Title 4, Business and Commercial Law

(a) (1) Any bank, trust company, foreign mutual savings bank, pension fund, foreign mutual savings fund society, mutual banking association, foreign insurance company, or any other type of organization defined in this subchapter and investing funds in Arkansas may sue or be sued …

(a) No corporation, institution, or entity coming under the provisions of this subchapter and confining its business operations in Arkansas within the limits herein provided shall be required to qualify to do business in this state by filing its charter in the office of the Secre…

The General Assembly has determined that Acts 1979, No. 118 [repealed], authorized foreign banks and trust companies to act as fiduciaries within this state if the state under which they were organized and have their principal office grants reciprocal authority to Arkansas banks …

For purposes of this section and §§ 4-31-301 and 4-31-303, “foreign bank or trust company with fiduciary powers” means a bank or trust company organized under the laws of and having its principal office in the District of Columbia or any territory or state of the United States ot…

Any foreign bank or trust company with fiduciary powers may be appointed and may serve in the State of Arkansas as trustee of a personal or corporate trust, executor, administrator, guardian of the estate, or in any other fiduciary capacity, whether the appointment is by will, de…

For purposes of this subchapter, “business trust” means a foreign unincorporated association or trust created by an instrument under which property is held and managed by trustees for the benefit and profit of such persons as are or may become the holders of a transferable certif…

(a) (1) A business trust, for the purpose of this subchapter, shall be foreign.(2) A foreign business trust includes every foreign business trust. (1) A business trust, for the purpose of this subchapter, shall be foreign. (2) A foreign business trust includes every foreign busin…

(a) Any foreign business trust shall be subject to such applicable provisions of law from time to time in effect with respect to foreign corporations doing business in Arkansas. (b) These shall include, without limitation, applicable provisions of law as relate to the issuance of…

(a) Any foreign business trust that desires to withdraw from or discontinue doing trust business shall furnish to the Secretary of State satisfactory evidence of its release and discharge from all obligation undertaken by it and after the foreign business trust has furnished that…

(a) (1) Pursuant to an agreement of merger or consolidation, a foreign business trust may merge or consolidate with or into one (1) or more foreign business trusts or other business entities formed or organized or existing under the laws of the state or any other state or the Uni…

(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: DOCUMENT | FEE (1) | Articles of business trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . …

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 or to delete a provision not required in the articles. Whether a provision is required or permitted in the articles is determined as of the…

(a) Unless the articles provide otherwise, a corporation's board of directors may adopt one (1) or more amendments to the corporation's articles without member approval:(1) to extend the duration of the corporation if it was incorporated at a time when limited duration was requir…

(a) Unless this chapter, the articles, bylaws, the members (acting pursuant to subsection (b) of this section), or the board of directors (acting pursuant to subsection (c) of this section) require a greater vote or voting by class, an amendment to a corporation's articles to be …

(a) The members of a class in a public benefit corporation are entitled to vote as a class on a proposed amendment to the articles if the amendment would change the rights of that class as to voting in a manner different than such amendment affects another class or members of ano…

(1) A corporation amending its articles shall deliver to the Secretary of State articles of amendment setting forth:(1) the name of the corporation;(2) the text of each amendment adopted;(3) the date of each amendment's adoption;(4) if approval of members was not required, a stat…

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

(a) A corporation's articles may be amended without board approval or approval by the members or approval required pursuant to § 4-33-1030 to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under federal statute if the articles after ame…

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, any requirement or limitation imposed upon the corporation or any property held by it by virtue of any tr…

This chapter shall be known and may be cited as the “Arkansas Nonprofit Corporation Act of 1993”.

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.

If a corporation has no members, its incorporators, until directors have been chosen, and thereafter its board of directors, may adopt one (1) or more amendments to the corporation's bylaws subject to any approval required pursuant to § 4-33-1030. The corporation shall provide no…

(a) Unless this chapter, the articles, bylaws, the members (acting pursuant to subsection (b) of this section), or the board of directors (acting pursuant to subsection (c) of this section) require a greater vote or voting by class, an amendment to a corporation's bylaws to be ad…

(a) The members of a class in a public benefit corporation are entitled to vote as a class on a proposed amendment to the bylaws if the amendment would change the rights of that class as to voting in a manner different than such amendment affects another class or members of anoth…

The articles may require an amendment to the articles or bylaws to be approved in writing by a specified person or persons other than the board. Such an article provision may only be amended with the approval in writing of such person or persons.

(a) Any amendment to the articles or bylaws of a public benefit or mutual benefit corporation that would terminate all members or any class of members or redeem or cancel all memberships or any class of memberships must meet the requirements of this chapter and this section, unle…

(a) Subject to the limitations set forth in § 4-33-1102, two (2) or more nonprofit corporations may merge, if the plan of merger is approved or provided in § 4-33-1103. (b) The plan of merger must set forth:(1) the name of each corporation planning to merge and the name of the su…

(a) Without the prior approval of the circuit court of the county in which the corporation's principal office (or, if none in this state, its registered office) is located, a public benefit or religious corporation may merge only with:(1) a public benefit or religious corporation…

(a) Unless this chapter, the articles, bylaws or the board of directors or members (acting pursuant to subsection (c) of this section) require a greater vote or voting by class, a plan of merger to be adopted must be approved:(1) by the board;(2) by the members, if any, by two-th…

(1) After a plan of merger is approved by the board of directors, and if required by § 4-33-1103, by the members and any other persons, the surviving or acquiring corporation shall deliver to the Secretary of State articles of merger setting forth:(1) the plan of merger;(2) if ap…

(1) When a merger takes effect:(1) every other corporation party to the merger merges into the surviving corporation and the separate existence of every corporation except the surviving corporation ceases;(2) the title to all real estate and other property owned by each corporati…

(a) Except as provided in § 4-33-1102, one (1) or more foreign nonprofit corporations may merge with one (1) or more domestic nonprofit corporations if:(1) the merger is permitted by the law of the state or country under whose law each foreign corporation is incorporated and each…

Any bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance, that is made to a constituent corporation and that takes effect or remains payable after the merger, inures to the surviving corporation unless the will …

(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…

(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 its activities; or(2) mortgage, pledge…

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

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; and (3) a foreign corporation's application for a …

(a) The Secretary of State shall collect the following fees when the documents described in this subsection are delivered for filing: DOCUMENT | FEE (1) | Articles of incorporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .…

(a) Except as provided in subsection (b) of this section, a document is effective:(1) at the time of filing on the date it is filed, as evidenced by the Secretary of State's endorsement on the original document; or(2) at the time specified in the document as its effective time on…

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

(a) If a document delivered to the office of the Secretary of State for filing satisfies the requirements of § 4-33-120, the Secretary of State shall file it. (b) The Secretary of State files a document by stamping or otherwise endorsing “Filed,” together with the Secretary of St…

(a) If the Secretary of State refuses to file a document delivered for filing to the Secretary of State's office, the domestic or foreign corporation may appeal the refusal to the circuit court in the county where the corporation's principal office is located or the Pulaski Count…

A certificate attached to a copy of a document bearing the Secretary of State's 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) Any person may apply to the Secretary of State to furnish a certificate of existence for a domestic or foreign corporation. (b) The certificate of existence sets forth:(1) the domestic corporation's corporate name or the foreign corporation's corporate name used in this state…

(a) A person commits an offense by signing a document such person 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.