Title 4 — Business and Commercial Law

(a) Agricultural and mechanical fair associations and other associations of a public nature and designed to promote the public good may be constituted bodies politic and corporate in the manner provided by law for business corporations, and the capital stock may be divided and he…

There shall be allowed and collected by the Secretary of State, and accounted for by him or her to the State Treasury in the same manner as all other fees are or shall be directed to be accounted for by state officers, a fee for receiving each draft of articles, or charter, of a …

(a) For the purposes of this section, “public funds” means all federal, state, county, municipal, or other funds received from any taxing unit. (b) (1) Nonprofit corporations shall not use public funds to purchase key-man life insurance as a form of deferred compensation.(2) The …

(a) For purposes of this section:(1) “Nonprofit organization” means an organization exempt from taxation under § 26 U.S.C. 501(c)(3); and(2) “State financial assistance” means all state funds given, granted, or disbursed to a nonprofit organization pursuant to appropriation laws …

(a) A nonprofit organization may, in its own name, institute, defend, intervene, or participate in a judicial, administrative, or other governmental proceeding or in an arbitration, mediation, or any other form of alternative dispute resolution. (b) A nonprofit organization may, …

Sections 4-28-201 — 4-28-206 and 4-28-209 — 4-28-224 shall be known as the “Arkansas Nonprofit Corporation Act”.

(1) As used in §§ 4-28-201 — 4-28-206 and 4-28-209 — 4-28-224, unless the context otherwise requires:(1) “Board of directors” means the group of persons vested with the management of the affairs of the corporation;(2) “Corporation” means a domestic corporation not for profit subj…

(a) The provisions of §§ 4-28-201 — 4-28-206 and 4-28-209 — 4-28-224 relating to domestic corporations shall apply to:(1) All corporations organized hereunder; and(2) All not-for-profit corporations heretofore organized under any act hereby repealed, for the purposes for which a …

(a) The provisions of §§ 4-28-201 — 4-28-206 and 4-28-209 — 4-28-224 shall in no way affect any nonprofit corporation chartered under and in accordance with the laws of this state existing prior to March 7, 1963. (b) Any such nonprofit corporation organized prior to March 7, 1963…

Corporations may be organized under §§ 4-28-201 — 4-28-206 and 4-28-209 — 4-28-224 for any lawful purpose including, without being limited to any one (1) or more of the following purposes: charitable; benevolent; eleemosynary; educational; civic; patriotic; political; religious; …

(a) Any association of persons or for-profit corporation organized under the Arkansas Business Corporation Act of 1987, § 4-27-101 et seq., desirous of becoming incorporated under the provisions of the Arkansas Nonprofit Corporation Act, §§ 4-28-201 — 4-28-206 and 4-28-209 — 4-28…

Notwithstanding any provision of Arkansas law or in the articles of incorporation to the contrary, the articles of incorporation of each nonprofit corporation organized under the laws of this state which is an exempt charitable, religious, literary, educational, or scientific org…

(a) Notwithstanding any provision in the laws of this state, including the provisions of the Arkansas Nonprofit Corporation Act, §§ 4-28-201 — 4-28-206 and 4-28-209 — 4-28-224, or in the articles of incorporation to the contrary, except as provided in subsection (c) of this secti…

(1) Each corporation shall have power:(1) To have perpetual succession by its corporate name unless a limited period of duration is stated in its articles of incorporation;(2) To sue and be sued, complain, and defend in its corporate name;(3) To purchase, take, receive, lease, ta…

(a) A corporation may have one (1) or more classes of members, or may have no members, as provided in the articles of incorporation. (b) (1) If a membership fee is collected, a serially numbered certificate evidencing the membership fee shall be issued.(2) The records of the corp…

(a) The directors constituting the first board of directors shall be named in the articles of incorporation and shall hold office until their successors have been elected and qualified. Thereafter, the board of directors shall be elected by vote of the entire membership of the co…

(a) Each member shall be entitled to one (1) vote in the election of the board of directors. Where more than one (1) membership is held by a single entity, the member shall be entitled to one (1) vote for each such membership. (b) On such other matters as may be subject to vote o…

(a) The officers of a corporation shall consist of a president, vice president, secretary, treasurer, and such other officers and assistant officers as may be deemed necessary. (b) The officers shall be elected or appointed in such manner and for such terms, not exceeding three (…

(a) Each corporation shall maintain a registered agent at its principal office or place of business upon whom may be served any process, notice, or demand required or permitted by law to be served upon the corporation. The registered agent may be changed upon the filing of proper…

(a) A corporation may pay compensation in a reasonable amount to its members, directors, or officers for services rendered and may confer benefits upon its members in conformity with its purposes. (b) A corporation may make reimbursement to its members, directors, officers, or em…

(a) The Secretary of State may propound to any corporation, domestic or foreign, subject to the provisions of the Arkansas Nonprofit Corporation Act, §§ 4-28-201 — 4-28-206 and 4-28-209 — 4-28-224, and to any officer or director thereof, such interrogatories as may be reasonably …

(a) If any nonprofit corporation established under the Arkansas Nonprofit Corporation Act, §§ 4-28-201 — 4-28-206 and 4-28-209 — 4-28-224, engages in any activity controlled or regulated by any officer, agency, or department of this state, the activity shall be conducted in compl…

(a) Each corporation shall keep correct and complete books and records of account. (b) All receipts of moneys and expenditures shall be properly recorded according to accepted accounting principles. (c) A record of the proceedings of its members, board of directors, and committee…

(a) A corporation shall not have or issue shares of stock. (b) No dividend shall be paid and no part of the income of a corporation shall be distributed to its members, directors, or officers.

(a) No loans shall be made by a corporation to its directors or officers. (b) The directors of a corporation who vote for or assent to the making of a loan to a director or officer and any officers participating in the making of the loan shall be jointly and severally liable to t…

(a) Prior to conducting affairs in this state, a foreign corporation shall first procure a certificate of authority from the Secretary of State. (b) Application for the certificate of authority shall contain the following information:(1) The name of the corporation and the state …

(1) A corporation incorporated under the provisions of the Arkansas Nonprofit Corporation Act, §§ 4-28-201 — 4-28-206 and 4-28-209 — 4-28-224, may be dissolved involuntarily by a decree of the Pulaski County Circuit Court in an action filed by the Attorney General or by a decree …

The Secretary of State shall charge and collect the fees provided under § 4-33-122 for filing the articles of incorporation, amendments, and other filings or certificates under this subchapter.

(a) If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a member, the corporation, if acting in good faith, is entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the member. (b) If the nam…

(a) A corporation which meets the definition of a qualified corporation, as defined by § 4-35-103, may adopt a plan to convert its entity status from that of a nonprofit corporation to a water authority pursuant to the Water Authority Act, § 4-35-101 et seq., unless the articles …

As used in this subchapter, the terms “corporation”, “foreign corporation”, “not-for-profit corporation”, and “board of directors” shall have the same meaning as stated in the definition of those terms in § 4-28-202.

(a) Any two (2) or more domestic corporations may merge into one (1) of such corporations pursuant to a plan of merger approved in the manner provided in this subchapter. (b) Each corporation shall adopt a plan of merger setting forth:(1) The name of the corporations proposing to…

(a) Any two (2) or more domestic corporations may consolidate into a new corporation pursuant to a plan of consolidation approved in the manner provided in this subchapter. (b) Each corporation shall adopt a plan of consolidation setting forth:(1) The names of the corporations pr…

(a) A plan of merger or consolidation of domestic corporations shall be adopted in the following manner:(1) (A) Where the members of any merging or consolidating corporation have voting rights, the board of directors of the corporations shall adopt a resolution approving the prop…

(a) Upon approval, articles of merger or articles of consolidation shall be executed by each corporation by its president or a vice president and by its secretary or an assistant secretary and verified by one (1) of the officers of each corporation signing the articles. (b) The a…

(a) Upon the issuance of the certificate of merger or the certificate of consolidation by the Secretary of State, the merger or consolidation of domestic corporations shall be effected. (b) The certificate of merger or certificate of consolidation, together with the copy of the a…

(1) When the merger or consolidation of domestic corporations has been effected:(1) The several corporations parties to the plan of merger or consolidation shall be a single corporation, which in the case of a merger shall be that corporation designated in the plan of merger as t…

(a) One (1) or more foreign corporations and one (1) or more domestic corporations may be merged or consolidated if the merger or consolidation is permitted by the laws of the state under which each such foreign corporation is organized. (b) (1) In the case of merger, the survivi…

(a) The corporate existence of each constituent corporation which has been dissolved through merger or consolidation shall be continued indefinitely for the limited purpose of enabling the constituent corporation to execute through its own officers formal deeds, conveyances, assi…

(1) As used in this subchapter, unless the context otherwise requires:(1) “Charitable organization” means any person:(A) Who is or holds himself or herself out to be established for:(i) Any benevolent, educational, philanthropic, humane, scientific, patriotic, social welfare or a…

(a) (1) A charitable organization, in or out of the state, shall not solicit contributions from persons in this state by any means whatsoever until the charitable organization has:(A) Registered; and(B) Provided certain information concerning the charitable organization and its s…

(a) (1) (A) Each charitable organization subject to this subchapter shall file with the Secretary of State an annual financial report on forms prescribed by the Secretary of State no later than one hundred eighty (180) days after the last date of the charitable organization's fis…

(1) The following charitable organizations are not subject to the reporting requirement under §§ 4-28-403 and 4-28-405, provided each organization shall submit an application for a reporting exemption to the Secretary of State, on forms prescribed by the Secretary of State, toget…

(a) Each contract between a charitable organization and a fund-raising counsel shall be in writing and shall be filed by the charitable organization with the Secretary of State before the performance by the fund-raising counsel of any material services under the contract. (b) The…

(a) A person shall not act as a fund-raising counsel until he or she has first registered with the Secretary of State. (b) Applications for registration shall be submitted:(1) In writing;(2) Under oath;(3) In the form prescribed by the Secretary of State; and(4) Accompanied by an…

(a) (1) A person shall not act as a paid solicitor unless he or she has first registered with the Secretary of State.(2) Applications for registration shall be submitted:(A) In writing;(B) In the form prescribed by the Secretary of State; and(C) Accompanied by a fee in the amount…

(a) (1) Every charitable organization subject to the registration requirements of this subchapter that agrees to permit a charitable sales promotion to be conducted in its behalf shall obtain a written agreement from the commercial coventurer and file a copy of the agreement with…

(a) It is an unlawful practice for any person to solicit or request contributions when any part of the proceeds is pledged to be given to a charitable organization or solicited for a charitable purpose unless:(1) The person discloses to each party solicited and to every purchaser…

(a) All contracts, scripts, pamphlets, handouts, and other materials used by paid solicitors shall be in writing, and true and correct copies of all documents used in any promotion shall be kept on file in the offices of the paid solicitor and in the offices of the charitable org…

(a) Every professional telemarketer shall be employed in a principal-agent relationship by a paid solicitor registered under this subchapter and shall, within seventy-two (72) hours after accepting employment, register with the Secretary of State. (b) An application for registrat…