Title 4 — Business and Commercial Law
88 chapters · 1,044 sections in this title.
Ark. Code Ann. § 4-28-206 Articles of incorporation generally
7.0K chars
(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…
Ark. Code Ann. § 4-28-207 Charitable, religious, etc., organizations — Amendment of articles of incorporation by operation of law
1.4K chars
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…
Ark. Code Ann. § 4-28-208 Private foundations — Amendment of articles of incorporation by operation of law
3.1K chars
(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…
Ark. Code Ann. § 4-28-209 Powers
2.7K chars
(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…
Ark. Code Ann. § 4-28-210 Members
0.9K chars
(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…
Ark. Code Ann. § 4-28-211 Board of directors
1.2K chars
(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…
Ark. Code Ann. § 4-28-212 Voting
2.6K chars
(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…
Ark. Code Ann. § 4-28-213 Officers
0.5K chars
(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 (…
Ark. Code Ann. § 4-28-214 Registered agent — Service of process
2.4K chars
(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…
Ark. Code Ann. § 4-28-215 Compensation and reimbursement to members, directors, officers, etc
0.4K chars
(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…
Ark. Code Ann. § 4-28-216 Powers of Secretary of State
0.9K chars
(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 …
Ark. Code Ann. § 4-28-217 Rules by state agencies applicable
0.8K chars
(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…
Ark. Code Ann. § 4-28-218 Books and accounting records
0.6K chars
(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…
Ark. Code Ann. § 4-28-219 Shares of stock and dividends prohibited
0.2K chars
(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.
Ark. Code Ann. § 4-28-220 Loans to directors and officers prohibited
0.3K chars
(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…
Ark. Code Ann. § 4-28-221 Admission of foreign corporation
2.1K chars
(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 …
Ark. Code Ann. § 4-28-222 Involuntary dissolution
1.8K chars
(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 …
Ark. Code Ann. § 4-28-223 Fees to be paid to Secretary of State
0.2K chars
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.
Ark. Code Ann. § 4-28-224 Corporation's acceptance of votes
3.2K chars
(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…
Ark. Code Ann. § 4-28-225 Conversion to public water authority
1.1K chars
(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 …
Ark. Code Ann. § 4-28-301 Definition
0.2K chars
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.
Ark. Code Ann. § 4-28-302 Domestic corporations — Merger pursuant to plan
1.2K chars
(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…
Ark. Code Ann. § 4-28-303 Domestic corporations — Consolidation pursuant to plan
1.4K chars
(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…
Ark. Code Ann. § 4-28-304 Domestic corporations — Adoption of plan of merger or consolidation — Abandonment
4.1K chars
(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…
Ark. Code Ann. § 4-28-305 Domestic corporations — Articles of merger or consolidation
4.4K chars
(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…
Ark. Code Ann. § 4-28-306 Domestic corporations — Certificate of merger or consolidation — Merger or consolidation effected upon issuance
0.5K chars
(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…
Ark. Code Ann. § 4-28-307 Domestic corporations — Effect of merger or consolidation
4.9K chars
(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…
Ark. Code Ann. § 4-28-308 Merger or consolidation of foreign with domestic corporations
9.2K chars
(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…
Ark. Code Ann. § 4-28-309 Continuation of prior corporate existence for limited purpose
1.6K chars
(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…
Ark. Code Ann. § 4-28-401 Definitions
20.9K chars
(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…
Ark. Code Ann. § 4-28-402 Registration of charitable organizations prior to solicitation
5.4K chars
(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…
Ark. Code Ann. § 4-28-403 Annual financial reports and fiscal records
7.6K chars
(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…
Ark. Code Ann. § 4-28-404 Charitable organizations exempted from registration and financial disclosure requirements
4.1K chars
(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…
Ark. Code Ann. § 4-28-405 Charitable organization — Filing of contracts
0.5K chars
(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…
Ark. Code Ann. § 4-28-406 Fund-raising counsel — Registration — Fees
0.9K chars
(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…
Ark. Code Ann. § 4-28-407 Paid solicitors — Registration, fees, and bond — Filing of contracts — Solicitation notice — Contract requirements — Prohibited practices — Records — Deposit of funds
11.4K chars
(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…
Ark. Code Ann. § 4-28-408 Commercial coventurers — Filing of contracts — Terms — Accounting — Disclosures required in advertising
4.1K chars
(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…
Ark. Code Ann. § 4-28-409 Disclosures
2.7K chars
(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…
Ark. Code Ann. § 4-28-410 Documents
0.6K chars
(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…
Ark. Code Ann. § 4-28-411 Professional telemarketers — Registration and renewal
0.6K chars
(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…
Ark. Code Ann. § 4-28-412 Prohibited acts
5.4K chars
(1) It shall be a violation of this subchapter for:(1) Any person to make any misrepresentation, either express or implied, during the course of soliciting funds for a charitable organization;(2) Any charitable organization to engage in any financial transaction that knowingly je…
Ark. Code Ann. § 4-28-413 Nonresident organization — Service of process
1.8K chars
(a) A nonresident charitable organization, paid solicitor, fund-raising counsel, or professional telemarketer desiring to solicit funds within the State of Arkansas shall file with the Secretary of State an irrevocable written consent that in suits, proceedings, and actions growi…
Ark. Code Ann. § 4-28-414 City ordinances provisionally authorized
0.2K chars
Nothing contained in the provisions of this subchapter shall prohibit any city or incorporated town in the State of Arkansas from enacting otherwise lawful ordinances regulating a solicitation of contributions within the limits of the city.
Ark. Code Ann. § 4-28-415 Disposition of fees
0.3K chars
All registration fees collected by the Secretary of State under this subchapter shall be deposited into the State Treasury, and the Treasurer of State shall credit them as general revenues to the various funds in the respective amounts to each and to be used as provided in the Re…
Ark. Code Ann. § 4-28-416 Violation of the Deceptive Trade Practices Act
1.2K chars
(a) (1) A violation of the provisions of this section shall constitute an unfair and deceptive act or practice, as defined by the Deceptive Trade Practices Act, § 4-88-101 et seq. (2) All remedies, penalties, and authority granted to the Attorney General or other persons under th…
Ark. Code Ann. § 4-28-417 Access to records
0.1K chars
The Attorney General shall have access to all records filed with the Secretary of State under this subchapter.
Ark. Code Ann. § 4-28-418 Limitations on regulation by a public agency
1.6K chars
(a) Except where specifically required or authorized by federal law, no state agency or state official shall impose an annual filing or reporting requirement on a nonprofit organization regulated or specifically exempted from regulation under this chapter that is more stringent, …
Ark. Code Ann. § 4-28-601 Short title
0.1K chars
This subchapter may be cited as the Revised Uniform Unincorporated Nonprofit Association Act.
Ark. Code Ann. § 4-28-602 Definitions
5.7K chars
(1) In this subchapter:(1) “Established practices” means the practices used by an unincorporated nonprofit association without material change during the most recent five years of its existence, or if it has existed for less than five years, during its entire existence.(2) “Gover…
Ark. Code Ann. § 4-28-603 Relation to other law
0.4K chars
(a) Principles of law and equity supplement this subchapter unless displaced by a particular provision of it. (b) A statute governing a specific type of unincorporated nonprofit association prevails over an inconsistent provision in this subchapter, to the extent of the inconsist…