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

§ 4-29-410. Certificate of registration — Appeal from denial, suspension, or revocation - (a) Any corporation whose application for a certificate of registration...

§ 4-29-411. Shares of deceased or disqualified shareholder — Price - If the articles of incorporation or bylaws of a corporation...

Chapter 30 - Cooperative Associations

Subchapter 1 - General Provisions

§ 4-30-101. Definition - As used in this chapter, unless the context otherwise requires,...

§ 4-30-102. Purpose of chapter - The purpose of this chapter is to provide for the...

§ 4-30-103. Effect of chapter upon § 2-2-401 et seq - The provisions of this chapter shall not be construed in...

§ 4-30-104. Acceptance of benefits of chapter - (a) All cooperative corporations, companies, or associations organized and doing...

§ 4-30-105. Administration of chapter - The provisions of this chapter shall be administered by the...

§ 4-30-106. Corporate title - The title of the corporation may begin with “The” and...

§ 4-30-107. Membership — Purposes — Powers - (a) Any number of persons, corporations, or entities may associate...

§ 4-30-108. Articles of incorporation - (a) The members shall sign and acknowledge written articles of...

§ 4-30-109. Bylaws - (a) Each corporation shall formulate bylaws prescribing the duties of...

§ 4-30-110. Board of directors — Officers - (a) Every association shall be managed by a board of...

§ 4-30-111. Prerequisite for commencing business - No corporation organized under the provisions of this chapter shall...

§ 4-30-112. Percentage of stock ownership limited — Voting by members - (a) No person shall be allowed to own or have...

§ 4-30-113. Books and records — Right of inspection - (a) Each corporation organized under the provisions of this chapter...

§ 4-30-114. Annual reports - Each corporation organized under the provisions of this chapter shall...

§ 4-30-115. Forms prescribed by Secretary of State - The form for receipts and any other papers necessary for...

§ 4-30-116. Organization, ownership, control, etc., of other corporations or associations - An association organized or existing hereunder may organize, form, operate,...

§ 4-30-117. Liability of members for association's debts - Except for debts lawfully contracted between him or her and...

§ 4-30-118. Tort liability of cooperative - All cooperative corporations and associations organized under the laws of...

Subchapter 2 - Cooperative Banks

§ 4-30-201. Definition - As used in this subchapter, unless the context otherwise requires,...

§ 4-30-202. Applicability of subchapter - Nothing in this subchapter shall apply to or affect in...

§ 4-30-203. Subchapter cumulative - All parts and portions of this subchapter which confer authority...

§ 4-30-204. Future incorporation of cooperative banks prohibited - After March 22, 1937, it shall not be lawful to...

§ 4-30-205. Conditional termination of corporate existence - The corporate existence of all of such cooperative banks organized...

§ 4-30-206. Noncomplying banks — Supervision by commissioner - On failure of any cooperative bank organized under this chapter...

§ 4-30-207. Banks declared investment companies — Penalty — Exception - (a) Every cooperative bank organized under this chapter prior to...

Chapter 31 - Foreign Investors

Subchapter 2 - Qualification to Do Business

§ 4-31-201. Permitted activities generally - Any foreign mutual savings bank, foreign mutual savings fund society,...

§ 4-31-202. Activities as fiduciary, trustee, or agent of trust - (a) The following shall likewise not be considered to be...

§ 4-31-203. Extent of benefits and application of subchapter - (a) Nothing in this subchapter shall be construed as limiting...

§ 4-31-204. Actions — Service of process — Venue - (a) (1) Any bank, trust company, foreign mutual savings bank,...

§ 4-31-205. Taxes - (a) No corporation, institution, or entity coming under the provisions...

Subchapter 3 - Service as Fiduciary

§ 4-31-301. Intent - The General Assembly has determined that Acts 1979, No. 118...

§ 4-31-302. Definitions - For purposes of this section and §§ 4-31-301 and 4-31-303,...

§ 4-31-303. Appointment authorized - Any foreign bank or trust company with fiduciary powers may...

Subchapter 4 - Filing Procedure for Foreign Business Trusts

§ 4-31-401. Definition - For purposes of this subchapter, “business trust” means a foreign...

§ 4-31-402. Filing requirements - (a) (1) A business trust, for the purpose of this...

§ 4-31-403. Applicability of law - (a) Any foreign business trust shall be subject to such...

§ 4-31-404. Discontinuing trust business - (a) Any foreign business trust that desires to withdraw from...

§ 4-31-405. Merger or consolidation - (a) (1) Pursuant to an agreement of merger or consolidation,...

§ 4-31-406. Filing fees - (a) The Secretary of State shall collect the following fees...

Chapter 32 - Small Business Entity Tax Pass Through Act

Subchapter 1 - General Provisions

§ 4-32-101. Title - This chapter shall be known and may be cited as...

§ 4-32-102. Definitions - As used in this chapter, unless the context otherwise requires:...

§ 4-32-103. Name - (a) The name of each limited liability company as set...

§ 4-32-104. Reservation of name - (a) The exclusive right to use a name may be...

§ 4-32-106. Nature of business — Powers - (a) A limited liability company may be organized under this...

§ 4-32-108. Use of fictitious names - (a) No limited liability company, domestic or foreign, shall conduct...

§ 4-32-109. Registered name - (a) A foreign limited liability company may register its name,...

Subchapter 2 - Formation

§ 4-32-201. Formation - One (1) or more persons may form a limited liability...

§ 4-32-202. Articles of organization - The articles of organization shall set forth: (1) A name...

§ 4-32-203. Amendment of articles of organization — Restatement - (a) The articles of organization of a limited liability company...

§ 4-32-204. Execution of documents - (a) Unless otherwise provided in any other section of this...

§ 4-32-205. Filing with Secretary of State - (a) The original signed copy, together with a duplicate copy...

§ 4-32-206. Effect of delivery or filing of articles of organization - (a) Unless a delayed effective date is recited in the...

Subchapter 3 - Relations of Members and Managers to Persons Dealing with the Limited Liability Company

§ 4-32-301. Agency power of members and managers - (a) Except as provided in subsection (b) of this section,...

§ 4-32-302. Admissions by members and managers - (a) Except as provided in subsection (b) of this section,...

§ 4-32-303. Limited liability company charged with knowledge of or notice to member or manager - (a) Except as provided in subsection (b) of this section,...

§ 4-32-304. Liability of members to third parties - Except for the personal liability for acts or omissions of...

§ 4-32-305. Parties to actions - A member of a limited liability company is not a...

§ 4-32-306. Limited liability company may render professional service — Nonprofessional employees and agents — Members and managers need not be employees, etc - No limited liability company organized under this chapter may render...

§ 4-32-307. Limited liability company may qualify as executor or administrator, or in other fiduciary capacity - A limited liability company engaged in the practice of law,...

§ 4-32-308. Professional relationship — Personal liability - All individuals rendering professional service may be personally liable for...

§ 4-32-309. Liability of limited liability company to third parties - Notwithstanding the limitations on liability contained in this subchapter for...

Subchapter 4 - Rights and Duties of Members and Managers

§ 4-32-401. Management - (a) With respect to persons other than members, management of...

§ 4-32-402. Duties of managers and members - Unless otherwise provided in an operating agreement: (1) A member...

§ 4-32-403. Voting - (a) Unless otherwise provided in an operating agreement or this...

§ 4-32-404. Limitation of liability and indemnification of members and managers - An operating agreement which is in writing may: (1) Eliminate...

§ 4-32-405. Records and information - (a) Unless otherwise provided in writing in an operating agreement,...

Subchapter 5 - Finance

§ 4-32-501. Contributions to capital - A limited liability company interest may be issued in exchange...

§ 4-32-502. Liability for contributions - (a) A promise by a member to contribute to the...

§ 4-32-503. Sharing of profits - Unless otherwise provided in writing in an operating agreement, each...

Subchapter 6 - Distributions and Withdrawal

§ 4-32-601. Sharing of interim distributions - Except as otherwise provided in §§ 4-32-602 and 4-32-905, distributions...

§ 4-32-602. Distributions on an event of dissociation - Upon the occurrence of an event of dissociation under §...

§ 4-32-603. Distribution in kind - Unless otherwise provided in an operating agreement: (1) A member,...

§ 4-32-604. Right to distribution - At the time a member becomes entitled to receive a...

Subchapter 7 - Ownership and Transfer of Property

§ 4-32-701. Ownership of limited liability company property - (a) Property transferred to or otherwise acquired by a limited...

§ 4-32-702. Transfer of real property - (a) If the articles of organization do not provide that...

§ 4-32-703. Nature of limited liability company interest - A limited liability company interest is personal property.

§ 4-32-704. Assignment of interest - (a) Unless otherwise provided in writing in an operating agreement:...

§ 4-32-705. Rights of judgment creditor - (a) (1) On application to a court of competent jurisdiction...

§ 4-32-706. Right of assignee to become member - (a) Unless otherwise provided in writing in an operating agreement,...

§ 4-32-707. Powers of estate of deceased or incompetent member - If a member who is an individual dies or a...

Subchapter 8 - Admission and Withdrawal of Members

§ 4-32-801. Admission of members - (a) Subject to subsection (b) of this section, a person...

§ 4-32-802. Events of dissociation - (a) A person ceases to be a member of a...

Subchapter 9 - Dissolution

§ 4-32-901. Dissolution - A limited liability company is dissolved and its affairs shall...

§ 4-32-902. Judicial dissolution - On application by or for a member, a circuit court...

§ 4-32-903. Winding up - Unless otherwise provided in writing in an operating agreement: (1)...

§ 4-32-904. Agency power of managers or members after dissolution - (a) Except as provided in subsections (c)-(e) of this section,...

§ 4-32-905. Distribution of assets - Upon the winding up of a limited liability company, the...

§ 4-32-906. Articles of dissolution - After the dissolution of the limited liability company pursuant to...

§ 4-32-907. Known claims against dissolved limited liability company - (a) Upon dissolution, a limited liability company may dispose of...

§ 4-32-908. Unknown claims against dissolved limited liability company - (a) A limited liability company may publish notice of its...

Subchapter 10 - Foreign Limited Liability Companies

§ 4-32-1001. Law governing - Subject to the Arkansas Constitution, the laws of the state...

§ 4-32-1002. Registration - Before transacting business in this state, a foreign limited liability...

§ 4-32-1003. Issuance of registration - (a) If the Secretary of State finds that an application...

§ 4-32-1004. Name - No certificate of registration shall be issued to a foreign...

§ 4-32-1005. Amendments - (a) The application for registration of a foreign limited liability...

§ 4-32-1006. Cancellation of registration - (a) A foreign limited liability company authorized to transact business...

§ 4-32-1007. Transaction of business without registration - (a) A foreign limited liability company transacting business in this...

§ 4-32-1008. Transactions not constituting transacting business - (a) The following activities of a foreign limited liability company,...

Subchapter 11 - Suits by and Against the Limited Liability Company

§ 4-32-1101. Suits by and against the limited liability company - Suit may be brought by or against a limited liability...

§ 4-32-1102. Authority to sue on behalf of limited liability company - Unless otherwise provided in an operating agreement, a suit on...

§ 4-32-1103. Effect of lack of authority to sue - The lack of authority of a member or manager to...

Subchapter 12 - Conversion and Merger

§ 4-32-1201. Definitions - In this subchapter: (1) “Constituent limited liability company” means a...

§ 4-32-1202. Conversion - (a) An organization other than a limited liability company may...

§ 4-32-1203. Action on plan of conversion by converting limited liability company - (a) Unless otherwise provided in writing in an operating agreement,...

§ 4-32-1204. Filings required for conversion — Effective date - (a) (1) After a plan of conversion is approved, a...

§ 4-32-1205. Effect of conversion - (a) An organization that has been converted under this subchapter...

§ 4-32-1206. Merger - (a) A limited liability company may merge with one (1)...

§ 4-32-1207. Action on plan of merger by constituent limited liability company - (a) Unless otherwise provided in writing in an operating agreement,...

§ 4-32-1208. Filings required for merger — Effective date - (a) After each constituent organization has approved a merger, articles...

§ 4-32-1209. Effect of merger - (a) When a merger becomes effective: (1) The surviving organization...

§ 4-32-1210. Chapter not exclusive - This chapter does not preclude an entity from being converted...

Subchapter 13 - Miscellaneous

§ 4-32-1301. Filing, service, and copying fees - (a) The Secretary of State shall collect the following fees...

§ 4-32-1302. Appeal from Secretary of State's refusal to file document - (a) If the Secretary of State refused to file a...

§ 4-32-1303. Definition of knowledge - A person has “knowledge” of a fact within the meaning...

§ 4-32-1304. Rules of construction - (a) It is the policy of this chapter to give...

§ 4-32-1305. Powers of Secretary of State - The Secretary of State has the power reasonably necessary to...

§ 4-32-1306. Severability - If any provision of this chapter or its application to...

§ 4-32-1307. Interstate application - A limited liability company organized and existing under this chapter...

§ 4-32-1308. Filing requirements - (a) A document must satisfy the requirements of this section,...

§ 4-32-1309. Correcting filed document - (a) A domestic or foreign limited liability company may correct...

§ 4-32-1310. Evidentiary effect of copy of filed document - A certificate attached to a copy of a document filed...

§ 4-32-1311. Certificate of existence - (a) Anyone may apply to the Secretary of State to...

§ 4-32-1312. Penalty for signing false documents - (a) A person commits an offense if he or she...

§ 4-32-1313. Tax status - A limited liability company and its member or members shall...

§ 4-32-1314. Governing law - (a) The liability of members, managers, employees, and agents of...

§ 4-32-1315. Full faith and credit - It is the intent of the legislature that the legal...

§ 4-32-1316. Repealer - All laws and parts of laws in conflict with the...

Subchapter 14 - Medical or Dental Limited Liability Company

§ 4-32-1401. Certification of registration - (a) A limited liability company formed under this chapter and...

Chapter 33 - The Arkansas Nonprofit Corporation Act of 1993

Subchapter 1 - General Provisions

Part A - : Short Title and Applications

§ 4-33-101. Short title - This chapter shall be known and may be cited as...

§ 4-33-102. Reservation of power to amend or repeal - The General Assembly has power to amend or repeal all...

Part B - : Filing Documents

§ 4-33-120. Filing requirements. [Effective until May 1, 2021.] - (a) A document must satisfy the requirements of this section,...

§ 4-33-120. Filing requirements. [Effective May 1, 2021.] - (a) A document must satisfy the requirements of this section,...

§ 4-33-121. Forms - The Secretary of State may prescribe and furnish on request,...

§ 4-33-122. Filing, service, and copying fees - (a) The Secretary of State shall collect the following fees...

§ 4-33-123. Effective date of document - (a) Except as provided in subsection (b) of this section,...

§ 4-33-124. Correcting filed document - (a) A domestic or foreign corporation may correct a document...

§ 4-33-125. Filing duty of Secretary of State - (a) If a document delivered to the office of the...

§ 4-33-126. Appeal from Secretary of State's refusal to file document - (a) If the Secretary of State refuses to file a...

§ 4-33-127. Evidentiary effect of copy of filed document - A certificate attached to a copy of a document bearing...

§ 4-33-128. Certificate of existence - (a) Any person may apply to the Secretary of State...

§ 4-33-129. Penalty for signing false document - (a) A person commits an offense by signing a document...

Part C - : Secretary of State

§ 4-33-130. Powers - The Secretary of State has the power reasonably necessary to...

§ 4-33-131. Annual disclosure of information - Each nonprofit domestic corporation, nonprofit foreign corporation, and nonprofit corporation...

Part D - : Definitions

§ 4-33-140. Chapter definitions - Unless the context otherwise requires in this chapter: (1) “Approved...

§ 4-33-141. Notice - (a) Notice may be oral or written. (b) Notice may...

Part E - : Private Foundations

§ 4-33-150. Internal Revenue section 501(c)(3) — Organizations and private foundations - (a) Notwithstanding any provision of Arkansas law or in the...

Part F - : Judicial Relief

§ 4-33-160. Judicial relief - (a) If for any reason it is impractical or impossible...

Part H - : Religious Corporations — Constitutional Protections

§ 4-33-180. Religious corporations — Constitutional protections - If religious doctrine governing the affairs of a religious corporation...

Subchapter 2 - Organization

§ 4-33-201. Incorporators - One (1) or more persons may act as the incorporator...

§ 4-33-202. Articles of incorporation - (a) The articles of incorporation must set forth: (1) a...

§ 4-33-203. Incorporation - (a) Unless a delayed effective date is specified, the corporate...

§ 4-33-204. Liability for preincorporation transactions - All persons purporting to act as or on behalf of...

§ 4-33-205. Organization of corporation - (a) After incorporation: (1) if initial directors are named in...

§ 4-33-206. Bylaws - (a) The incorporators or board of directors of a corporation...

§ 4-33-207. Emergency bylaws and powers - (a) Unless the articles provide otherwise the directors of a...

Subchapter 3 - Purposes and Powers

§ 4-33-301. Purposes - (a) Every corporation incorporated under this chapter has the purpose...

§ 4-33-302. General powers - Unless its articles of incorporation provide otherwise, every corporation has...

§ 4-33-303. Emergency powers - (a) In anticipation of or during an emergency defined in...

§ 4-33-304. Ultra vires - (a) Except as provided in subsection (b) of this section,...

Subchapter 4 - Names

§ 4-33-401. Corporate name - (a) A corporate name may not contain language stating or...

§ 4-33-402. Reserved name - (a) A person may reserve the exclusive use of a...

§ 4-33-403. Registered name - (a) A foreign corporation may register its corporate name, or...

Subchapter 6 - Members and Membership

Part A - Admission of Members

§ 4-33-601. Admission - (a) The articles or bylaws may establish criteria or procedures...

§ 4-33-602. Consideration - Except as provided in its articles or bylaws, a corporation...

§ 4-33-603. No requirement of members - A corporation is not required to have members.

Part B - Types of Memberships — Members' Rights and Obligations

§ 4-33-610. Differences in rights and obligations of members - All members shall have the same rights and obligations with...

§ 4-33-611. Transfers - (a) Except as set forth in or authorized by the...

§ 4-33-612. Member's liability to third parties - A member of a corporation is not, as such, personally...

§ 4-33-613. Member's liability for dues, assessments and fees - A member may become liable to the corporation for dues,...

§ 4-33-614. Creditor's action against member - (a) No proceeding may be brought by a creditor to...

Part C - Resignation and Termination

§ 4-33-620. Resignation - (a) A member may resign at any time. (b) The...

§ 4-33-621. Termination, expulsion and suspension - (a) No member of a public benefit or mutual benefit...

§ 4-33-622. Purchase of memberships - (a) A public benefit or religious corporation may not purchase...

Part E - Delegates

§ 4-33-640. Delegates - (a) A corporation may provide in its articles or bylaws...

Subchapter 7 - Members' Meetings and Voting

Part A - Meetings and Action Without Meetings

§ 4-33-701. Annual and regular meetings - (a) A corporation with members shall hold a membership meeting...

§ 4-33-702. Special meeting - (a) A corporation with members shall hold a special meeting...

§ 4-33-703. Court-ordered meeting - (a) The circuit court of the county where a corporation's...

§ 4-33-704. Action by written consent - (a) (1) Unless limited or prohibited by the articles or...

§ 4-33-705. Notice of meeting - (a) A corporation shall give notice consistent with its bylaws...

§ 4-33-706. Waiver of notice - (a) (1) A member may waive any notice required by...

§ 4-33-707. Record date — Determining members entitled to notice and vote - (a) The bylaws of a corporation may fix or provide...

§ 4-33-708. Action by written ballot - (a) Unless prohibited or limited by the articles or bylaws,...

Part B - Voting

§ 4-33-720. Members' list for meeting - (a) After fixing a record date for a notice of...

§ 4-33-721. Voting entitlement generally - (a) Unless the articles or bylaws provide otherwise, each member...

§ 4-33-722. Quorum requirements - (a) Unless this chapter, the articles, or bylaws provide for...

§ 4-33-723. Voting requirements - (a) Unless this chapter, the articles, or the bylaws require...

§ 4-33-724. Proxies - (a) Unless the articles or bylaws prohibit or limit proxy...

§ 4-33-725. Cumulative voting for directors - (a) If the articles or bylaws provide for cumulative voting...

§ 4-33-726. Other methods of electing directors - A corporation may provide in its articles or bylaws for...

§ 4-33-727. Corporation's acceptance of votes - (a) If the name signed on a vote, consent, waiver,...

Part C - Voting Agreements

§ 4-33-730. Voting agreements - (a) Two (2) or more members may provide for the...

Subchapter 8 - Directors and Officers

Part A - Board of Directors

§ 4-33-801. Requirement for and duties of board - (a) Each corporation must have a board of directors. (b)...

§ 4-33-802. Qualification of directors - All directors must be individuals. The articles or bylaws may...

§ 4-33-803. Number of directors - (a) A board of directors must consist of three (3)...

§ 4-33-804. Election, designation and appointment of directors - (a) If the corporation has members, all the directors (except...

§ 4-33-805. Terms of directors generally - (a) The articles or bylaws must specify the term of...

§ 4-33-806. Staggered terms for directors - The articles or bylaws may provide for staggering the terms...

§ 4-33-807. Resignation of directors - (a) A director may resign at any time by delivering...

§ 4-33-808. Removal of directors elected by members or directors - (a) The members may remove one (1) or more directors...

§ 4-33-809. Removal of designated or appointed directors - (a) A designated director may be removed by an amendment...

§ 4-33-810. Removal of directors by judicial proceeding - (a) The circuit court of the county where a corporation's...

§ 4-33-811. Vacancy on board - (a) Unless the articles or bylaws provide otherwise, and except...

§ 4-33-812. Compensation of directors - Unless the articles or bylaws provide otherwise, a board of...

Part B - Meetings and Action of the Board

§ 4-33-820. Regular and special meetings - (a) If the time and place of a directors' meeting...

§ 4-33-821. Action without meeting - (a) (1) Unless the articles or bylaws provide otherwise, action...

§ 4-33-822. Call and notice of meetings - (a) Unless the articles, bylaws or subsection (c) of this...

§ 4-33-823. Waiver of notice - (a) (1) A director may at any time waive any...

§ 4-33-824. Quorum and voting - (a) Except as otherwise provided in this chapter, the articles...

§ 4-33-825. Committees of the board - (a) Unless prohibited or limited by the articles or bylaws,...

Part C - Standards of Conduct

§ 4-33-830. General standards for directors - (a) A director shall discharge his or her duties as...

§ 4-33-831. Director conflict of interest - (a) A conflict of interest transaction is a transaction with...

§ 4-33-832. Loans to or guaranties for directors and officers - (a) A corporation may not lend money to or guaranty...

§ 4-33-833. Liability for unlawful distributions - (a) Unless a director complies with the applicable standards of...

Part D - Officers

§ 4-33-840. Required officers - (a) Unless otherwise provided in the articles or bylaws, a...

§ 4-33-842. Standards of conduct for officers - (a) An officer with discretionary authority shall discharge his or...

§ 4-33-843. Resignation and removal of officers - (a) An officer may resign at any time by delivering...

§ 4-33-844. Contract rights of officers - (a) The appointment of an officer does not itself create...

§ 4-33-845. Officers' authority to execute documents - Any contract or other instrument in writing executed or entered...

Part E - Indemnification

§ 4-33-850. Part definitions - In this part: (1) “Corporation” includes any domestic or foreign...

§ 4-33-851. Authority to indemnify - (a) Except as provided in subsection (d) of this section,...

§ 4-33-852. Mandatory indemnification - Unless limited by its articles of incorporation, a corporation shall...

§ 4-33-853. Advance for expenses - (a) A corporation may pay for or reimburse the reasonable...

§ 4-33-854. Court-ordered indemnification - Unless limited by a corporation's articles of incorporation, a director...

§ 4-33-855. Determination and authorization of indemnification - (a) A corporation may not indemnify a director under §...

§ 4-33-856. Indemnification of officers, employees and agents - Unless limited by a corporation's articles of incorporation: (1) an...

§ 4-33-857. Insurance - A corporation may purchase and maintain insurance on behalf of...

§ 4-33-858. Application of part - (a) A provision treating a corporation's indemnification of or advance...

Subchapter 10 - Amendment of Articles of Incorporation and Bylaws

Part A - Articles of Incorporation

§ 4-33-1001. Authority to amend - A corporation may amend its articles of incorporation at any...

§ 4-33-1002. Amendment by directors - (a) Unless the articles provide otherwise, a corporation's board of...

§ 4-33-1003. Amendment by directors and members - (a) Unless this chapter, the articles, bylaws, the members (acting...

§ 4-33-1004. Class voting by members on amendments - (a) The members of a class in a public benefit...

§ 4-33-1005. Articles of amendment - A corporation amending its articles shall deliver to the Secretary...

§ 4-33-1006. Restated articles of incorporation - (a) A corporation's board of directors may restate its articles...

§ 4-33-1007. Amendment pursuant to judicial reorganization - (a) A corporation's articles may be amended without board approval...

§ 4-33-1008. Effect of amendment and restatement - An amendment to articles of incorporation does not affect a...

Part B - Bylaws

§ 4-33-1020. Amendment by directors - If a corporation has no members, its incorporators, until directors...

§ 4-33-1021. Amendment by directors and members - (a) Unless this chapter, the articles, bylaws, the members (acting...

§ 4-33-1022. Class voting by members on amendments - (a) The members of a class in a public benefit...

Part C - Articles of Incorporation and Bylaws

§ 4-33-1030. Approval by third persons - The articles may require an amendment to the articles or...

§ 4-33-1031. Amendment terminating members or redeeming or cancelling memberships - (a) Any amendment to the articles or bylaws of a...

Subchapter 11 - Merger

§ 4-33-1101. Approval of plan of merger - (a) Subject to the limitations set forth in § 4-33-1102,...

§ 4-33-1102. Limitations on mergers by public benefit or religious corporations - (a) Without the prior approval of the circuit court of...

§ 4-33-1103. Action on plan by board, members and third persons - (a) Unless this chapter, the articles, bylaws or the board...

§ 4-33-1104. Articles of merger - After a plan of merger is approved by the board...

§ 4-33-1105. Effect of merger - When a merger takes effect: (1) every other corporation party...

§ 4-33-1106. Merger with foreign corporation - (a) Except as provided in § 4-33-1102, one (1) or...

§ 4-33-1107. Bequests, devises and gifts - Any bequest, devise, gift, grant, or promise contained in a...

§ 4-33-1108. Continuation of prior corporate existence for limited purpose - (a) The corporate existence of each constituent corporation which has...

Subchapter 12 - Sale of Assets

§ 4-33-1201. Sale of assets in regular course of activities and mortgage of assets - (a) A corporation may on the terms and conditions and...

§ 4-33-1202. Sale of assets other than in regular course of activities - (a) A corporation may sell, lease, exchange, or otherwise dispose...

Subchapter 13 - Distributions

§ 4-33-1301. Prohibited distributions - Except as authorized by § 4-33-1302, a corporation shall not...

§ 4-33-1302. Authorized distributions - (a) A mutual benefit corporation may purchase its memberships if...

Subchapter 14 - Dissolution

Part A - Voluntary Dissolution

§ 4-33-1401. Dissolution by incorporators or directors and third persons - (a) A majority of the incorporators or directors of a...

§ 4-33-1402. Dissolution by directors, members and third persons - (a) Unless this chapter, the articles, bylaws or the board...

§ 4-33-1404. Articles of dissolution - (a) At any time after dissolution is authorized, the corporation...

§ 4-33-1406. Effect of dissolution - (a) A dissolved corporation continues its corporate existence but may...

§ 4-33-1407. Known claims against dissolved corporation - (a) A dissolved corporation may dispose of the known claims...

§ 4-33-1408. Unknown claims against dissolved corporation - (a) At any time after dissolution is authorized, a corporation...

Part B - Administrative Dissolution

§ 4-33-1420. Grounds for administrative dissolution - The Secretary of State may commence a proceeding under §...

§ 4-33-1421. Procedure for and effect of administrative dissolution - (a) Upon determining that one (1) or more grounds exist...

§ 4-33-1422. Reinstatement following administrative dissolution - (a) A corporation administratively dissolved under § 4-33-1421 may apply...

§ 4-33-1423. Appeal from denial of reinstatement - (a) The Secretary of State, upon denying a corporation's application...

Part C - Judicial Dissolution

§ 4-33-1430. Grounds for judicial dissolution - (a) The circuit court may dissolve a corporation: (1) in...

§ 4-33-1431. Procedure for judicial dissolution - (a) Venue for a proceeding by the Attorney General to...

§ 4-33-1432. Receivership or custodianship - (a) A court in a judicial proceeding brought to dissolve...

§ 4-33-1433. Decree of dissolution - (a) If after a hearing the court determines that one...

Part D - Miscellaneous

§ 4-33-1440. Deposit with Treasurer of State - Assets of a dissolved corporation that should be transferred to...

Subchapter 15 - Foreign Corporations

Part A - Certificate of Authority

§ 4-33-1501. Authority to transact business required - (a) A foreign corporation may not transact business in this...

§ 4-33-1502. Consequences of transacting business without authority - (a) A foreign corporation transacting business in this state without...

§ 4-33-1503. Application for certificate of authority - (a) A foreign corporation may apply for a certificate of...

§ 4-33-1504. Amended certificate of authority - (a) A foreign corporation authorized to transact business in this...

§ 4-33-1505. Effect of certificate of authority - (a) A certificate of authority authorizes the foreign corporation to...

§ 4-33-1506. Corporate name of foreign corporation - (a) If the corporate name of a foreign corporation does...

§ 4-33-1507. Registered office and registered agent of foreign corporation - Each foreign corporation authorized to transact business in this state...

§ 4-33-1508. Change of registered office or registered agent of foreign corporation - (a) A foreign corporation authorized to transact business in this...

§ 4-33-1509. Resignation of registered agent of foreign corporation - (a) The registered agent of a foreign corporation may resign...

§ 4-33-1510. Service on foreign corporation - (a) The registered agent of a foreign corporation authorized to...

Part B - Withdrawal

§ 4-33-1520. Withdrawal of foreign corporation - (a) A foreign corporation authorized to transact business in this...

Part C - Revocation of Certificate of Authority

§ 4-33-1530. Grounds for revocation - (a) The Secretary of State may commence a proceeding under...

§ 4-33-1531. Procedure and effect of revocation - (a) The Secretary of State upon determining that one (1)...

§ 4-33-1532. Appeal from revocation - (a) A foreign corporation may appeal the Secretary of State's...

Subchapter 16 - Conversion to a Public Water Authority

§ 4-33-1601. Conversion to a public water authority - A corporation which meets the definition of a qualified corporation,...

Subchapter 17 - Transition Provisions

§ 4-33-1701. Application to existing domestic corporations - All provisions of this chapter shall apply to all domestic...

§ 4-33-1702. Application to qualified foreign corporations - A foreign corporation authorized to transact business in this state...

§ 4-33-1703. Saving provisions - (a) Except as provided in subsection (b) of this section,...

§ 4-33-1704. Severability - If any provision of this chapter or its application to...

§ 4-33-1705. Repeal - All laws and parts of laws in conflict with this...

§ 4-33-1706. Effective date - This chapter takes effect January 1, 1994.

§ 4-33-1707. Public benefit, mutual benefit and religious corporations - Upon electing to be governed by the provisions of this...

Chapter 34 - Rehabilitative Services Corporations, Habilitative Services Corporations, and Rural Fire Protection Corporations

§ 4-34-101. Rehabilitative services corporations - (a) There is authorized the creation of rehabilitative services corporations....

§ 4-34-102. Habilitative services corporations - (a) There is authorized the creation of habilitative services corporations....

§ 4-34-103. Rural fire protection corporations - (a) There is authorized the creation of rural fire protection...

§ 4-34-104. Filing for incorporation - One (1) or more persons may act as the incorporator...

§ 4-34-105. Conversion of nonprofit corporations - (a) A corporation organized under the Arkansas Nonprofit Corporation Act...

§ 4-34-106. Applicability of laws - (a) A corporation authorized by this chapter shall be subject...

§ 4-34-107. Property taxes - Nothing in this chapter shall be construed to affect the...

Chapter 35 - Water Authority Act

Subchapter 1 - General Provisions

§ 4-35-101. Legislative intent - It is the intent of the General Assembly to provide...

§ 4-35-102. Title - This chapter shall be known and may be cited as...

§ 4-35-103. Definitions - As used in this chapter: (1) “Articles” means the articles...

§ 4-35-104. Construction - (a) (1) This chapter shall be liberally construed in conformity...

§ 4-35-105. Authority generally - (a) There is conferred upon a water authority the authority...

§ 4-35-106. Members - A water authority shall not have members.

§ 4-35-107. Freedom of Information Act of 1967 applicable - All meetings and records of a water authority shall be...

§ 4-35-108. Tax exemption of projects - Each project by a water authority and all income from...

§ 4-35-109. Arkansas Public Service Commission — Exemption from jurisdiction - Water authorities organized under this chapter shall be exempt in...

§ 4-35-110. Revenues - (a) A water authority formed pursuant to this chapter shall...

§ 4-35-111. Dissolution - (a) (1) A water authority shall be dissolved upon the...

Subchapter 2 - Formation of and Conversion to a Public Water Authority

§ 4-35-201. Authority and procedure to form a water authority - Two (2) or more persons, which may include cities, counties,...

§ 4-35-202. Authority and procedure to convert to a water authority - (a) Whenever a qualified corporation desires to convert to and...

§ 4-35-203. Effect of formation — Filing with Secretary of State - (a) (1) When articles of constitution or articles of conversion...

§ 4-35-204. Board of directors - (a) (1) A water authority shall have a board of...

§ 4-35-205. Officers - (a) The officers of a water authority shall consist of...

§ 4-35-206. Notice - (a) Notice may be communicated: (1) In person; (2) By...

§ 4-35-207. Bylaws - (a) The persons forming the water authority or the initial...

§ 4-35-208. Amendment to articles or bylaws - (a) Subject to subdivision (c)(2) and subsection (d) of this...

§ 4-35-209. Registered office and registered agent - (a) Each water authority shall continuously maintain in this state:...

§ 4-35-210. Powers generally - A water authority shall have the following powers, together with...

Subchapter 3 - Bond Provisions

§ 4-35-301. Issuance of bonds - (a) A water authority is authorized at any time and...

§ 4-35-302. Execution of bonds - (a) Bonds shall be executed by the manual or facsimile...

§ 4-35-303. Security for bonds - (a) The principal of and interest on bonds may be...

§ 4-35-304. Bonds — Tax exemption - (a) The principal of and interest on bonds issued under...

§ 4-35-305. Proceeds from issuance of bonds - (a) The proceeds derived from all of the bonds other...

§ 4-35-306. Refunding bonds - (a) A water authority, at any time and from time...

Chapter 36 - Arkansas Benefit Corporation Act

Subchapter 1 - Preliminary Provisions

§ 4-36-101. Title - This chapter shall be known and may be cited as...

§ 4-36-102. Application of chapter - (a) This chapter shall apply to all benefit corporations. (b)...

§ 4-36-103. Definitions - (a) As used in this chapter: (1) “Benefit corporation” means...

§ 4-36-104. Formation — Fees - (a) A benefit corporation shall be formed under the Arkansas...

§ 4-36-105. Election of status - (a) An existing business corporation may become a benefit corporation...

§ 4-36-106. Termination of status - (a) A benefit corporation may end its benefit corporation status...

Subchapter 2 - Corporate Purposes

§ 4-36-201. Corporate purposes - (a) A benefit corporation shall have a purpose of creating...

Subchapter 3 - Accountability

§ 4-36-301. Standard of conduct for directors - (a) In discharging the duties of their respective positions and...

§ 4-36-302. Benefit director - (a) The board of directors of a benefit corporation may...

§ 4-36-303. Standard of conduct for officers - (a) An officer of a benefit corporation shall consider the...

§ 4-36-304. Benefit officer - (a) A benefit corporation may have an officer designated as...

§ 4-36-305. Right of action - (a) Except in a benefit enforcement proceeding, a person may...

Subchapter 4 - Transparency

§ 4-36-401. Annual reports - (a) (1) A benefit corporation shall prepare an annual benefit...

Chapter 37 - Uniform Protected Series Act

Subchapter 1 - General Provisions

§ 4-37-101. Short title - This chapter may be cited as the “Uniform Protected Series...

§ 4-37-102. Definitions - In this chapter: (1) “Acquired entity” means the entity, all...

§ 4-37-103. Nature of protected series - A protected series of a series limited liability company is...

§ 4-37-104. Powers and duration of protected series - (a) A protected series of a series limited liability company...

§ 4-37-105. Governing law - The law of this state governs: (1) the internal affairs...

§ 4-37-106. Relation of operating agreement, this chapter, and the Small Business Entity Tax Pass Through Act - (a) Except as otherwise provided in this section and subject...

§ 4-37-107. Additional limitations on operating agreement - (a) An operating agreement may not vary the effect of:...

§ 4-37-108. Rules for applying Small Business Entity Tax Pass Through Act to specified provisions of chapter - (a) Except as otherwise provided in subsection (b) and §...

Subchapter 2 - Establishing Protected Series

§ 4-37-201. Protected series designation — Amendment - (a) With the affirmative vote or consent of all members...

§ 4-37-202. Name - (a) Except as otherwise provided in subsection (b), the name...

§ 4-37-203. Registered agent - (a) The registered agent in this state for a series...

§ 4-37-204. Service of process, notice, demand, or other record - (a) A protected series of a series limited liability company...

§ 4-37-205. Certificate of good standing for protected series - (a) On request of any person, the Secretary of State...

§ 4-37-206. Information required in annual report — Effect of failure to provide - (a) In the annual report required by § 26-54-105, a...

Subchapter 3 - Associated Asset; Associated Member; Protected-Series Transferable Interest; Management; Right of Information

§ 4-37-301. Associated asset - (a) Only an asset of a protected series may be...

§ 4-37-302. Associated member - (a) Only a member of a series limited liability company...

§ 4-37-303. Protected-Series transferable interest - (a) A protected-series transferable interest of a protected series of...

§ 4-37-304. Management - (a) A protected series may have more than one protected-series...

§ 4-37-305. Right of person not associated member of protected series to information concerning protected series - (a) A member of a series limited liability company which...

Subchapter 4 - Limitation on Liability and Enforcement of Claims

§ 4-37-401. Limitations on liability - (a) A person is not liable, directly or indirectly, by...

§ 4-37-402. Claim seeking to disregard limitation of liability - (a) Except as otherwise provided in subsection (b), a claim...

§ 4-37-403. Remedies of judgment creditor of associated member of protected-series transferee - Section 4-32-705 applies to a judgment creditor of: (1) an...

§ 4-37-404. Enforcement against non-associated asset - (a) In this section: (1) “Enforcement date” means 12:01 a.m....

Subchapter 5 - Dissolution and Winding Up of Protected Series

§ 4-37-501. Events causing dissolution of protected series - A protected series of a series limited liability company is...

§ 4-37-502. Winding up dissolved protected series - (a) Subject to subsections (b) and (c) and in accordance...

§ 4-37-503. Effect of reinstatement of series limited liability company or revocation of voluntary dissolution - If a series limited liability company that has been administratively...

Subchapter 6 - Entity Transactions Restricted

§ 4-37-601. Definitions - In this subchapter: (1) “After a merger” or “after the...

§ 4-37-602. Protected series may not be party to entity transaction - A protected series may not: (1) be an acquiring, acquired,...

§ 4-37-603. Restriction on entity transaction involving protected series - A series limited liability company may not be: (1) an...

§ 4-37-604. Merger authorized — Parties restricted - A series limited liability company may be party to a...

§ 4-37-605. Plan of merger - In a merger under § 4-37-604, the plan of merger...

§ 4-37-606. Statement of merger - In a merger under § 4-37-604, the statement of merger...

§ 4-37-607. Effect of merger - When a merger under § 4-37-604 becomes effective, in addition...

§ 4-37-608. Application of § 4-37-404 after merger - (a) A creditor's right that existed under § 4-37-404 immediately...

Subchapter 7 - Foreign Protected Series

§ 4-37-701. Governing law - The law of the jurisdiction of formation of a foreign...

§ 4-37-702. No attribution of activities constituting doing business or for establishing jurisdiction - In determining whether a foreign series limited liability company or...

§ 4-37-703. Registration of foreign protected series - (a) Except as otherwise provided in this section and subject...

§ 4-37-704. Disclosure required when foreign series limited liability company or foreign protected series party to proceeding - (a) Not later than 30 days after becoming a party...

Subchapter 8 - Miscellaneous Provisions

§ 4-37-801. Uniformity of application and construction - In applying and construing this uniform act, consideration must be...

§ 4-37-802. Relation to Electronic Signatures in Global and National Commerce Act - This chapter modifies, limits, or supersedes the Electronic Signatures in...

§ 4-37-803. Transitional provisions - (a) Before January 1, 2020, this chapter governs only: (1)...

§ 4-37-804. Savings clause - This chapter does not affect an action commenced, proceeding brought,...

§ 4-37-805. Effective date - This chapter takes effect on October 1, 2019.

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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