Title 4, Business and Commercial Law

(a) A business may submit an application to the Secretary of State on a form prescribed by the Secretary of State for a state business license under this subchapter. (b) (1) A business shall renew the state business license annually as long as the business is operating within thi…

The Secretary of State shall adopt rules to implement and administer this subchapter.

(a) If a person that holds a state business license fails to comply with this subchapter or any rule of the Secretary of State adopted under this subchapter, the Secretary of State may revoke or suspend the state business license of the person as determined by the Secretary of St…

(a) One (1) or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the Secretary of State for filing. (b) One (1) or more natural persons who are between the ages of sixteen (16) and eighteen (18) years of age shal…

(a) The articles of incorporation must set forth:(1) a corporate name for the corporation that satisfies the requirements of § 4-27-401;(2) the number of shares the corporation is authorized to issue and, if such shares are to consist of one (1) class only, the par value of each …

(a) Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are filed. (b) The Secretary of State's filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to inc…

All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under this chapter, are jointly and severally liable for all liabilities created while so acting.

(a) After incorporation:(1) if initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting by…

(a) The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation. (b) The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the …

(a) Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency defined in subsection (d) of this section. The emergency bylaws, which are subject to amendment or repeal by the shareholders,…

(a) Every corporation incorporated under this chapter has the purpose of engaging in any lawful business unless a more limited purpose is specifically set forth in the articles of incorporation. A statement of a corporation's primary purpose or purposes made pursuant to § 4-27-20…

(1) Unless its articles of incorporation provide otherwise, every corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, including without lim…

(a) In anticipation of or during an emergency defined in subsection (d) of this section, the board of directors of a corporation may:(1) modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and(2) relocate the principal office, de…

(a) Except as provided in subsection (b) of this section, the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act. (b) A corporation's power to act may be challenged:(1) in a proceeding by a shareholder against the co…

(a) A corporate name:(1) must contain the word “corporation,” “incorporated,” “company,” or “limited,” or the abbreviation “corp.,” “inc.,” “co.,” or “ltd.,” or words or abbreviations of like import in another language; and(2) may not contain language stating or implying that the…

(a) A person may reserve the exclusive use of a corporate name by delivering an application to the Secretary of State for filing. The application must set forth the name and address of the applicant and the name proposed to be reserved. If the Secretary of State finds that the co…

(a) A foreign corporation may register its corporate name, or its corporate name with any addition required by § 4-27-1506, if the name is distinguishable upon the records of the Secretary of State from the corporate names that are not available under § 4-27-401(b)(3). (b) A fore…

(a) No corporation (domestic or foreign) shall conduct any business in this state under a fictitious name unless it first files with the Secretary of State, and, in case of a domestic corporation, with the county clerk of the county in which the corporation's registered office is…

Where the use, reservation, or registration of a corporate name is in violation of this chapter, it may by court decree be cancelled or enjoined, on the suit of the Attorney General or of any person or corporation injured by such unlawful use, reservation, or registration, notwit…

(a) Neither the reservation of any proposed name, nor the acceptance of the filing of any articles of incorporation, nor the registration of any foreign corporation's name, nor the registration of an assumed or fictitious name shall authorize the use of the corporate name, assume…

(a) The articles of incorporation must prescribe the classes of shares, the number of shares of each class that the corporation is authorized to issue, and a statement of the par value of the shares of each class or a statement that the shares of a class are to be without par val…

(a) If the articles of incorporation so provide, the board of directors may determine, in whole or part, the preferences, limitations, and relative rights (within the limits set forth in § 4-27-601) of (1) any class of shares before the issuance of any shares of that class or (2)…

(a) A corporation may issue the number of shares of each class or series authorized by the articles of incorporation. Shares that are issued are outstanding shares until they are reacquired, redeemed, converted, or cancelled. (b) The reacquisition, redemption, or conversion of ou…

(a) A corporation may:(1) issue fractions of a share or pay in money the value of fractions of a share;(2) arrange for disposition of fractional shares by the shareholders;(3) issue scrip in registered or bearer form entitling the holder to receive a full share upon surrendering …

(a) A subscription for shares entered into before incorporation is irrevocable for six months unless the subscription agreement provides a longer or shorter period or all the subscribers agree to revocation. (b) The board of directors may determine the payment terms of subscripti…

(a) The powers granted in this section to the board of directors may be reserved to the shareholders by the articles of incorporation. (b) The board of directors may authorize shares to be issued for consideration consisting of money paid, labor done, or property actually receive…

(a) A purchaser from a corporation of its own shares is not liable to the corporation or its creditors with respect to the shares except to pay the full consideration, fixed as provided by law, for which the shares were issued or were to be issued. (b) Unless otherwise provided i…

(a) Unless the articles of incorporation provide otherwise, shares may be issued pro rata and without consideration to the corporation's shareholders or to the shareholders of one (1) or more classes or series. An issuance of shares under this subsection is a share dividend. (b) …

A corporation may issue rights, options, or warrants for the purchase of shares of the corporation. The board of directors shall determine the terms upon which the rights, options, or warrants are issued, their form and content, and the consideration for which the shares are to b…

(a) Shares may but need not be represented by certificates. Unless this chapter or another statute expressly provides otherwise, the rights and obligations of shareholders are identical whether or not their shares are represented by certificates. (b) At a minimum each share certi…

(a) Unless the articles of incorporation or bylaws provide otherwise, the board of directors of a corporation may authorize the issue of some or all the shares of any or all of its classes or series without certificates. The authorization does not affect shares already represente…

(a) The articles of incorporation, bylaws, an agreement among shareholders, or an agreement between shareholders and the corporation may impose restrictions on the transfer or registration of transfer of shares of the corporation. A restriction does not affect shares issued befor…

A corporation may pay the expenses of selling or underwriting its shares, and of organizing or reorganizing the corporation, from the consideration received for shares.

(a) The shareholders of a corporation do not have a preemptive right to acquire the corporation's unissued shares except to the extent the articles of incorporation so provide. (b) A statement included in the articles of incorporation that “the corporation elects to have preempti…

(a) A corporation may acquire its own shares, and shares so acquired constitute authorized but unissued shares. (b) If the articles of incorporation prohibit the reissue of acquired shares, the number of authorized shares is reduced by the number of shares acquired, effective upo…

(a) A board of directors may authorize and the corporation may make distributions to its shareholders subject to restriction by the articles of incorporation and the limitation in subsection (c) of this section. (b) If the board of directors does not fix the record date for deter…

(a) A corporation shall hold a meeting of shareholders annually at a time stated in or fixed in accordance with the bylaws. (b) (1) Annual shareholders' meetings may be held at a physical location or solely or partially by means of remote communication, in or out of this state, a…

(a) A corporation shall hold a special meeting of shareholders:(1) on call of its board of directors or the person or persons authorized to do so by the articles of incorporation or bylaws; or(2) if the holders of at least ten percent (10%) of all the votes entitled to be cast on…

(a) The circuit court of the county where a corporation's principal office is located or the Pulaski County Circuit Court, if the corporation does not have a principal office in this state, may summarily order a meeting to be held:(1) on application of any shareholder of the corp…

(a) Action on proposals to increase the capital stock or bond indebtedness of a corporation may be taken without a meeting of shareholders if one (1) or more written consents, setting forth the action so taken, shall be signed by all of the shareholders of the corporation. Any ot…

(a) A corporation shall notify shareholders of the date, time, and place of each annual and special shareholders' meeting no fewer than sixty (60) nor more than seventy-five (75) days before the meeting date if a proposal to increase the authorized capital stock or bond indebtedn…

(a) A shareholder may waive any notice required by this chapter, the articles of incorporation, or bylaws before or after the date and time stated in the notice. The waiver must be in writing, be signed by the shareholder entitled to the notice, and be delivered to the corporatio…

(a) The bylaws may fix or provide the manner of fixing the record date for one (1) or more voting groups in order to determine the shareholders entitled to notice of a shareholders' meeting, to demand a special meeting, to vote, or to take any other action. If the bylaws do not f…

(a) After fixing a record date for a meeting, a corporation shall prepare an alphabetical list of the names of all its shareholders who are entitled to notice of a shareholders' meeting. The list must be arranged by voting group (and within each voting group by class or series of…

(a) Except as provided in subsections (b) and (c) of this section or unless the articles of incorporation provide otherwise, each outstanding share, regardless of class, is entitled to one (1) vote on each matter voted on at a shareholders' meeting. Only shares are entitled to vo…

(a) A shareholder may vote his shares in person or by proxy. (b) A shareholder may appoint a proxy to vote or otherwise act for him by signing an appointment form, either personally or by his attorney-in-fact. (c) An appointment of a proxy is effective when received by the secret…