Title 4, Business and Commercial Law

(1) As used 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 organizat…

(a) An organization other than a corporation may convert to a corporation, and a corporation may convert to another organization under this section and §§ 4-26-1003 — 4-26-1005 and a plan of conversion if the:(1) Other organization's governing statute authorizes the conversion an…

(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 §§ 4-26-1007 — 4-26-1010 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 which 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 …

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

(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…

(a) If a conversion or merger is effected under this subchapter, the surviving or new organization shall pay to a shareholder of a corporation that is a party to the conversion or merger the fair value of the shareholder's shares, upon surrender of his or her certificate or certi…

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

(1) As used in this chapter, unless the context otherwise requires:(1) “Corporation” or “domestic corporation” means a corporation for profit subject to the provisions of this chapter, except a foreign corporation;(2) “Foreign corporation” means a corporation for profit organized…

(a) Corporations may be organized under this chapter for any lawful purposes except that where another statute of this state, other than Acts 1931, No. 255, which is repealed by this chapter, requires that corporations of any designated class be organized thereunder, corporations…

The Secretary of State shall have the power and authority reasonably necessary to enable him or her to administer this chapter efficiently and to perform the duties therein imposed upon him or her.

(a) Whenever any notice is required to be given to any shareholder or director of a corporation under the provisions of this chapter or under the provisions of the articles of incorporation or bylaws of the corporation, a waiver in writing signed by the person or persons entitled…

A certificate of the Secretary of State under the Great Seal of Arkansas, as to the existence or nonexistence of facts relating to corporations which would not appear from a certified copy of any documents on file in his or her office shall be taken and received in all courts, pu…

(a) If the Secretary of State shall fail to approve any articles of incorporation, amendment, merger, consolidation, or dissolution, or any other document required by this chapter to be approved by the Secretary of State before the same shall be filed in his or her office, he or …

(a) A corporation may be dissolved. (b) The dissolution shall be authorized at a meeting of shareholders which is held after notice to all shareholders, whether or not entitled to vote, by the vote of the holders of two-thirds (⅔) of all outstanding shares entitled to vote thereo…

(a) After a dissolution has been voted by the shareholders, a certificate of dissolution shall be executed by the president or a vice president of the corporation and attested by the secretary or an assistant secretary of the corporation. (b) This certificate shall be verified by…

(1) After dissolution:(1) The corporation shall carry on no business except for the purpose of winding up its affairs;(2) The corporation shall proceed to wind up its affairs, with power to fulfill or discharge its contracts, collect its assets, sell its assets at public or priva…

(a) A dissolved corporation, its directors, officers, and shareholders, may continue to function for the sole purpose of winding up the affairs of the corporation in the same manner as if the dissolution had not taken place. For this limited purpose, the existence of the corporat…

(a) (1) At any time after dissolution, the corporation may, at its option, give a notice requiring all creditors and claimants, including any with unliquidated or contingent claims and any with whom the corporation has unfulfilled contracts, to present their claims in writing and…

(a) At any time after dissolution of a corporation, the circuit court, upon the petition of the corporation or, in a situation approved by the court, upon the petition of a creditor, claimant, director, officer, shareholder, subscriber for shares, incorporator, or the Attorney Ge…

(a) A corporation may be dissolved involuntarily by a decree of the circuit court of the county in which its principal place of business is located or, if it has no principal place of business, in the county wherein its registered office is situated, otherwise in Pulaski County C…

(a) The circuit court shall have full power to liquidate the assets and business of a corporation:(1) In an action by a shareholder when it is established:(A) That the directors are deadlocked in the management of the corporate affairs, and the shareholders are unable to break th…

Upon the liquidation of a corporation, whether before or after dissolution, the portion of the assets distributable to a creditor or shareholder who is unknown or cannot be found or who is under disability, and there is no person legally competent to receive such distributive por…

(a) When any provision of this chapter requires that a corporate document of any character “be executed and filed in accordance with § 4-26-1201,” or “filed in accordance with § 4-26-1201,” the execution or filing of that document and the legal effect thereof shall be controlled …

(1) The fees of the county clerk for services under this chapter shall be:(1) For filing articles of incorporation, articles of amendment, or any other document he or she is required to file under this chapter, twenty-five dollars ($25.00);(2) For recording any document he or she…

Excepting insurance companies, all mutual corporations, foreign or domestic, having no capital stock, seeking to do business in this state, shall pay to the Treasurer of State for the filing of its articles of incorporation a fee of five hundred dollars ($500). However, nothing i…

One (1) or more natural persons of the age of twenty-one (21) years or more may act as incorporators of a corporation by executing and filing in accordance with § 4-26-1201 articles of incorporation for the corporation.

(a) The articles of incorporation, which shall be duly signed by all of the incorporators, shall set forth:(1) The name of the corporation;(2) The period of duration, which may be perpetual;(3) The purpose for which the corporation is organized;(4) The aggregate number of shares …

(a) After the filing of the articles of incorporation with the Secretary of State as required in § 4-26-1201, an organization meeting of the incorporators shall be held either within or without this state, at the call of a majority of the incorporators, for the purpose of electin…

(a) Each corporation, by virtue of its existence as such, 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, in its corporate name;(3) To have a corporate s…

(a) No act of a corporation and no conveyance or transfer of real or personal property to or by a corporation shall be invalid by reason of the fact that the corporation was without capacity or power to do the act or to make or receive the conveyance or transfer. (b) However, the…

A corporation shall not transact any business or incur any indebtedness, except such as shall be incidental to its organization or to obtaining subscriptions to or payment for its shares until there has been paid in for the issuance of shares consideration of the value of at leas…

(a) At any time after the incorporators have filed articles of incorporation with the Secretary of State, he or she shall, upon request and upon payment of the fee prescribed by law, certify whether, as disclosed by the records in his or her office, the existence of the corporati…

(a) A corporation may amend its articles of incorporation, from time to time, in any and as many respects as may be desired, so long as its articles of incorporation as amended contain only such provisions as might be lawfully contained in original articles of incorporation at th…

(a) Amendments to the articles of incorporation shall be made in the following manner:(1) The board of directors shall adopt a resolution setting forth the proposed amendment and directing that it be submitted to a vote at a meeting of shareholders, which may be either an annual …

(1) The holders of the outstanding shares of a class shall be entitled to vote as a class upon a proposed amendment, whether or not entitled to vote thereon by the provisions of the articles of incorporation, if the amendment would:(1) Increase or decrease the aggregate number of…

(1) The articles of amendment shall be verified by at least one (1) of the officials signing them and shall set forth:(1) The name of the corporation;(2) A copy of the amendment so adopted;(3) The date of the adoption of the amendment by the shareholders;(4) The number of shares …

The articles of amendment shall be executed and filed in accordance with § 4-26-1201.

Any restatement of the articles of incorporation effected through the amending procedure authorized in this subchapter shall supersede the original articles of incorporation and all antecedent amendments thereto.

(a) Whenever a plan of reorganization of a corporation has been confirmed by decree or order of a court of competent jurisdiction in proceedings for the reorganization of the corporation, pursuant to the provisions of any applicable statute of the United States relating to reorga…

(1) The corporate name:(1) Shall contain the word “Corporation”, “Company”, or “Incorporated”, or shall contain an abbreviation of one of those words; but the name may not end with the word “Company” nor the abbreviation “Co.” if the final word or abbreviation is immediately prec…