Title 4, Business and Commercial Law

Any officer or agent may be removed by the board of directors whenever in its judgment the best interests of the corporation will be served thereby, but removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an offi…

(a) (1) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed actions, suit, or proceeding, whether civil, criminal, administrative, or investigative, other than an action by or in…

In authorizing the procurement of corporate loans, the creation of obligations under which the corporation is to be primarily or secondarily liable; the issuance of corporate notes, bonds, and other obligations; and the mortgage and pledge of all or any part of the corporate asse…

The sale, lease, or exchange of all or substantially all the property and assets of a corporation, when made in the usual and regular course of the business of the corporation, may be made upon such terms and conditions and for such considerations, which may consist in whole or i…

(a) A sale, lease, or exchange of all or substantially all the property and assets, with or without the good will, of a corporation, if not made in the usual and regular course of its business, may be made upon such terms and conditions and for such consideration, which may consi…

(a) In the event that a sale or exchange prior to dissolution of all or substantially all of the property and assets of a corporation otherwise than in the usual and regular course of its business is authorized by a vote of the shareholders of the corporation, any shareholder who…

(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: DOCUMENT | FEE (1) | Articles of incorporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .…

(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…