Title 4, Business and Commercial Law

(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…

(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…

(a) Except as otherwise provided in subsection (b), the law of this state governs the operation in this state of all unincorporated nonprofit associations formed or operating in this state. (b) Unless the governing principles specify a different jurisdiction, the law of the juris…

(a) An unincorporated nonprofit association is a legal entity distinct from its members and managers. (b) An unincorporated nonprofit association has perpetual duration unless the governing principles specify otherwise. (c) An unincorporated nonprofit association has the same pow…

(a) An unincorporated nonprofit association may acquire, hold, encumber, or transfer in its name an interest in real or personal property. (b) An unincorporated nonprofit association may be a beneficiary of a trust or contract, a legatee or a devisee.

(a) In this section, “statement of authority” means a statement authorizing a person to transfer an interest in real property held in the name of an unincorporated nonprofit association. (b) An interest in real property held in the name of an unincorporated nonprofit association …

(a) A debt, obligation, or other liability of an unincorporated nonprofit association, whether arising in contract, tort, or otherwise:(1) is solely the debt, obligation, or other liability of the association; and(2) does not become a debt, obligation, or other liability of a mem…

(a) An unincorporated nonprofit association may sue or be sued in its own name. (b) A member or manager may assert a claim the member or manager has against the unincorporated nonprofit association. An association may assert a claim it has against a member or manager.

A judgment or order against an unincorporated nonprofit association is not by itself a judgment or order against a member or manager.

(a) An unincorporated nonprofit association may file in the office of the Secretary of State a statement appointing an agent authorized to receive service of process. (b) A statement appointing an agent must set forth:(1) the name of the unincorporated nonprofit association; and(…

In an action or proceeding against an unincorporated nonprofit association, process may be served on an agent authorized by appointment to receive service of process, on a manager of the association, or in any other manner authorized by the law of this state.

An action or proceeding against an unincorporated nonprofit association does not abate merely because of a change in its members or managers.

Unless otherwise provided by law other than this subchapter, venue of an action against an unincorporated nonprofit association brought in this state is determined under the statutes applicable to an action brought in this state against a corporation.

A member is not an agent of the association solely by reason of being a member.

(a) Except as otherwise provided in the governing principles, an unincorporated nonprofit association must have the approval of its members to:(1) admit, suspend, dismiss, or expel a member;(2) select or dismiss a manager;(3) adopt, amend, or repeal the governing principles;(4) s…

(a) Unless the governing principles provide otherwise:(1) approval of a matter by members requires an affirmative majority of the votes cast at a meeting of members; and(2) each member is entitled to one vote on each matter that is submitted for approval by members. (1) approval …

(a) A member does not have a fiduciary duty to an unincorporated nonprofit association or to another member solely by being a member. (b) A member shall discharge the duties to the unincorporated nonprofit association and the other members and exercise any rights under this subch…

(a) A person becomes a member and may be suspended, dismissed, or expelled in accordance with the association's governing principles. If there are no applicable governing principles, a person may become a member or be suspended, dismissed, or expelled from an association only by …

(a) A member may resign as a member in accordance with the governing principles. In the absence of applicable governing principles, a member may resign at any time. (b) Unless the governing principles provide otherwise, resignation of a member does not relieve the member from any…

Except as otherwise provided in the governing principles, a member's interest or any right under the governing principles is not transferable.

(1) Except as otherwise provided in this subchapter or the governing principles:(1) only the members may select a manager or managers;(2) a manager may be a member or a nonmember;(3) if a manager is not selected, all members are managers;(4) each manager has equal rights in the m…

(a) A manager owes to the unincorporated nonprofit association and to its members the fiduciary duties of loyalty and care. (b) A manager shall manage the unincorporated nonprofit association in good faith, in a manner the manager reasonably believes to be in the best interests o…

Notice and quorum requirements for meetings of managers and the conduct of meetings of managers are determined by the governing principles.

(a) On reasonable notice, a member or manager of an unincorporated nonprofit association may inspect and copy during the unincorporated nonprofit association's regular operating hours, at a reasonable location specified by the association, any record maintained by the association…

(a) Except as otherwise provided in subsection (b), an unincorporated nonprofit association may not pay dividends or make distributions to a member or manager. (b) An unincorporated nonprofit association may:(1) pay reasonable compensation or reimburse reasonable expenses to a me…

(a) Except as otherwise provided in the governing principles, an unincorporated nonprofit association shall reimburse a member or manager for authorized expenses reasonably incurred in the course of the member's or manager's activities on behalf of the association. (b) An unincor…

(a) An unincorporated nonprofit association may be dissolved as follows:(1) if the governing principles provide a time or method for dissolution, at that time or by that method;(2) if the governing principles do not provide a time or method for dissolution, upon approval by the m…

(1) Winding up and termination of an unincorporated nonprofit association must proceed in accordance with the following rules:(1) All known debts and liabilities must be paid or adequately provided for.(2) Any property subject to a condition requiring return to the person designa…

(a) In this section:(1) “Constituent organization” means an organization that is merged with one or more other organizations including the surviving organization.(2) “Nonsurviving organization” means a constituent organization that is not the surviving organization.(3) “Organizat…

(a) If, before January 1, 2012, an interest in property was by terms of a transfer purportedly transferred to an unincorporated nonprofit association but under the law of this state the interest did not vest in the association, or in one or more persons on behalf of his or her as…

In applying and construing this uniform act, consideration must be given to the need to promote uniformity of the law with respect to its subject matter among states that enact it.

This subchapter modifies, limits, and supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. § 7001, et seq., but does not modify, limit, or supersede section 101(c) of that act, 15 U.S.C. § 7001(c), or authorize electronic delivery of any of …

This subchapter does not affect an action or proceeding commenced or right accrued before this subchapter takes effect.

This subchapter takes effect January 1, 2012.

(a) No person shall be personally liable for any obligation or liability of any shareholder, director, officer, agent, or employee of a professional corporation solely because the person is a shareholder, director, officer, agent, or employee of the professional corporation. (b) …

This subchapter may be cited as the “Arkansas Professional Corporation Act”.

(1) As used in this subchapter, unless the context otherwise requires:(1) “Beneficial owner” means an individual who is the grantor and sole trustee of a revocable living trust wherein the individual reserves the unrestricted right to revoke the trust;(2) “Professional service” m…

(a) Nothing in this subchapter shall be construed to amend, repeal, or supersede all or any part of the Medical Corporation Act, § 4-29-301 et seq., or Dental Corporation Act, § 4-29-401 et seq., and insofar as those acts are concerned in relation to this subchapter, this subchap…

(a) The Arkansas Business Corporation Act of 1987, § 4-27-101 et seq., shall be applicable to such professional corporations, including their organization, and they shall enjoy the powers and privileges and be subject to the duties, restrictions, and liabilities of other corporat…

This subchapter does not alter any law applicable to the relationship between a person furnishing professional service and a person receiving the service, including liability arising out of the professional service.

(a) One (1) or more persons duly and properly licensed under and pursuant to the laws of the State of Arkansas to render the same type of professional services, as defined in § 4-29-202, may form a corporation, pursuant to the Arkansas Business Corporation Act of 1987, § 4-27-101…

(a) The corporate name shall contain either:(1) The names of one (1) or more of the shareholders;(2) The names of one (1) or more deceased former shareholders or deceased members of a predecessor organization; or(3) Any combination of the names specified in subdivisions (a)(1) an…

All of the officers, directors, and shareholders of a corporation subject to this subchapter shall be, at all times, persons licensed pursuant to the laws of this state governing their profession. No person who is not so licensed shall have any part in the ownership, management, …

Each individual employee licensed pursuant to the laws of this state to engage in his or her profession who is employed by a corporation subject to this subchapter shall remain subject to reprimand or discipline for his or her conduct under the provisions of the laws or rules gov…

(a) No corporation shall open, operate, or maintain an establishment for any of the purposes set forth in §§ 4-29-202 and 4-29-206 without a certificate of registration from the state board, department, or agency, as the case may be, authorized by law to license individuals to en…

(a) The state board, department, or agency which issued the certificate of registration may suspend or revoke it for any of the following reasons:(1) The revocation or suspension of the license to practice the profession of any officer, director, shareholder, or employee not prom…