Arkansas Code
Title 4 - Business and Commercial Law
Subtitle 3 - Corporations and Associations

§ 4-25-109. Corporation permitted to change its state of incorporation. [Effective until May 1, 2021.] - (a) (1) Any business corporation may change its state of...

§ 4-25-109. Corporation permitted to change its state of incorporation. [Effective May 1, 2021.] - (a) (1) Any business corporation may change its state of...

Chapter 26 - Business Corporations Generally

Subchapter 1 - General Provisions

§ 4-26-101. Title - This chapter shall be known and may be cited as...

§ 4-26-102. Definitions - As used in this chapter, unless the context otherwise requires:...

§ 4-26-103. Applicability of chapter - (a) Corporations may be organized under this chapter for any...

§ 4-26-104. Administration by Secretary of State - The Secretary of State shall have the power and authority...

§ 4-26-105. Waiver of notice - (a) Whenever any notice is required to be given to...

§ 4-26-106. Certificates of Secretary of State to be received in evidence - A certificate of the Secretary of State under the Great...

§ 4-26-107. Disapproval of articles and other documents by Secretary of State — Appeals - (a) If the Secretary of State shall fail to approve...

Subchapter 2 - Formation and Powers of Corporations

§ 4-26-201. Incorporators - One (1) or more natural persons of the age of...

§ 4-26-202. Articles of incorporation - (a) The articles of incorporation, which shall be duly signed...

§ 4-26-203. Organization meeting of incorporators - (a) After the filing of the articles of incorporation with...

§ 4-26-204. General powers - (a) Each corporation, by virtue of its existence as such,...

§ 4-26-205. Defense of ultra vires - (a) No act of a corporation and no conveyance or...

§ 4-26-206. Prerequisite to commencing business - A corporation shall not transact any business or incur any...

§ 4-26-207. Certificate of corporate existence — Prima facie evidence - (a) At any time after the incorporators have filed articles...

Subchapter 3 - Amendment of Articles of Incorporation

§ 4-26-301. Amendments authorized - (a) A corporation may amend its articles of incorporation, from...

§ 4-26-302. Procedure - (a) Amendments to the articles of incorporation shall be made...

§ 4-26-303. Voting by shareholder classes - The holders of the outstanding shares of a class shall...

§ 4-26-304. Articles of amendment - The articles of amendment shall be verified by at least...

§ 4-26-305. Filing of articles of amendment - The articles of amendment shall be executed and filed in...

§ 4-26-306. Restatement of articles of incorporation - Any restatement of the articles of incorporation effected through the...

§ 4-26-307. Amendment of articles of incorporation in reorganization proceedings - (a) Whenever a plan of reorganization of a corporation has...

Subchapter 4 - Corporate Name

§ 4-26-401. Requirements and limitations - The corporate name: (1) Shall contain the word “Corporation”, “Company”,...

§ 4-26-402. Reservation of name - (a) (1) The exclusive right to the use of a...

§ 4-26-403. Registration of foreign corporation's name - (a) Any foreign corporation not authorized to transact business in...

§ 4-26-404. Renewal of registered name - Any foreign corporation which has in effect a registration of...

§ 4-26-405. Use of fictitious names - (a) No domestic or foreign corporation shall conduct any business...

§ 4-26-406. Unlawful use, reservation, or registration of name — Injunction - Where the use, reservation, or registration of a corporate name...

Subchapter 6 - Corporate Finance

§ 4-26-601. Authorized shares generally — Preferred or special classes - (a) Each corporation shall have power to create and issue...

§ 4-26-602. Shares of preferred or special classes — Issuance in series - (a) If the articles of incorporation so provide, the shares...

§ 4-26-603. Subscriptions for shares - (a) No preincorporation or postincorporation subscription is valid unless in...

§ 4-26-604. Consideration for shares generally - (a) Shares having a par value may be issued for...

§ 4-26-605. Payment for shares - (a) (1) The consideration paid for the issuance of shares...

§ 4-26-606. Payment of expenses of organization, reorganization, financing, etc - The reasonable charges and expenses of organization or reorganization of...

§ 4-26-607. Stated capital — Capital surplus — Earned surplus - (a) In case of the issuance by a corporation of...

§ 4-26-608. Signed certificates representing shares - (a) (1) The shares of a corporation shall be represented...

§ 4-26-609. Issuance of fractional shares or scrip - (a) A corporation may, but shall not be obliged to,...

§ 4-26-610. Restrictions on transfer of shares - (a) (1) A corporation may provide, in respect to any...

§ 4-26-611. Acquisition or disposition of corporation's own shares - (a) A corporation shall not purchase directly or indirectly any...

§ 4-26-612. Treasury shares — Cancellation - (a) A corporation may at any time, by resolution of...

§ 4-26-613. Redeemable shares — Restrictions on redemption or purchase - A corporation shall not redeem its shares, or purchase its...

§ 4-26-614. Redeemable shares — Cancellation by redemption or purchase - (a) When redeemable shares of a corporation are redeemed or...

§ 4-26-615. Reduction of stated capital - (a) If all or part of the stated capital of...

§ 4-26-616. Surplus, net profits, and valuation of assets - (a) (1) “Earned surplus” or “retained earnings” means the portion...

§ 4-26-617. Dividends — General powers of board - The board of directors may from time to time declare,...

§ 4-26-618. Share dividends - (a) Subject to the restrictions provided in this subsection, the...

§ 4-26-619. Dividends other than in shares of the corporation - In respect to all dividends payable by a corporation other...

§ 4-26-620. Distributions in partial liquidation - The board of directors of a corporation may from time...

§ 4-26-621. Contractual restriction on dividends - Nothing in this chapter shall impair the right of a...

Subchapter 7 - Shareholders

§ 4-26-701. Shareholders' meetings generally - (a) Meetings of shareholders may be held at such place,...

§ 4-26-702. Closing of transfer books and fixing record date - (a) (1) For the purpose of determining shareholders entitled to...

§ 4-26-703. Shareholders' meetings — Notice — Special meetings - (a) (1) Written or printed notice stating the place, day,...

§ 4-26-704. Shareholders' meetings — List of shareholders entitled to vote - (a) (1) The officer or agent having charge of the...

§ 4-26-705. Shareholders' meetings — Quorum — Adjournment - (a) (1) Unless otherwise provided in the articles of incorporation,...

§ 4-26-706. Voting trusts - (a) Any number of shareholders of a corporation may create...

§ 4-26-707. Class voting - (a) In each instance where, under § 4-26-302(a)(4), § 4-26-303,...

§ 4-26-708. Voting of shares — Consent to corporate action - (a) Each outstanding share, regardless of class, shall be entitled...

§ 4-26-709. Greater voting requirements - Whenever, with respect to any action to be taken by...

§ 4-26-710. Action by shareholders without a meeting - (a) Any action required by this chapter to be taken...

§ 4-26-711. Preemptive rights - (a) The term “preemptive rights”, as used in this chapter,...

§ 4-26-712. Shares without preemptive rights — Corporate powers and limitations - (a) In respect to shares or securities which are not...

§ 4-26-713. Right to dissent no bar to other legal actions - The fact that a shareholder may have, under this chapter,...

§ 4-26-714. Shareholders' actions - (a) No action shall be brought in this state by...

§ 4-26-715. Books and records — Examination - (a) Each corporation shall keep correct and complete books and...

§ 4-26-716. Liability of subscribers and shareholders - (a) A holder of or subscriber to shares of a...

Subchapter 8 - Directors and Officers

§ 4-26-801. Board of directors generally - (a) All corporate powers shall be exercised by or under...

§ 4-26-802. Number, election, and term of directors - (a) The number of directors of a corporation shall be...

§ 4-26-803. Vacancies - (a) (1) A vacancy on the board of directors shall...

§ 4-26-804. Removal of directors - (a) (1) At a shareholders' meeting called expressly for that...

§ 4-26-805. Directors' meetings - (a) Meetings of the board of directors, regular or special,...

§ 4-26-806. Quorum of directors - A majority of the number of directors fixed by the...

§ 4-26-807. Action of board with or without meeting - (a) The act of the majority of the directors present...

§ 4-26-808. Executive committee - (a) The articles of incorporation or bylaws may provide for...

§ 4-26-809. Bylaws - (a) (1) The initial bylaws of a corporation shall be...

§ 4-26-810. Emergency bylaws — Operations during emergency - (a) The board of directors of any corporation may adopt...

§ 4-26-811. Liability of directors - (a) In addition to any other liabilities imposed by law...

§ 4-26-812. Officers - (a) (1) The officers of a corporation shall consist of...

§ 4-26-813. Removal of officers - Any officer or agent may be removed by the board...

§ 4-26-814. Indemnification of officers, directors, employees, and agents - (a) (1) A corporation shall have power to indemnify any...

Subchapter 9 - Mortgage, Sale, Etc., of Assets

§ 4-26-901. Corporate indebtedness — Mortgage of assets authorized - In authorizing the procurement of corporate loans, the creation of...

§ 4-26-902. Sale, lease, or exchange of assets in regular course of business - The sale, lease, or exchange of all or substantially all...

§ 4-26-903. Sale, lease, or exchange of assets other than in regular course of business - (a) A sale, lease, or exchange of all or substantially...

§ 4-26-904. Sale or exchange of assets — Rights of dissenting shareholders - (a) In the event that a sale or exchange prior...

Subchapter 10 - Conversion and Merger

§ 4-26-1001. Definitions - As used in this subchapter: (1) “Constituent corporation” means a...

§ 4-26-1002. Conversion - (a) An organization other than a corporation may convert to...

§ 4-26-1003. Action on plan of conversion by converting corporation - (a) A plan of conversion may be approved if the:...

§ 4-26-1004. Filings required for conversion — Effective date - (a) (1) After a plan of conversion is approved a...

§ 4-26-1005. Effect of conversion - (a) An organization that has been converted under this subchapter...

§ 4-26-1006. Merger - (a) A corporation may merge with one (1) or more...

§ 4-26-1007. Action on plan of merger by constituent corporation - (a) Except as provided in subsection (g) of this section...

§ 4-26-1008. Merger of subsidiary - (a) A parent corporation owning at least ninety percent (90%)...

§ 4-26-1009. Filings required for merger — Effective date - (a) After each constituent organization has approved a merger, articles...

§ 4-26-1010. Effect of merger - (a) When a merger becomes effective: (1) The surviving organization...

§ 4-26-1011. Rights of dissenting shareholders - (a) If a conversion or merger is effected under this...

§ 4-26-1012. Chapter not exclusive - This chapter does not preclude an organization from being converted...

Subchapter 11 - Dissolution and Liquidation

§ 4-26-1101. Authorization of dissolution - (a) A corporation may be dissolved. (b) The dissolution shall...

§ 4-26-1102. Certificate of dissolution - (a) After a dissolution has been voted by the shareholders,...

§ 4-26-1103. Procedure after dissolution - After dissolution: (1) The corporation shall carry on no business...

§ 4-26-1104. Corporate action and remedies after dissolution - (a) A dissolved corporation, its directors, officers, and shareholders, may...

§ 4-26-1105. Notice to creditors — Filing or barring claims - (a) (1) At any time after dissolution, the corporation may,...

§ 4-26-1106. Jurisdiction of court to supervise liquidation - (a) At any time after dissolution of a corporation, the...

§ 4-26-1107. Involuntary dissolution - (a) A corporation may be dissolved involuntarily by a decree...

§ 4-26-1108. Jurisdiction of court to liquidate assets and business of corporation - (a) The circuit court shall have full power to liquidate...

§ 4-26-1109. Deposit with Treasurer of State of amount due certain creditors or shareholders - Upon the liquidation of a corporation, whether before or after...

Subchapter 12 - Filing and Fees

§ 4-26-1201. Filing of corporate documents - (a) When any provision of this chapter requires that a...

§ 4-26-1203. Fees — County clerk - The fees of the county clerk for services under this...

§ 4-26-1204. Fees of mutual corporations - Excepting insurance companies, all mutual corporations, foreign or domestic, having...

Chapter 27 - Business Corporation Act of 1987

Subchapter 1 - General Provisions

Part A - : Short Title and Reservation of Power

§ 4-27-101. Short title - This chapter shall be known and may be cited as...

§ 4-27-102. Reservation of power to amend or repeal - The General Assembly has power to amend or repeal all...

Part B - : Filing Documents

§ 4-27-120. Filing requirements. [Effective until May 1, 2021.] - (a) A document must satisfy the requirements of this section,...

§ 4-27-120. Filing requirements. [Effective May 1, 2021.] - (a) A document must satisfy the requirements of this section,...

§ 4-27-121. Forms. [Effective until May 1, 2021.] - (a) The Secretary of State may prescribe and furnish on...

§ 4-27-121. Forms. [Effective May 1, 2021.] - (a) The Secretary of State may prescribe and furnish on...

§ 4-27-122. Filing, service, and copying fees - (a) The Secretary of State shall collect the following fees...

§ 4-27-123. Effective time and date of document - (a) Except as provided in subsection (b) of this section...

§ 4-27-124. Correcting filed document - (a) A domestic or foreign corporation may correct a document...

§ 4-27-125. Filing duty of Secretary of State - (a) If a document delivered to the office of the...

§ 4-27-126. Appeal from Secretary of State's refusal to file document - (a) If the Secretary of State refuses to file a...

§ 4-27-127. Evidentiary effect of copy of filed document - A certificate attached to a copy of a document filed...

§ 4-27-128. Certificate of existence. [Effective until May 1, 2021.] - (a) Anyone may apply to the Secretary of State to...

§ 4-27-128. Certificate of existence. [Effective May 1, 2021.] - (a) Anyone may apply to the Secretary of State to...

§ 4-27-129. Penalty for signing false document - (a) A person commits an offense if he signs a...

Part C - : Secretary of State

§ 4-27-130. Powers - The Secretary of State has the power reasonably necessary to...

Part D - : Definitions

§ 4-27-140. Definitions - In this chapter: (1) “Articles of incorporation” include amended and...

§ 4-27-141. Notice - (a) Notice under this chapter must be in writing unless...

§ 4-27-142. Number of shareholders - (a) For purposes of this chapter, the following identified as...

Subchapter 2 - Incorporation

§ 4-27-201. Incorporators - (a) One (1) or more persons may act as the...

§ 4-27-202. Articles of incorporation - (a) The articles of incorporation must set forth: (1) a...

§ 4-27-203. Incorporation - (a) Unless a delayed effective date is specified, the corporate...

§ 4-27-204. Liability for preincorporation transactions - All persons purporting to act as or on behalf of...

§ 4-27-205. Organization of corporation - (a) After incorporation: (1) if initial directors are named in...

§ 4-27-206. Bylaws - (a) The incorporators or board of directors of a corporation...

§ 4-27-207. Emergency bylaws - (a) Unless the articles of incorporation provide otherwise, the board...

Subchapter 3 - Purposes and Powers

§ 4-27-301. Purposes - (a) Every corporation incorporated under this chapter has the purpose...

§ 4-27-302. General powers - Unless its articles of incorporation provide otherwise, every corporation has...

§ 4-27-303. Emergency powers - (a) In anticipation of or during an emergency defined in...

§ 4-27-304. Ultra vires - (a) Except as provided in subsection (b) of this section,...

Subchapter 4 - Names

§ 4-27-401. Corporate name - (a) A corporate name: (1) must contain the word “corporation,”...

§ 4-27-402. Reserved name - (a) A person may reserve the exclusive use of a...

§ 4-27-403. Registered name - (a) A foreign corporation may register its corporate name, or...

§ 4-27-404. Use of fictitious names - (a) No corporation (domestic or foreign) shall conduct any business...

§ 4-27-405. Injunction against use of unlawful name - Where the use, reservation, or registration of a corporate name...

§ 4-27-406. Notice to registrant regarding use of corporate, fictitious, or assumed names in violation of trademark - (a) Neither the reservation of any proposed name, nor the...

Subchapter 6 - Shares and Distributions

Part A - : Shares

§ 4-27-601. Authorized shares - (a) The articles of incorporation must prescribe the classes of...

§ 4-27-602. Terms of class or series determined by board of directors - (a) If the articles of incorporation so provide, the board...

§ 4-27-603. Issued and outstanding shares - (a) A corporation may issue the number of shares of...

§ 4-27-604. Fractional shares - (a) A corporation may: (1) issue fractions of a share...

Part B - : Issuance of Shares

§ 4-27-620. Subscription for shares before incorporation - (a) A subscription for shares entered into before incorporation is...

§ 4-27-621. Issuance of shares - (a) The powers granted in this section to the board...

§ 4-27-622. Liability of shareholders - (a) A purchaser from a corporation of its own shares...

§ 4-27-623. Share dividends - (a) Unless the articles of incorporation provide otherwise, shares may...

§ 4-27-624. Share options - A corporation may issue rights, options, or warrants for the...

§ 4-27-625. Form and content of certificates - (a) Shares may but need not be represented by certificates....

§ 4-27-626. Shares without certificates - (a) Unless the articles of incorporation or bylaws provide otherwise,...

§ 4-27-627. Restriction on transfer of shares and other securities - (a) The articles of incorporation, bylaws, an agreement among shareholders,...

§ 4-27-628. Expense of issue - A corporation may pay the expenses of selling or underwriting...

Part C - : Subsequent Acquisition of Shares by Shareholder and Corporation

§ 4-27-630. Shareholders' preemptive rights - (a) The shareholders of a corporation do not have a...

§ 4-27-631. Corporation's acquisition of its own shares - (a) A corporation may acquire its own shares, and shares...

Part D - : Distributions

§ 4-27-640. Distributions to shareholders - (a) A board of directors may authorize and the corporation...

Subchapter 7 - Shareholders

Part A - : Meetings

§ 4-27-701. Annual meeting - (a) A corporation shall hold a meeting of shareholders annually...

§ 4-27-702. Special meeting - (a) A corporation shall hold a special meeting of shareholders:...

§ 4-27-703. Court-ordered meeting - (a) The circuit court of the county where a corporation's...

§ 4-27-704. Action without meeting - (a) Action on proposals to increase the capital stock or...

§ 4-27-705. Notice of meeting - (a) A corporation shall notify shareholders of the date, time,...

§ 4-27-706. Waiver of notice - (a) A shareholder may waive any notice required by this...

§ 4-27-707. Record date - (a) The bylaws may fix or provide the manner of...

Part B - : Voting

§ 4-27-720. Shareholders' list for meeting - (a) After fixing a record date for a meeting, a...

§ 4-27-721. Voting entitlement of shares - (a) Except as provided in subsections (b) and (c) of...

§ 4-27-722. Proxies - (a) A shareholder may vote his shares in person or...

§ 4-27-723. Shares held by nominees - (a) A corporation may establish a procedure by which the...

§ 4-27-724. Corporation's acceptance of votes - (a) If the name signed on a vote, consent, waiver,...

§ 4-27-725. Quorum and voting requirements for voting groups - (a) Shares entitled to vote as a separate voting group...

§ 4-27-726. Action by single and multiple voting groups - (a) If the articles of incorporation or this chapter provide...

§ 4-27-727. Greater quorum or voting requirements - (a) The articles of incorporation may provide for a greater...

§ 4-27-728. Voting for directors — Cumulative voting - (a) Unless otherwise provided in the articles of incorporation, directors...

Part C - : Voting Trusts and Agreements

§ 4-27-730. Voting trusts - (a) One (1) or more shareholders may create a voting...

§ 4-27-731. Voting agreements - (a) Two (2) or more shareholders may provide for the...

Part D - : Derivative Proceedings

§ 4-27-740. Procedure in derivative proceedings - (a) A person may not commence a proceeding in the...

Subchapter 8 - Directors — Officers — Meetings — Standards of Conduct — Indemnification

Part A - : Board of Directors

§ 4-27-801. Requirement for and duties of board of directors - (a) Except as provided in subsection (c) of this section,...

§ 4-27-802. Qualifications of directors - The articles of incorporation or bylaws may prescribe qualifications for...

§ 4-27-803. Number and election of directors - (a) A board of directors must consist of one (1)...

§ 4-27-804. Election of directors by certain classes of shareholders - If the articles of incorporation authorize dividing the shares into...

§ 4-27-805. Terms of directors generally - (a) The terms of the initial directors of a corporation...

§ 4-27-806. Staggered terms for directors - If there are nine (9) or more directors, the articles...

§ 4-27-807. Resignation of directors - (a) A director may resign at any time by delivering...

§ 4-27-808. Removal of directors by shareholders - (a) The shareholders may remove one (1) or more directors...

§ 4-27-809. Removal of directors by judicial proceeding - (a) The circuit court of the county where a corporation's...

§ 4-27-810. Vacancy on board - (a) Unless the articles of incorporation provide otherwise, if a...

§ 4-27-811. Compensation of directors - Unless the articles of incorporation or bylaws provide otherwise, the...

Part B - : Meetings and Action of the Board

§ 4-27-820. Meetings - (a) The board of directors may hold regular or special...

§ 4-27-821. Action without meeting - (a) Unless the articles of incorporation or bylaws provide otherwise,...

§ 4-27-822. Notice of meeting - (a) Unless the articles of incorporation or bylaws provide otherwise,...

§ 4-27-823. Waiver of notice - (a) A director may waive any notice required by this...

§ 4-27-824. Quorum and voting - (a) Unless the articles of incorporation or bylaws require a...

§ 4-27-825. Committees - (a) Unless the articles of incorporation or bylaws provide otherwise,...

Part C - : Standards of Conduct

§ 4-27-830. General standards for directors - (a) A director shall discharge his duties as a director,...

§ 4-27-831. Director conflict of interest - (a) A conflict of interest transaction is a transaction with...

§ 4-27-832. Loans to directors - (a) Except as provided by subsection (c) of this section,...

§ 4-27-833. Liability for unlawful distributions - (a) Unless he complies with the applicable standards of conduct...

Part D - : Officers

§ 4-27-840. Required officers - (a) A corporation has the officers described in its bylaws...

§ 4-27-841. Duties of officers - Each officer has the authority and shall perform the duties...

§ 4-27-842. Standards of conduct for officers - (a) An officer with discretionary authority shall discharge his duties...

§ 4-27-843. Resignation and removal of officers - (a) An officer may resign at any time by delivering...

§ 4-27-844. Contract rights of officers - (a) The appointment of an officer does not itself create...

§ 4-27-850. Indemnification of officers, directors, employees, and agents — Insurance - (a) A corporation shall have power to indemnify any person...

Subchapter 10 - Amendment of Articles of Incorporation and Bylaws

Part A - : Amendment of Articles of Incorporation

§ 4-27-1001. Authority to amend - (a) A corporation may amend its articles of incorporation at...

§ 4-27-1002. Amendment by board of directors - Unless the articles of incorporation provide otherwise, a corporation's board...

§ 4-27-1003. Amendment by board of directors and shareholders - (a) A corporation's board of directors may propose one (1)...

§ 4-27-1004. Voting on amendments by voting groups - (a) The holders of the outstanding shares of a class...

§ 4-27-1005. Amendment before issuance of shares - If a corporation has not yet issued shares, its incorporators...

§ 4-27-1006. Articles of amendment - A corporation amending its articles of incorporation shall deliver to...

§ 4-27-1007. Restated articles of incorporation - (a) A corporation's board of directors may restate its articles...

§ 4-27-1008. Amendment pursuant to reorganization - (a) A corporation's articles of incorporation may be amended without...

§ 4-27-1009. Effect of amendment - An amendment to articles of incorporation does not affect a...

Part B - : Amendment of Bylaws

§ 4-27-1020. Amendment of the bylaws by board of directors or shareholders - (a) A corporation's board of directors may amend or repeal...

§ 4-27-1021. Bylaw increasing quorum or voting requirement for shareholders - (a) If authorized by the articles of incorporation, the shareholders...

§ 4-27-1022. Bylaw increasing quorum or voting requirement for directors - (a) A bylaw that fixes a greater quorum or voting...

Subchapter 11 - Conversion and Merger

§ 4-27-1101. Definitions - In this subchapter: (1) “Constituent corporation” means a constituent organization...

§ 4-27-1102. Conversion - (a) An organization other than a corporation may convert to...

§ 4-27-1103. Action on plan of conversion by converting corporation - (a) A plan of conversion may be approved if the:...

§ 4-27-1104. Filings required for conversion — Effective date - (a) (1) After a plan of conversion is approved a...

§ 4-27-1105. Effect of conversion - (a) An organization that has been converted under this subchapter...

§ 4-27-1106. Merger - (a) A corporation may merge with one (1) or more...

§ 4-27-1107. Action on plan of merger by constituent corporation - (a) Except as provided in subsection (g) of this section...

§ 4-27-1108. Merger of subsidiary - (a) A parent corporation owning at least ninety percent (90%)...

§ 4-27-1109. Filings required for merger — Effective date - (a) After each constituent organization has approved a merger, articles...

§ 4-27-1110. Effect of merger - (a) When a merger becomes effective: (1) The surviving organization...

§ 4-27-1111. Chapter not exclusive - This chapter does not preclude an organization from being converted...

Subchapter 12 - Sale of Assets

§ 4-27-1201. Sale of assets in regular course of business and mortgage of assets - (a) A corporation may, on the terms and conditions and...

§ 4-27-1202. Sale of assets other than in regular course of business - (a) A corporation may sell, lease, exchange, or otherwise dispose...

Subchapter 13 - Dissenters' Rights

Part A - : Right to Dissent and Obtain Payment for Shares

§ 4-27-1301. Definitions - In this subchapter: (1) “Corporation” means the issuer of the...

§ 4-27-1302. Right of dissent - (a) A shareholder is entitled to dissent from and obtain...

§ 4-27-1303. Dissent by nominees and beneficial owners - (a) A record shareholder may assert dissenters' rights as to...

Part B - : Procedure for Exercise of Dissenters' Rights

§ 4-27-1320. Notice of dissenters' rights - (a) If proposed corporate action creating dissenters' rights under §...

§ 4-27-1321. Notice of intent to demand payment - (a) If proposed corporate action creating dissenters' rights under §...

§ 4-27-1322. Dissenters' notice - (a) If proposed corporate action creating dissenters' rights under §...

§ 4-27-1323. Duty to demand payment - (a) A shareholder sent a dissenters' notice described in §...

§ 4-27-1324. Share restrictions - (a) The corporation may restrict the transfer of uncertificated shares...

§ 4-27-1325. Payment - (a) Except as provided in § 4-27-1327, as soon as...

§ 4-27-1326. Failure to take action - (a) If the corporation does not take the proposed action...

§ 4-27-1327. After-acquired shares - (a) A corporation may elect to withhold payment required by...

§ 4-27-1328. Procedure if shareholder dissatisfied with payment or offer - (a) A dissenter may notify the corporation in writing of...

Part C - : Judicial Appraisal of Shares

§ 4-27-1330. Court action - (a) If a demand for payment under § 4-27-1328 remains...

§ 4-27-1331. Court costs and counsel fees - (a) The court in an appraisal proceeding commenced under §...

Subchapter 14 - Dissolution

Part A - : Voluntary Dissolution

§ 4-27-1401. Dissolution by incorporators or initial directors - A majority of the incorporators or initial directors of a...

§ 4-27-1402. Dissolution by board of directors and shareholders - (a) A corporation's board of directors may propose dissolution for...

§ 4-27-1403. Articles of dissolution - (a) At any time after dissolution is authorized, the corporation...

§ 4-27-1404. Revocation of dissolution - (a) A corporation may revoke its dissolution within one hundred...

§ 4-27-1405. Effect of dissolution - (a) A dissolved corporation continues its corporate existence but may...

§ 4-27-1406. Known claims against dissolved corporation - (a) A dissolved corporation may dispose of the known claims...

§ 4-27-1407. Unknown claims against dissolved corporation - (a) A dissolved corporation may also publish notice of its...

Part B - : Administrative Dissolution

§ 4-27-1420. Grounds for administrative dissolution. [Effective until May 1, 2021.] - The Secretary of State may commence a proceeding under §...

§ 4-27-1420. Grounds for administrative dissolution. [Effective May 1, 2021.] - The Secretary of State may commence a proceeding under §...

§ 4-27-1421. Procedure for and effect of administrative dissolution - (a) If the Secretary of State determines that one (1)...

§ 4-27-1422. Reinstatement following administrative dissolution - (a) A corporation administratively dissolved under § 4-27-1421 may apply...

§ 4-27-1423. Appeal from denial of reinstatement - (a) If the Secretary of State denies a corporation's application...

Part C - : Judicial Dissolution

§ 4-27-1430. Grounds for judicial dissolution - The Pulaski County Circuit Court, in the case of a...

§ 4-27-1431. Procedure for judicial dissolution - (a) Venue for a proceeding by the Attorney General to...

§ 4-27-1432. Receivership or custodianship - (a) A court in a judicial proceeding brought to dissolve...

§ 4-27-1433. Decree of dissolution - (a) If after a hearing the court determines that one...

Part D - : Miscellaneous

§ 4-27-1440. Deposit with Treasurer of State - Assets of a dissolved corporation that should be transferred to...

Subchapter 15 - Foreign Corporations

Part A - : Certificate of Authority

§ 4-27-1501. Authority to transact business required - (a) A foreign corporation may not transact business in this...

§ 4-27-1502. Consequences of transacting business without authority - (a) A foreign corporation transacting business in this state without...

§ 4-27-1503. Application for certificate of authority - (a) A foreign corporation may apply for a certificate of...

§ 4-27-1504. Amended certificate of authority - (a) A foreign corporation authorized to transact business in this...

§ 4-27-1505. Effect of certificate of authority - (a) A certificate of authority authorizes the foreign corporation to...

§ 4-27-1506. Corporate name of foreign corporation - (a) If the corporate name of a foreign corporation does...

§ 4-27-1510. Service on foreign corporation - (a) The registered agent of a foreign corporation authorized to...

Part B - : Withdrawal

§ 4-27-1520. Withdrawal of foreign corporation - (a) A foreign corporation authorized to transact business in this...

Part C - : Revocation of Certificate of Authority

§ 4-27-1530. Grounds for revocation. [Effective until May 1, 2021.] - The Secretary of State may commence a proceeding under §...

§ 4-27-1530. Grounds for revocation. [Effective May 1, 2021.] - The Secretary of State may commence a proceeding under §...

§ 4-27-1531. Procedure for and effect of revocation - (a) If the Secretary of State determines that one (1)...

§ 4-27-1532. Appeal from revocation - (a) A foreign corporation may appeal the Secretary of State's...

Subchapter 16 - Records and Reports

Part A - : Records

§ 4-27-1601. Corporate records. [Effective until May 1, 2021.] - (a) A corporation shall keep as permanent records minutes of...

§ 4-27-1601. Corporate records. [Effective May 1, 2021.] - (a) A corporation shall keep as permanent records minutes of...

§ 4-27-1602. Inspection of records by shareholders - (a) A shareholder of a corporation is entitled to inspect...

§ 4-27-1603. Scope of inspection right - (a) A shareholder's agent or attorney has the same inspection...

§ 4-27-1604. Court-ordered inspection - (a) If a corporation does not allow a shareholder who...

Part B - : Reports

§ 4-27-1620. Financial statements for shareholders - (a) A corporation shall furnish its shareholders annual financial statements,...

§ 4-27-1621. Other reports to shareholders - If a corporation indemnifies or advances expenses to a director...

§ 4-27-1622. Annual franchise tax report for Secretary of State. [Effective until May 1, 2021.] - (a) Each domestic corporation, and each foreign corporation authorized to...

§ 4-27-1622. Annual franchise tax report for Department of Finance and Administration. [Effective May 1, 2021.] - (a) Each domestic corporation, and each foreign corporation authorized to...

Subchapter 17 - Transition Provisions

§ 4-27-1701. Application to existing domestic corporations - This chapter applies to all domestic corporations incorporated on or...

§ 4-27-1702. Application to qualified foreign corporations - A foreign corporation authorized to transact business in this state...

§ 4-27-1703. Saving provisions - (a) Except as provided in subsection (b) of this section,...

§ 4-27-1704. Severability - If any provision of this chapter or its application to...

§ 4-27-1705. Fees - The fees chargeable by the Secretary of State for services...

§ 4-27-1706. Effective date - This chapter shall be effective on and after midnight, December...

Subchapter 18 - Share Exchange

§ 4-27-1801. Share exchange - (a) A corporation may acquire all of the outstanding shares...

§ 4-27-1802. Action on plan of share exchange - (a) After adopting a plan of share exchange, the board...

§ 4-27-1803. Articles of share exchange - (a) After a plan of share exchange is approved by...

§ 4-27-1804. Effect of share exchange - When a share exchange takes effect, the shares of each...

Subchapter 19 - Arkansas Business Portal Act

§ 4-27-1901. Title - This subchapter shall be known and may be cited as...

§ 4-27-1902. Purpose - It is the purpose of this subchapter to provide access...

§ 4-27-1903. Definitions - As used in this subchapter: (1) “Business” means a person...

§ 4-27-1904. Administration — Duties of the Secretary of State - The Secretary of State shall: (1) Administer this subchapter; (2)...

§ 4-27-1905. Funding - (a) The Secretary of State shall use cash funds of...

§ 4-27-1906. Applications for licenses — Initial — Renewal - (a) A business may submit an application to the Secretary...

§ 4-27-1907. Rules - The Secretary of State shall adopt rules to implement and...

§ 4-27-1908. Noncompliance - (a) If a person that holds a state business license...

Chapter 28 - Nonprofit Organizations

Subchapter 1 - General Provisions

§ 4-28-101. Fairs and associations of public nature - (a) Agricultural and mechanical fair associations and other associations of...

§ 4-28-102. Religious, literary, benevolent, etc., corporations — Fees - There shall be allowed and collected by the Secretary of...

§ 4-28-103. Statutory life insurance beneficiaries - (a) For the purposes of this section, “public funds” means...

§ 4-28-104. Audit of nonprofit organization - (a) For purposes of this section: (1) “Nonprofit organization” means...

§ 4-28-105. Capacity to assert and defend — Standing - (a) A nonprofit organization may, in its own name, institute,...

Subchapter 2 - Arkansas Nonprofit Corporation Act

§ 4-28-201. Title - Sections 4-28-201 — 4-28-206 and 4-28-209 — 4-28-224 shall be...

§ 4-28-202. Definitions - As used in §§ 4-28-201 — 4-28-206 and 4-28-209 —...

§ 4-28-203. Applicability of subchapter - (a) The provisions of §§ 4-28-201 — 4-28-206 and 4-28-209...

§ 4-28-204. Effect on preexisting corporations - (a) The provisions of §§ 4-28-201 — 4-28-206 and 4-28-209...

§ 4-28-205. Lawful purposes - Corporations may be organized under §§ 4-28-201 — 4-28-206 and...

§ 4-28-206. Articles of incorporation generally - (a) Any association of persons or for-profit corporation organized under...

§ 4-28-207. Charitable, religious, etc., organizations — Amendment of articles of incorporation by operation of law - Notwithstanding any provision of Arkansas law or in the articles...

§ 4-28-208. Private foundations — Amendment of articles of incorporation by operation of law - (a) Notwithstanding any provision in the laws of this state,...

§ 4-28-209. Powers - Each corporation shall have power: (1) To have perpetual succession...

§ 4-28-210. Members - (a) A corporation may have one (1) or more classes...

§ 4-28-211. Board of directors - (a) The directors constituting the first board of directors shall...

§ 4-28-212. Voting - (a) Each member shall be entitled to one (1) vote...

§ 4-28-213. Officers - (a) The officers of a corporation shall consist of a...

§ 4-28-214. Registered agent — Service of process - (a) Each corporation shall maintain a registered agent at its...

§ 4-28-215. Compensation and reimbursement to members, directors, officers, etc - (a) A corporation may pay compensation in a reasonable amount...

§ 4-28-216. Powers of Secretary of State - (a) The Secretary of State may propound to any corporation,...

§ 4-28-217. Rules by state agencies applicable - (a) If any nonprofit corporation established under the Arkansas Nonprofit...

§ 4-28-218. Books and accounting records - (a) Each corporation shall keep correct and complete books and...

§ 4-28-219. Shares of stock and dividends prohibited - (a) A corporation shall not have or issue shares of...

§ 4-28-220. Loans to directors and officers prohibited - (a) No loans shall be made by a corporation to...

§ 4-28-221. Admission of foreign corporation - (a) Prior to conducting affairs in this state, a foreign...

§ 4-28-222. Involuntary dissolution - A corporation incorporated under the provisions of the Arkansas Nonprofit...

§ 4-28-223. Fees to be paid to Secretary of State - The Secretary of State shall charge and collect the fees...

§ 4-28-224. Corporation's acceptance of votes - (a) If the name signed on a vote, consent, waiver,...

§ 4-28-225. Conversion to public water authority - (a) A corporation which meets the definition of a qualified...

Subchapter 3 - Merger or Consolidation of Nonprofit Corporations

§ 4-28-301. Definition - As used in this subchapter, the terms “corporation”, “foreign corporation”,...

§ 4-28-302. Domestic corporations — Merger pursuant to plan - (a) Any two (2) or more domestic corporations may merge...

§ 4-28-303. Domestic corporations — Consolidation pursuant to plan - (a) Any two (2) or more domestic corporations may consolidate...

§ 4-28-304. Domestic corporations — Adoption of plan of merger or consolidation — Abandonment - (a) A plan of merger or consolidation of domestic corporations...

§ 4-28-305. Domestic corporations — Articles of merger or consolidation - (a) Upon approval, articles of merger or articles of consolidation...

§ 4-28-306. Domestic corporations — Certificate of merger or consolidation — Merger or consolidation effected upon issuance - (a) Upon the issuance of the certificate of merger or...

§ 4-28-307. Domestic corporations — Effect of merger or consolidation - When the merger or consolidation of domestic corporations has been...

§ 4-28-308. Merger or consolidation of foreign with domestic corporations - (a) One (1) or more foreign corporations and one (1)...

§ 4-28-309. Continuation of prior corporate existence for limited purpose - (a) The corporate existence of each constituent corporation which has...

Subchapter 4 - Solicitation of Charitable Contributions

§ 4-28-401. Definitions - As used in this subchapter, unless the context otherwise requires:...

§ 4-28-402. Registration of charitable organizations prior to solicitation - (a) (1) A charitable organization, in or out of the...

§ 4-28-403. Annual financial reports and fiscal records - (a) (1) (A) Each charitable organization subject to this subchapter...

§ 4-28-404. Charitable organizations exempted from registration and financial disclosure requirements - The following charitable organizations are not subject to the reporting...

§ 4-28-405. Charitable organization — Filing of contracts - (a) Each contract between a charitable organization and a fund-raising...

§ 4-28-406. Fund-raising counsel — Registration — Fees - (a) A person shall not act as a fund-raising counsel...

§ 4-28-407. Paid solicitors — Registration, fees, and bond — Filing of contracts — Solicitation notice — Contract requirements — Prohibited practices — Records — Deposit of funds - (a) (1) A person shall not act as a paid...

§ 4-28-408. Commercial coventurers — Filing of contracts — Terms — Accounting — Disclosures required in advertising - (a) (1) Every charitable organization subject to the registration requirements...

§ 4-28-409. Disclosures - (a) It is an unlawful practice for any person to...

§ 4-28-410. Documents - (a) All contracts, scripts, pamphlets, handouts, and other materials used...

§ 4-28-411. Professional telemarketers — Registration and renewal - (a) Every professional telemarketer shall be employed in a principal-agent...

§ 4-28-412. Prohibited acts - It shall be a violation of this subchapter for: (1)...

§ 4-28-413. Nonresident organization — Service of process - (a) A nonresident charitable organization, paid solicitor, fund-raising counsel, or...

§ 4-28-414. City ordinances provisionally authorized - Nothing contained in the provisions of this subchapter shall prohibit...

§ 4-28-415. Disposition of fees - All registration fees collected by the Secretary of State under...

§ 4-28-416. Violation of the Deceptive Trade Practices Act - (a) (1) A violation of the provisions of this section...

§ 4-28-417. Access to records - The Attorney General shall have access to all records filed...

Subchapter 6 - Revised Uniform Unincorporated Nonprofit Association Act

§ 4-28-601. Short title - This subchapter may be cited as the Revised Uniform Unincorporated...

§ 4-28-602. Definitions - In this subchapter: (1) “Established practices” means the practices used...

§ 4-28-603. Relation to other law - (a) Principles of law and equity supplement this subchapter unless...

§ 4-28-604. Governing law - (a) Except as otherwise provided in subsection (b), the law...

§ 4-28-605. Legal entity; Perpetual existence; Powers - (a) An unincorporated nonprofit association is a legal entity distinct...

§ 4-28-606. Ownership and transfer of property - (a) An unincorporated nonprofit association may acquire, hold, encumber, or...

§ 4-28-607. Statement of authority as to real property - (a) In this section, “statement of authority” means a statement...

§ 4-28-608. Liability - (a) A debt, obligation, or other liability of an unincorporated...

§ 4-28-609. Assertion and defense of claims - (a) An unincorporated nonprofit association may sue or be sued...

§ 4-28-610. Effect of judgment or order - A judgment or order against an unincorporated nonprofit association is...

§ 4-28-611. Appointment of agent to receive service of process - (a) An unincorporated nonprofit association may file in the office...

§ 4-28-612. Service of process - In an action or proceeding against an unincorporated nonprofit association,...

§ 4-28-613. Action or proceeding not abated by change - An action or proceeding against an unincorporated nonprofit association does...

§ 4-28-614. Venue - Unless otherwise provided by law other than this subchapter, venue...

§ 4-28-615. Member not agent - A member is not an agent of the association solely...

§ 4-28-616. Approval by members - (a) Except as otherwise provided in the governing principles, an...

§ 4-28-617. Meetings of members; Voting, notice, and quorum requirements - (a) Unless the governing principles provide otherwise: (1) approval of...

§ 4-28-618. Duties of member - (a) A member does not have a fiduciary duty to...

§ 4-28-619. Admission, suspension, dismissal, or expulsion of members - (a) A person becomes a member and may be suspended,...

§ 4-28-620. Member's resignation - (a) A member may resign as a member in accordance...

§ 4-28-621. Membership interest not transferable - Except as otherwise provided in the governing principles, a member's...

§ 4-28-622. Selection of managers; Management rights of managers - Except as otherwise provided in this subchapter or the governing...

§ 4-28-623. Duties of managers - (a) A manager owes to the unincorporated nonprofit association and...

§ 4-28-624. Notice and quorum requirements for meetings of managers - Notice and quorum requirements for meetings of managers and the...

§ 4-28-625. Right of member or manager to information - (a) On reasonable notice, a member or manager of an...

§ 4-28-626. Distributions prohibited; Compensation and other permitted payments - (a) Except as otherwise provided in subsection (b), an unincorporated...

§ 4-28-627. Reimbursement; Indemnification; Advancement of expenses - (a) Except as otherwise provided in the governing principles, an...

§ 4-28-628. Dissolution - (a) An unincorporated nonprofit association may be dissolved as follows:...

§ 4-28-629. Winding up and termination - Winding up and termination of an unincorporated nonprofit association must...

§ 4-28-630. Mergers - (a) In this section: (1) “Constituent organization” means an organization...

§ 4-28-631. Transition concerning real and personal property - (a) If, before January 1, 2012, an interest in property...

§ 4-28-632. Uniformity of application and construction - In applying and construing this uniform act, consideration must be...

§ 4-28-633. Relation to Electronic Signatures in Global and National Commerce Act - This subchapter modifies, limits, and supersedes the federal Electronic Signatures...

§ 4-28-634. Savings clause - This subchapter does not affect an action or proceeding commenced...

§ 4-28-636. Effective date - This subchapter takes effect January 1, 2012.

Chapter 29 - Professional Corporations

Subchapter 1 - General Provisions

§ 4-29-101. Persons associated with professional corporations — Limitations on personal liability - (a) No person shall be personally liable for any obligation...

Subchapter 2 - Arkansas Professional Corporation Act

§ 4-29-201. Title - This subchapter may be cited as the “Arkansas Professional Corporation...

§ 4-29-202. Definitions - As used in this subchapter, unless the context otherwise requires:...

§ 4-29-203. Subchapter optional - (a) Nothing in this subchapter shall be construed to amend,...

§ 4-29-204. Application of Arkansas Business Corporation Act - (a) The Arkansas Business Corporation Act of 1987, § 4-27-101...

§ 4-29-205. Professional relationships unaltered - This subchapter does not alter any law applicable to the...

§ 4-29-206. Formation of corporation - (a) One (1) or more persons duly and properly licensed...

§ 4-29-207. Corporate name - (a) The corporate name shall contain either: (1) The names...

§ 4-29-208. Officers, directors, and shareholders - All of the officers, directors, and shareholders of a corporation...

§ 4-29-209. Employees - Each individual employee licensed pursuant to the laws of this...

§ 4-29-210. Certificate of registration — Issuance, renewal, etc - (a) No corporation shall open, operate, or maintain an establishment...

§ 4-29-211. Certificate of registration — Suspension or revocation - (a) The state board, department, or agency which issued the...

§ 4-29-212. Certificate of registration — Appeal from denial, suspension, or revocation - (a) Any corporation, save and except attorneys at law, whose...

§ 4-29-213. Shares of deceased or disqualified shareholder — Price - If the articles of incorporation or bylaws of a corporation...

Subchapter 3 - Medical Corporation Act

§ 4-29-301. Title - This subchapter may be cited as the “Medical Corporation Act”.

§ 4-29-302. Definitions - As used in this subchapter: (1) “Beneficial owner” means an...

§ 4-29-303. Application of Arkansas Business Corporation Act - (a) The Arkansas Business Corporation Act of 1987, § 4-27-101...

§ 4-29-304. Physician-patient relationship unaltered - This subchapter does not alter any law applicable to the...

§ 4-29-305. Formation of corporation — Employee licensing required - (a) One (1) or more persons licensed pursuant to the...

§ 4-29-306. Corporate name - (a) (1) The corporate name may contain the names of...

§ 4-29-307. Officers, directors, and shareholders - (a) All of the officers, directors, and shareholders of a...

§ 4-29-308. Employees - Each individual employee licensed pursuant to the Arkansas Medical Practices...

§ 4-29-309. Certificate of registration — Issuance, renewal, etc - (a) No corporation shall open, operate, or maintain an establishment...

§ 4-29-310. Certificate of registration — Suspension or revocation - (a) The Arkansas State Medical Board may suspend or revoke...

§ 4-29-311. Certificate of registration — Appeal from denial, suspension, or revocation - (a) Any corporation whose application for a certificate of registration...

§ 4-29-312. Shares of deceased or disqualified shareholder — Price - (a) If the articles of incorporation or bylaws of a...

§ 4-29-313. Foreign medical corporations — Certificates of registration — Governance — Licensure - (a) If a foreign medical corporation complies with this subchapter,...

Subchapter 4 - Dental Corporation Act

§ 4-29-401. Title and definitions - (a) This subchapter may be cited as the “Dental Corporation...

§ 4-29-402. Application of Arkansas Business Corporation Act - (a) The Arkansas Business Corporation Act of 1987, § 4-27-101...

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Arkansas Code Title 4 - Business and Commercial Law Subtitle 3 - Corporations and Associations

Arkansas Code
Title 4 - Business and Commercial Law
Subtitle 3 - Corporations and Associations