Title 4 — Business and Commercial Law

(a) A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles of incorporation or to delete a provision not required in the articles of incorporation. Whether a provision is required or permitted i…

(1) Unless the articles of incorporation provide otherwise, a corporation's board of directors may adopt one (1) or more amendments to the corporation's articles of incorporation without shareholder action:(1) to extend the duration of the corporation if it was incorporated at a …

(a) A corporation's board of directors may propose one (1) or more amendments to the articles of incorporation for submission to the shareholders. (b) For the amendment to be adopted:(1) the board of directors must recommend the amendment to the shareholders unless the board of d…

(a) The holders of the outstanding shares of a class are entitled to vote as a separate voting group (if shareholder voting is otherwise required by this chapter) on a proposed amendment if the amendment would:(1) increase or decrease the aggregate number of authorized shares of …

If a corporation has not yet issued shares, its incorporators or board of directors may adopt one (1) or more amendments to the corporation's articles of incorporation.

(1) A corporation amending its articles of incorporation shall deliver to the Secretary of State for filing articles of amendment setting forth:(1) the name of the corporation;(2) the text of each amendment adopted;(3) if an amendment provides for an exchange, reclassification, o…

(a) A corporation's board of directors may restate its articles of incorporation at any time with or without shareholder action. (b) The restatement may include one (1) or more amendments to the articles. If the restatement includes an amendment requiring shareholder approval, it…

(a) A corporation's articles of incorporation may be amended without action by the board of directors or shareholders to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under federal statute if the articles of incorporation after amendme…

An amendment to articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, or the existing rights of persons other than shareholders of the corporation. An amendment changing a cor…

This chapter shall be known and may be cited as the “Arkansas Business Corporation Act of 1987.”

The General Assembly has power to amend or repeal all or part of this chapter at any time and all domestic and foreign corporations subject to this chapter are governed by the amendment or repeal.

(a) A corporation's board of directors may amend or repeal the corporation's bylaws unless:(1) the articles of incorporation or this chapter reserve this power exclusively to the shareholders in whole or part; or(2) the shareholders in amending or repealing a particular bylaw pro…

(a) If authorized by the articles of incorporation, the shareholders may adopt or amend a bylaw that fixes a greater quorum or voting requirement for shareholders (or voting groups of shareholders) than is required by this chapter. The adoption or amendment of a bylaw that adds, …

(a) A bylaw that fixes a greater quorum or voting requirement for the board of directors may be amended or repealed:(1) if originally adopted by the shareholders, only by the shareholders;(2) if originally adopted by the board of directors, either by the shareholders or by the bo…

(1) In this subchapter:(1) “Constituent corporation” means a constituent organization that is a corporation;(2) “Constituent organization” means an organization that is party to a merger;(3) “Converted organization” means the organization into which a converting organization conv…

(a) An organization other than a corporation may convert to a corporation, and a corporation may convert to another organization under this section and §§ 4-27-1103 — 4-27-1105 and a plan of conversion, if the:(1) Other organization's governing statute authorizes the conversion a…

(a) A plan of conversion may be approved if the:(1) Board of directors recommends the plan of conversion to the shareholders, unless the board of directors:(A) Determines that because of a conflict of interest or other special circumstances it should make no recommendation; and(B…

(a) (1) After a plan of conversion is approved a converting corporation shall file articles of conversion with the Secretary of State.(2) The articles of conversion shall include:(A) A statement that the corporation has been converted into another organization;(B) The name and fo…

(a) An organization that has been converted under this subchapter is for all purposes the same entity that existed before the conversion. (b) When a conversion takes effect:(1) All property owned by the converting organization remains vested in the converted organization;(2) All …

(a) A corporation may merge with one (1) or more other constituent organizations under this section and §§ 4-27-1107 — 4-27-1110 and a plan of merger if:(1) The governing statute of each of the other organizations authorizes the merger;(2) The merger is not prohibited by the law …

(a) Except as provided in subsection (g) of this section and after adopting a plan of merger, the board of directors of each corporation that is a party to the merger shall submit the plan of merger for approval by its shareholders. (b) A plan of merger may be approved if the:(1)…

(a) A parent corporation owning at least ninety percent (90%) of the outstanding shares of each class of a subsidiary corporation may merge the subsidiary corporation into itself without approval of the shareholders of the parent corporation or subsidiary corporation. (b) The boa…

(a) After each constituent organization has approved a merger, articles of merger must be signed by an authorized representative of each constituent organization. (b) The articles of merger shall include:(1) The name and form of each constituent organization and the jurisdiction …

(a) When a merger becomes effective:(1) The surviving organization continues or comes into existence;(2) Each constituent organization that merges into the surviving organization ceases to exist as a separate entity;(3) All property owned by each constituent organization that cea…

This chapter does not preclude an organization from being converted or merged under other law.

(a) A document must satisfy the requirements of this section, and of any other section that adds to or varies these requirements, to be entitled to filing by the Secretary of State. (b) This chapter must require or permit filing the document in the office of the Secretary of Stat…

(a) A corporation may, on the terms and conditions and for the consideration determined by the board of directors:(1) sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property in the usual and regular course of business;(2) mortgage, pledge, dedica…

(a) A corporation may sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property (with or without the good will), otherwise than in the usual and regular course of business, on the terms and conditions and for the consideration determined by the cor…

(a) The Secretary of State may prescribe and furnish on request forms for: (1) an application for a certificate of existence, (2) a foreign corporation's application for a certificate of authority to transact business in this state, (3) a foreign corporation's application for a c…

(a) The Secretary of State shall collect the following fees when the documents described in this subsection are delivered to him or her for filing:Click here to view table. Click here to view table. (b) (1) The Secretary of State shall collect a fee of twenty-five dollars ($25.00…

(a) Except as provided in subsection (b) of this section and § 4-27-124(c), a document accepted for filing is effective:(1) at the time of filing on the date it is filed, as evidenced by the Secretary of State's date and time endorsement on the original document; or(2) at the tim…

(a) A domestic or foreign corporation may correct a document filed by the Secretary of State if the document (1) contains an incorrect statement or (2) was defectively executed, attested, sealed, verified, or acknowledged. (b) A document is corrected:(1) by preparing articles of …

(a) If a document delivered to the office of the Secretary of State for filing satisfies the requirements of § 4-27-120, the Secretary of State shall file it. (b) (1) The Secretary of State files a document by stamping or otherwise endorsing “Filed,” together with his or her name…

(a) If the Secretary of State refuses to file a document delivered to his office for filing, the domestic or foreign corporation may appeal the refusal within thirty (30) days after the return of the document to the Pulaski County Circuit Court. The appeal is commenced by petitio…

A certificate attached to a copy of a document filed by the Secretary of State, bearing his signature (which may be in facsimile) and the seal of this state, is conclusive evidence that the original document is on file with the Secretary of State.

(a) Anyone may apply to the Secretary of State to furnish a certificate of existence for a domestic corporation or a certificate of authorization for a foreign corporation. (b) A certificate of existence or authorization sets forth:(1) the domestic corporation's corporate name or…

(a) A person commits an offense if he signs a document he knows is false in any material respect with intent that the document be delivered to the Secretary of State for filing. (b) An offense under this section is a Class C misdemeanor.

The Secretary of State has the power reasonably necessary to perform the duties required of him by this chapter.

(1) In this subchapter:(1) “Corporation” means the issuer of the shares held by a dissenter before the corporate action, or the surviving or acquiring corporation by merger or share exchange of that issuer.(2) “Dissenter” means a shareholder who is entitled to dissent from corpor…

(a) A shareholder is entitled to dissent from and obtain payment of the fair value of the shareholder's shares in the event of any of the following corporate actions: (1) Consummation of a plan of conversion to which the corporation is a party; (2) Consummation of a plan of merge…

(a) A record shareholder may assert dissenters' rights as to fewer than all the shares registered in his name only if he dissents with respect to all shares beneficially owned by any one (1) person and notifies the corporation in writing of the name and address of each person on …

(a) If proposed corporate action creating dissenters' rights under § 4-27-1302 is submitted to a vote at a shareholders' meeting, the meeting notice must state that shareholders are or may be entitled to assert dissenters' rights under this chapter and be accompanied by a copy of…

(a) If proposed corporate action creating dissenters' rights under § 4-27-1302 is submitted to a vote at a shareholders' meeting, a shareholder who wishes to assert dissenters' rights (1) must deliver to the corporation before the vote is taken written notice of his intent to dem…

(a) If proposed corporate action creating dissenters' rights under § 4-27-1302 is authorized at a shareholders' meeting, the corporation shall deliver a written dissenters' notice to all shareholders who satisfied the requirements of § 4-27-1321. (b) The dissenters' notice must b…

(a) A shareholder sent a dissenters' notice described in § 4-27-1322 must demand payment, certify whether he acquired beneficial ownership of the shares before the date required to be set forth in the dissenters' notice pursuant to § 4-27-1322(b)(3), and deposit his certificates …

(a) The corporation may restrict the transfer of uncertificated shares from the date the demand for their payment is received until the proposed corporate action is taken or the restrictions released under § 4-27-1326. (b) The person for whom dissenters' rights are asserted as to…

(a) Except as provided in § 4-27-1327, as soon as the proposed corporate action is taken, or upon receipt of a payment demand, the corporation shall pay each dissenter who complied with § 4-27-1323 the amount the corporation estimates to be the fair value of his shares, plus accr…

(a) If the corporation does not take the proposed action within sixty (60) days after the date set for demanding payment and depositing share certificates, the corporation shall return the deposited certificates and release the transfer restrictions imposed on uncertificated shar…

(a) A corporation may elect to withhold payment required by § 4-27-1325 from a dissenter unless he was the beneficial owner of the shares before the date set forth in the dissenters' notice as the date of the first announcement to news media or to shareholders of the terms of the…

(a) A dissenter may notify the corporation in writing of his own estimate of the fair value of his shares and amount of interest due, and demand payment of his estimate (less any payment under § 4-27-1325), or reject the corporation's offer under § 4-27-1327 and demand payment of…