Title 4 — Business and Commercial Law

A.C.A. § 4-27-1329Current through all legislation of the 2025 Regular Session.Arkansas Code of 1987 Annotated Official EditionCopyright © 2026 by the State of Arkansas All rights reserved

(a) If a demand for payment under § 4-27-1328 remains unsettled, the corporation shall commence a proceeding within sixty (60) days after receiving the payment demand and petition the court to determine the fair value of the shares and accrued interest. If the corporation does no…

(a) The court in an appraisal proceeding commenced under § 4-27-1330 shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the costs against the corporation, except that the cou…

(1) In this chapter:(1) “Articles of incorporation” include amended and restated articles of incorporation and articles of merger.(2) “Authorized shares” means the shares of all classes a domestic or foreign corporation is authorized to issue.(3) “Conspicuous” means so written th…

(1) A majority of the incorporators or initial directors of a corporation that has not issued shares or has not commenced business may dissolve the corporation by delivering to the Secretary of State for filing articles of dissolution that set forth:(1) the name of the corporatio…

(a) A corporation's board of directors may propose dissolution for submission to the shareholders. (b) For a proposal to dissolve to be adopted:(1) the board of directors must recommend dissolution to the shareholders unless the board of directors determines that because of confl…

(a) At any time after dissolution is authorized, the corporation may dissolve by delivering to the Secretary of State for filing articles of dissolution setting forth:(1) the name of the corporation;(2) the date dissolution was authorized;(3) if dissolution was approved by the sh…

(a) A corporation may revoke its dissolution within one hundred twenty (120) days of its effective date. (b) Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board of …

(a) A dissolved corporation continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including:(1) collecting its assets;(2) disposing of its properties that will not be distributed in kind to i…

(a) A dissolved corporation may dispose of the known claims against it by following the procedure described in this section. (b) The dissolved corporation shall notify its known claimants in writing of the dissolution at any time after its effective date. The written notice must:…

(a) A dissolved corporation may also publish notice of its dissolution and request that persons with claims against the corporation present them in accordance with the notice. (b) The notice must:(1) be published one (1) time in a newspaper of general circulation in the county wh…

(a) Notice under this chapter must be in writing unless oral notice is reasonable under the circumstances. (b) Notice may be communicated in person; by telephone, telegraph, teletype, or other form of wire or wireless communication; or by mail or private carrier. If these forms o…

(a) For purposes of this chapter, the following identified as a shareholder in a corporation's current record of shareholders constitutes one (1) shareholder:(1) three (3) or fewer coowners;(2) a corporation, partnership, trust, estate, or other entity;(3) the trustees, guardians…

(1) The Secretary of State may commence a proceeding under § 4-27-1421 to administratively dissolve a corporation if:(1) the corporation does not pay within sixty (60) days after they are due any franchise taxes or penalties imposed by this chapter or other law;(2) the corporatio…

(a) If the Secretary of State determines that one (1) or more grounds exist under § 4-27-1420 for dissolving a corporation, he or she shall serve the corporation with written notice of his or her determination. (b) If the corporation does not correct each ground for dissolution o…

(a) A corporation administratively dissolved under § 4-27-1421 may apply to the Secretary of State for reinstatement within two (2) years after the effective date of dissolution. The application must:(1) recite the name of the corporation and the effective date of its administrat…

(a) If the Secretary of State denies a corporation's application for reinstatement following administrative dissolution, he or she shall serve the corporation with a written notice that explains the reason or reasons for denial. (b) The corporation may appeal the denial of reinst…

(1) The Pulaski County Circuit Court, in the case of a proceeding brought by the Attorney General, or the circuit court of the county in which the corporation's principal office (or, if none in this state, its registered office) is located in the case of a proceeding brought by a…

(a) Venue for a proceeding by the Attorney General to dissolve a corporation lies in the Pulaski County Circuit Court. Venue for a proceeding brought by any other party named in § 4-27-1430 lies in the county where a corporation's principal office is or was last located or the Pu…

(a) A court in a judicial proceeding brought to dissolve a corporation may appoint one (1) or more receivers to wind up and liquidate, or one (1) or more custodians to manage, the business and affairs of the corporation. The court shall hold a hearing, after notifying all parties…

(a) If after a hearing the court determines that one (1) or more grounds for judicial dissolution described in § 4-27-1430 exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the court shall deliver a cert…

Assets of a dissolved corporation that should be transferred to a creditor, claimant, or shareholder of the corporation who cannot be found or who is not competent to receive them shall be reduced to cash and deposited with the Treasurer of State or other appropriate state offici…

(a) A foreign corporation may not transact business in this state until it obtains a certificate of authority from the Secretary of State. (b) The following activities, among others, do not constitute transacting business within the meaning of subsection (a) of this section:(1) M…

(a) A foreign corporation transacting business in this state without a certificate of authority may not maintain a proceeding in any court in this state until it obtains a certificate of authority. (b) The successor to a foreign corporation that transacted business in this state …

(a) A foreign corporation may apply for a certificate of authority to transact business in this state by delivering an application to the Secretary of State for filing. The application must set forth:(1) the name of the foreign corporation or, if its name is unavailable for use i…

(a) A foreign corporation authorized to transact business in this state must obtain an amended certificate of authority from the Secretary of State if it changes:(1) its corporate name;(2) the period of its duration;(3) any of the information required by § 4-20-105(a); or(4) the …

(a) A certificate of authority authorizes the foreign corporation to which it is issued to transact business in this state subject, however, to the right of the state to revoke the certificate as provided in this chapter. (b) A foreign corporation with a valid certificate of auth…

(a) If the corporate name of a foreign corporation does not satisfy the requirements of § 4-27-401, the foreign corporation to obtain or maintain a certificate of authority to transact business in this state:(1) may add the word “corporation”, “incorporated”, “company”, or “limit…

(a) The registered agent of a foreign corporation authorized to transact business in this state is the corporation's agent for service of process, notice, or demand required or permitted by law to be served on the foreign corporation. (b) A foreign corporation may be served by re…

(a) A foreign corporation authorized to transact business in this state may not withdraw from this state until it obtains a certificate of withdrawal from the Secretary of State. (b) A foreign corporation authorized to transact business in this state may apply for a certificate o…

(1) The Secretary of State may commence a proceeding under § 4-27-1531 to revoke the certificate of authority of a foreign corporation authorized to transact business in this state if:(1) the foreign corporation does not deliver its annual franchise tax report to the Secretary of…

(a) If the Secretary of State determines that one (1) or more grounds exist under § 4-27-1530 for revocation of a certificate of authority, he shall serve the foreign corporation with written notice of his determination under § 4-27-1510. (b) If the foreign corporation does not c…

(a) A foreign corporation may appeal the Secretary of State's revocation of its certificate of authority to the Pulaski County Circuit Court within thirty (30) days after service of the certificate of revocation is perfected under § 4-27-1510. The foreign corporation appeals by p…

(a) A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, and a record of all actions taken by a committee of the board of direct…

(a) A shareholder of a corporation is entitled to inspect and copy, during regular business hours at the corporation's principal office, any of the records of the corporation described in § 4-27-1601(e) if he gives the corporation written notice of his demand at least five (5) bu…

(a) A shareholder's agent or attorney has the same inspection and copying rights as the shareholder he represents. (b) The right to copy records under § 4-27-1602 includes, if reasonable, the right to receive copies made by photographic, xerographic, or other means. (c) The corpo…

(a) If a corporation does not allow a shareholder who complies with § 4-27-1602(a) to inspect and copy any records required by that subsection to be available for inspection, the circuit court of the county where the corporation's principal office is located or the Pulaski County…

(a) A corporation shall furnish its shareholders annual financial statements, which may be consolidated or combined statements of the corporation and one (1) or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income stat…

If a corporation indemnifies or advances expenses to a director under § 4-27-850 in connection with a proceeding by or in the right of the corporation, the corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next…

(a) Each domestic corporation, and each foreign corporation authorized to transact business in this state, shall deliver to the Secretary of State for filing an annual franchise tax report that sets forth:(1) the name of the corporation;(2) the jurisdiction under which the corpor…

This chapter applies to all domestic corporations incorporated on or after its effective date as specified in § 4-27-1706. A corporation incorporated prior to such effective date under any general statute of this state providing for incorporation of corporations for profit may el…

A foreign corporation authorized to transact business in this state at midnight, December 31, 1987, is subject to this chapter but is not required to obtain a new certificate of authority to transact business under this chapter.

(a) Except as provided in subsection (b) of this section, the repeal of a statute by this chapter does not affect:(1) the operation of the statute or any action taken under it before its repeal;(2) any ratification, right, remedy, privilege, obligation, or liability acquired, acc…

If any provision of this chapter or its application to any person or circumstance is held invalid by a court of competent jurisdiction, the invalidity does not affect other provisions or applications of this chapter that can be given effect without the invalid provision or applic…

The fees chargeable by the Secretary of State for services under the Arkansas Business Corporation Act, § 4-26-101 et seq. shall be as follows:Click here to view table. Click here to view table.

This chapter shall be effective on and after midnight, December 31, 1987.

(a) A corporation may acquire all of the outstanding shares of one (1) or more classes or series of another corporation if the board of directors and shareholders if required by § 4-27-1802 of each corporation approve the exchange. (b) The plan of exchange shall set forth:(1) The…

(a) After adopting a plan of share exchange, the board of directors of each corporation whose shares will be acquired in the share exchange shall submit the plan of share exchange for approval by its shareholders. (b) A plan of share exchange may be approved if the:(1) Board of d…

(a) After a plan of share exchange is approved by the shareholders or adopted by the board of directors if shareholder approval is not required, the surviving or acquiring corporation shall file articles of share exchange with the Secretary of State. (b) The articles of share exc…

(1) When a share exchange takes effect, the shares of each acquired corporation are exchanged as provided in the plan and the former holders of the shares are entitled only to:(1) The exchange rights provided in the articles of share exchange; or(2) The rights of the former holde…