Ark. Code Ann. Title 4 (Business & Commercial Law), Subtitle 3 - Corporations & Associations: business-entity chapters 20-59 | Source: official LexisNexis public-access portal (lexisnexis.com/hottopics/arcode) | Retrieved 2026-07-10 via guided in-session Next-walk (CDP) | Current through 2026 First Extraordinary Session Sections: 1282 ====================================================================== Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 2. Miscellaneous Commercial Law ProvisionsChapter 20 Model Registered Agents Act 4-20-101. Short title. This chapter may be cited as the Model Registered Agents Act. History Acts 2007, No. 638, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 2. Miscellaneous Commercial Law ProvisionsChapter 20 Model Registered Agents Act 4-20-102. Definitions. In this chapter: (1) “Appointment of agent” means a statement appointing an agent for service of process filed by: (A) a domestic or foreign unincorporated nonprofit association under § 4-28-510 [repealed] of the Uniform Unincorporated Nonprofit Association Act [repealed]; or (B) a domestic entity that is not a filing entity or a nonqualified foreign entity under § 4-20-112 or a similar provision of the law under any jurisdiction. (2) “Commercial registered agent” means an individual or a domestic or foreign entity that is listed under § 4-20-106. (3) “Domestic entity” means an entity whose internal affairs are governed by the law of this state. (4) “Entity” means a person that has a separate legal existence or has the power to acquire an interest in real property in its own name other than: (A) an individual; (B) a testamentary, inter vivos, or charitable trust, with the exception of a business trust, statutory trust, or similar trust; (C) an association or relationship that is not a partnership by reason of § 4-46-202(c); (D) a decedent's estate; or (E) a public corporation, government or governmental subdivision, agency, or instrumentality, or a quasi-governmental instrumentality. (5) “Filing entity” means an entity that is created by the filing of a public organic document. (6) “Foreign entity” means an entity other than a domestic entity. (7) “Foreign qualification document” means an application for a certificate of authority or other foreign qualification filing with the Secretary of State by a foreign entity. (8) “Governance interest” means the right under the organic law or organic rules of an entity, other than as a governor, agent, assignee, or proxy, to: (A) receive or demand access to information concerning, or the books and records of, the entity; (B) vote for the election of the governors of the entity; or (C) receive notice of or vote on any or all issues involving the internal affairs of the entity. (9) “Governor” means a person by or under whose authority the powers of an entity are exercised and under whose direction the business and affairs of the entity are managed pursuant to the organic law and organic rules of the entity. (10) “Interest” means: (A) a governance interest in an unincorporated entity; (B) a transferable interest in an unincorporated entity; or (C) a share or membership in a corporation. (11) “Interest holder” means a direct holder of an interest. (12) “Jurisdiction of organization,” with respect to an entity, means the jurisdiction whose law includes the organic law of the entity. (13) “Noncommercial registered agent” means a person that is not listed as a commercial registered agent under § 4-20-106 and that is: (A) an individual or a domestic or foreign entity that serves in this state as the agent for service of process of an entity; or (B) the individual who holds the office or other position in an entity that is designated as the agent for service of process pursuant to § 4-20-105(a)(2)(B). (14) “Nonqualified foreign entity” means a foreign entity that is not authorized to transact business in this state pursuant to a filing with the Secretary of State. (15) “Nonresident LLP statement” means: (A) a statement of qualification of a domestic limited liability partnership that does not have an office in this state; or (B) a statement of foreign qualification of a foreign limited liability partnership that does not have an office in this state. (16) “Organic law” means the statutes, if any, other than this chapter, governing the internal affairs of an entity. (17) “Organic rules” means the public organic document and private organic rules of an entity. (18) “Person” means an individual, corporation, estate, trust, partnership, limited liability company, business or similar trust, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity. (19) “Private organic rules” mean the rules, whether or not in a record, that govern the internal affairs of an entity, are binding on all of its interest holders, and are not part of its public organic document, if any. (20) “Public organic document” means the public record the filing of which creates an entity, and any amendment to or restatement of that record. (21) “Qualified foreign entity” means a foreign entity that is authorized to transact business in this state pursuant to a filing with the Secretary of State. (22) “Record” means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. (23) “Registered agent” means a commercial registered agent or a noncommercial registered agent. (24) “Registered agent filing” means: (A) the public organic document of a domestic filing entity; (B) a nonresident LLP statement; (C) a foreign qualification document; or (D) an appointment of agent. (25) “Represented entity” means: (A) a domestic filing entity; (B) a domestic or qualified foreign limited liability partnership that does not have an office in this state; (C) a qualified foreign entity; (D) a domestic or foreign unincorporated nonprofit association for which an appointment of agent has been filed; (E) a domestic entity that is not a filing entity for which an appointment of agent has been filed; or (F) a nonqualified foreign entity for which an appointment of agent has been filed. (26) “Sign” means, with present intent to authenticate or adopt a record: (A) to execute or adopt a tangible symbol; or (B) to attach to or logically associate with the record an electronic sound, symbol, or process. (27) “Transferable interest” means the right under an entity's organic law to receive distributions from the entity. (28) “Type,” with respect to an entity, means a generic form of entity: (A) recognized at common law; or (B) organized under an organic law, whether or not some entities organized under that organic law are subject to provisions of that law that create different categories of the form of entity. History Acts 2007, No. 638, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 2. Miscellaneous Commercial Law ProvisionsChapter 20 Model Registered Agents Act 4-20-103. Fees. (a) The Secretary of State shall collect the following fees when a filing is made under this chapter: Document Fee (1) commercial registered agent listing statement $50.00 (2) commercial registered agent termination statement 50.00 (3) statement of change no fee (4) statement of resignation no fee (5) statement appointing an agent for service of process no fee (b) The Secretary of State shall collect the following fees for copying and certifying a copy of any document filed under this chapter: (1) Fifty cents ($.50) a page for copying; and (2) Five dollars ($5.00) for a certificate. History Acts 2007, No. 638, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 2. Miscellaneous Commercial Law ProvisionsChapter 20 Model Registered Agents Act 4-20-104. Addresses in filings. Whenever this chapter requires that a filing state an address, the filing must state: (1) an actual street address or rural route box number in this state; and (2) a mailing address in this state, if different from the address under paragraph (1). History Acts 2007, No. 638, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 2. Miscellaneous Commercial Law ProvisionsChapter 20 Model Registered Agents Act 4-20-105. Appointment of registered agent. (a) A registered agent filing must state: (1) the name of the represented entity's commercial registered agent; or (2) if the entity does not have a commercial registered agent, the name and address of the entity's noncommercial registered agent: (A) the name and address of the entity's registered agent; or (B) the title of an office or other position with the entity if service of process is to be sent to the person holding that office or position, and the address of the business office of that person. (b) The appointment of a registered agent pursuant to subsection (a)(1) or (2) is an affirmation by the represented entity that the agent has consented to serve as such. (c) The Secretary of State shall make available in a record as soon as practicable a daily list of filings that contain the name of a registered agent. The list must: (1) be kept available for at least 14 calendar days; (2) list in alphabetical order the names of the registered agents; and (3) state the type of filing and name of the represented entity making the filing. History Acts 2007, No. 638, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 2. Miscellaneous Commercial Law ProvisionsChapter 20 Model Registered Agents Act 4-20-106. Listing of commercial registered agent. (a) An individual or a domestic or foreign entity may become listed as a commercial registered agent by filing with the Secretary of State a commercial registered agent listing statement signed by or on behalf of the person which states: (1) the name of the individual or the name, type, and jurisdiction of organization of the entity; (2) that the person is in the business of serving as a commercial registered agent in this state; and (3) the address of a place of business of the person in this state to which service of process and other notice and documents being served on or sent to entities represented by it may be delivered. (b) A commercial registered agent listing statement may include the information regarding acceptance of service of process in a record by the commercial registered agent provided for in § 4-20-113(d). (c) If the name of a person filing a commercial registered agent listing statement is not distinguishable on the records of the Secretary of State from the name of another commercial registered agent listed under this section, the person must adopt a fictitious name that is so distinguishable and use that name in its statement and when it does business in this state as a commercial registered agent. (d) A commercial registered agent listing statement takes effect on filing. (e) The Secretary of State shall note the filing of the commercial registered agent listing statement in the index of filings maintained by the Secretary of State for each entity represented by the registered agent at the time of the filing. The statement has the effect of deleting the address of the registered agent from the registered agent filing of each of those entities. History Acts 2007, No. 638, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 2. Miscellaneous Commercial Law ProvisionsChapter 20 Model Registered Agents Act 4-20-107. Termination of listing of commercial registered agent. (a) A commercial registered agent may terminate its listing as a commercial registered agent by filing with the Secretary of State a commercial registered agent termination statement signed by or on behalf of the agent which states: (1) the name of the agent as currently listed under § 4-20-106; and (2) that the agent is no longer in the business of serving as a commercial registered agent in this state. (b) A commercial registered agent termination statement takes effect on the 31st day after the day on which it is filed. (c) The commercial registered agent shall promptly furnish each entity represented by it with notice in a record of the filing of the commercial registered agent termination statement. (d) When a commercial registered agent termination statement takes effect, the registered agent ceases to be an agent for service of process on each entity formerly represented by it. Until an entity formerly represented by a terminated commercial registered agent appoints a new registered agent, service of process may be made on the entity as provided in § 4-20-113. Termination of the listing of a commercial registered agent under this section does not affect any contractual rights a represented entity may have against the agent or that the agent may have against the entity. History Acts 2007, No. 638, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 2. Miscellaneous Commercial Law ProvisionsChapter 20 Model Registered Agents Act 4-20-108. Change of registered agent by entity. (a) A represented entity may change the information currently on file under § 4-20-105(a) by filing with the Secretary of State a statement of change signed on behalf of the entity which states: (1) the name of the entity; and (2) the information that is to be in effect as a result of the filing of the statement of change. (b) The interest holders or governors of a domestic entity need not approve the filing of: (1) a statement of change under this section; or (2) a similar filing changing the registered agent or registered office of the entity in any other jurisdiction. (c) The appointment of a registered agent pursuant to subsection (a) is an affirmation by the represented entity that the agent has consented to serve as such. (d) A statement of change filed under this section takes effect on filing. (e) Instead of using the procedures in this section, a represented entity may change the information currently on file under § 4-20-105(a) by amending its most recent registered agent filing in the manner provided by the laws of this state other than this chapter for amending that filing. History Acts 2007, No. 638, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 2. Miscellaneous Commercial Law ProvisionsChapter 20 Model Registered Agents Act 4-20-109. Change of name or address by noncommercial registered agent. (a) If a noncommercial registered agent changes its name, its address as currently in effect with respect to a represented entity pursuant to § 4-20-105(a), the agent shall file with the Secretary of State, with respect to each entity represented by the agent, a statement of change signed by or on behalf of the agent which states: (1) the name of the entity; (2) the name and address of the agent as currently in effect with respect to the entity; (3) if the name of the agent has changed, its new name; and (4) if the address of the agent has changed, the new address. (b) A statement of change filed under this section takes effect on filing. (c) A noncommercial registered agent shall promptly furnish the represented entity with notice in a record of the filing of a statement of change and the changes made by the filing. History Acts 2007, No. 638, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 2. Miscellaneous Commercial Law ProvisionsChapter 20 Model Registered Agents Act 4-20-110. Change of name, address, or type of organization by commercial registered agent. (a) If a commercial registered agent changes its name, its address as currently listed under § 4-20-106(a), or its type or jurisdiction of organization, the agent shall file with the Secretary of State a statement of change signed by or on behalf of the agent which states: (1) the name of the agent as currently listed under § 4-20-106(a); (2) if the name of the agent has changed, its new name; (3) if the address of the agent has changed, the new address; and (4) if the type or jurisdiction of organization of the agent has changed, the new type or jurisdiction of organization. (b) The filing of a statement of change under subsection (a) is effective to change the information regarding the commercial registered agent with respect to each entity represented by the agent. (c) A statement of change filed under this section takes effect on filing. (d) A commercial registered agent shall promptly furnish each entity represented by it with notice in a record of the filing of a statement of change relating to the name or address of the agent and the changes made by the filing. (e) If a commercial registered agent changes its address without filing a statement of change as required by this section, the Secretary of State may cancel the listing of the agent under § 4-20-106. A cancellation under this subsection has the same effect as a termination under § 4-20-107. Promptly after canceling the listing of an agent, the Secretary of State shall serve notice in a record in the manner provided in § 4-20-113(b) or (c) on: (1) each entity represented by the agent, stating that the agent has ceased to be an agent for service of process on the entity and that, until the entity appoints a new registered agent, service of process may be made on the entity as provided in § 4-20-113; and (2) the agent, stating that the listing of the agent has been cancelled under this section. (f) The Secretary of State shall note the filing of the commercial registered agent change statement in the index of filings maintained by the Secretary of State for each entity represented by the registered agent at the time of the filing. History Acts 2007, No. 638, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 2. Miscellaneous Commercial Law ProvisionsChapter 20 Model Registered Agents Act 4-20-111. Resignation of registered agent. (a) A registered agent may resign at any time with respect to a represented entity by filing with the Secretary of State a statement of resignation signed by or on behalf of the agent which states: (1) the name of the entity; (2) the name of the agent; (3) that the agent resigns from serving as agent for service of process for the entity; and (4) the name and address of the person to which the agent will send the notice required by subsection (c). (b) A statement of resignation takes effect on the earlier of the 31st day after the day on which it is filed or the appointment of a new registered agent for the represented entity. (c) The registered agent shall promptly furnish the represented entity with notice in a record of the date on which a statement of resignation was filed. (d) When a statement of resignation takes effect, the registered agent ceases to have responsibility for any matter tendered to it as agent for the represented entity. A resignation under this section does not affect any contractual rights the entity may have against the agent or that the agent has against the entity. (e) A registered agent may resign with respect to a represented entity whether or not the entity is in good standing. History Acts 2007, No. 638, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 2. Miscellaneous Commercial Law ProvisionsChapter 20 Model Registered Agents Act 4-20-112. Appointment of agent by nonfiling or nonqualified foreign entity. (a) A domestic entity that is not a filing entity or a nonqualified foreign entity may file with the Secretary of State a statement appointing an agent for service of process signed on behalf of the entity which states: (1) the name, type, and jurisdiction of organization of the entity; and (2) the information required by § 4-20-105(a). (b) A statement appointing an agent for service of process takes effect on filing. (c) The appointment of a registered agent under this section does not qualify a nonqualified foreign entity to do business in this state and is not sufficient alone to create personal jurisdiction over the nonqualified foreign entity in this state. (d) A statement appointing an agent for service of process may not be rejected for filing because the name of the entity filing the statement is not distinguishable on the records of the Secretary of State from the name of another entity appearing in those records. The filing of a statement appointing an agent for service of process does not make the name of the entity filing the statement unavailable for use by another entity. (e) An entity that has filed a statement appointing an agent for service of process may cancel the statement by filing a statement of cancellation, which shall take effect upon filing, and must state the name of the entity and that the entity is canceling its appointment of an agent for service of process in this state. A statement appointing an agent for service of process which has not been cancelled earlier is effective for a period of five (5) years after the date of filing. (f) A statement appointing an agent for service of process for a nonqualified foreign entity terminates automatically on the date the entity becomes a qualified foreign entity. History Acts 2007, No. 638, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 2. Miscellaneous Commercial Law ProvisionsChapter 20 Model Registered Agents Act 4-20-113. Service of process on entities. (a) A registered agent is an agent of the represented entity authorized to receive service of any process, notice, or demand required or permitted by law to be served on the entity. (b) If an entity fails to appoint an agent under this subchapter or if an entity that previously filed a registered agent filing with the Secretary of State no longer has a registered agent, or if its registered agent cannot with reasonable diligence be served, the entity may be served by registered or certified mail, return receipt requested, addressed to one or more of the governors of the entity by name at its principal office in accordance with any applicable judicial rules and procedures. The names of the governors and the address of the principal office shall be as shown in the most recent annual report filed with the Secretary of State. If the entity is not required to file an annual report with the Secretary of State, the names of the governors and the address of the principal office shall be as shown in the entity's public organic document. Service is perfected under this subsection at the earliest of: (1) the date the entity receives the mail; (2) the date shown on the return receipt, if signed on behalf of the entity; or (3) five (5) days after its deposit with the United States Postal Service, if correctly addressed and with sufficient postage. (c) If process, notice, or demand cannot be served on an entity pursuant to subsection (a) or (b), service of process may be made by handing a copy to the manager, clerk, or other person in charge of any regular place of business or activity of the entity if the person served is not a plaintiff in the action. (d) Service of process, notice, or demand on a registered agent must be in the form of a written document, except that service may be made on a commercial registered agent in such other forms of a record, and subject to such requirements, as the agent has stated from time to time in its listing under § 4-20-106 that it will accept. (e) Service of process, notice, or demand may be perfected by any other means prescribed by law other than this chapter. History Acts 2007, No. 638, § 1; 2009, No. 408, §  7; 2009, No. 814, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 2. Miscellaneous Commercial Law ProvisionsChapter 20 Model Registered Agents Act 4-20-114. Duties of registered agent. The only duties under this chapter of a registered agent who has complied with this chapter are: (1) to forward to the represented entity at the address most recently supplied to the agent by the entity any process, notice, or demand that is served on the agent; (2) to provide the notices required by this chapter to the entity at the address most recently supplied to the agent by the entity; (3) if the agent is a noncommercial registered agent, to keep current the information required by § 4-20-105(a) in the most recent registered agent filing for the entity; and (4) if the agent is a commercial registered agent, to keep current the information listed for it under § 4-20-106(a). History Acts 2007, No. 638, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 2. Miscellaneous Commercial Law ProvisionsChapter 20 Model Registered Agents Act 4-20-115. Jurisdiction and venue. The appointment or maintenance in this state of a registered agent does not by itself create the basis for personal jurisdiction over the represented entity in this state. The address of the agent does not determine venue in an action or proceeding involving the entity. History Acts 2007, No. 638, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 2. Miscellaneous Commercial Law ProvisionsChapter 20 Model Registered Agents Act 4-20-116. Consistency of application. In applying and construing this chapter, consideration must be given to the need to promote consistency of the law with respect to its subject matter among states that enact it. History Acts 2007, No. 638, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 2. Miscellaneous Commercial Law ProvisionsChapter 20 Model Registered Agents Act 4-20-117. Relation to Electronic Signatures in Global and National Commerce Act. This chapter modifies, limits, and supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. Section 7001, et seq., but does not modify, limit, or supersede Section 101(c) of that act, (15 U.S.C. Section 7001(c)), or authorize delivery of any of the notices described in Section 103(b) of that act, 15 U.S.C. Section 7003(b). History Acts 2007, No. 638, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 2. Miscellaneous Commercial Law ProvisionsChapter 20 Model Registered Agents Act 4-20-118. Savings clause. This chapter does not affect an action or proceeding commenced or right accrued before the effective date of this chapter. History Acts 2007, No. 638, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 2. Miscellaneous Commercial Law ProvisionsChapter 21 Jurisdiction Over Firearm Regulation 4-21-101. Scope. (a) (1) The Tenth Amendment to the United States Constitution guarantees to the states and their people all powers not granted to the United States Government elsewhere in the United States Constitution and reserves to the State of Arkansas and its people certain powers as those powers were understood at the time that Arkansas was admitted into statehood in 1836. (2) The guaranty of those powers is a matter of contract between the State of Arkansas and its people and the United States as of the time that the compact with the United States was agreed upon and adopted by Arkansas and the United States in 1836. (b) (1) The Ninth Amendment to the United States Constitution guarantees to the people rights not granted in the United States Constitution and reserves to the people of Arkansas certain rights as they were understood at the time that Arkansas was admitted into statehood in 1836. (2) The guaranty of those rights is a matter of contract between the State of Arkansas and its people and the United States as of the time that the compact with the United States was agreed upon and adopted by Arkansas and the United States in 1836. (c) The regulation of intrastate commerce is vested in the states under the Ninth and Tenth Amendments to the United States Constitution. (d) The Second Amendment to the United States Constitution reserves the right to keep and bear arms to the people as that right was understood at the time that Arkansas was admitted into statehood in 1836, and the guaranty of the right is a matter of contract between the State of Arkansas and its people and the United States as of the time that the compact with the United States was agreed upon and adopted by Arkansas and the United States in 1836. (e) (1) Arkansas Constitution, Article 2, § 5, clearly secures to Arkansas citizens and prohibits government interference with the right of individual Arkansas citizens to keep and bear arms. (2) This constitutional protection is unchanged from the 1836 Arkansas Constitution, which was approved by the United States Congress and the people of Arkansas, and the right exists as it was understood at the time that the compact with the United States was agreed upon and adopted by Arkansas and the United States in 1836. History Acts 2021, No. 872, §  1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 2. Miscellaneous Commercial Law ProvisionsChapter 21 Jurisdiction Over Firearm Regulation 4-21-102. Definitions. As used in this chapter: (1) “Borders of Arkansas” means the boundaries of Arkansas described in Arkansas Constitution, Article 1; (2) “Firearms accessory” means an item that is used in conjunction with or mounted upon a firearm but is not essential to the basic function of a firearm, including without limitation telescopic or laser sights, magazines, flash or sound suppressors, folding or aftermarket stocks and grips, speedloaders, ammunition carriers, and lights for target illumination; (3) “Generic and insignificant part” means a small component used in the manufacture of a firearm, including without limitation a spring, a screw, a nut, or a pin; and (4) “Manufactured” means that a firearm, a firearm accessory, or ammunition has been created from basic materials for functional usefulness, including without limitation forging, casting, machining, or other processes for working materials. History Acts 2021, No. 872, §  1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 2. Miscellaneous Commercial Law ProvisionsChapter 21 Jurisdiction Over Firearm Regulation 4-21-103. Prohibitions. (a) A personal firearm, a firearms accessory, or ammunition that is manufactured commercially or privately in Arkansas and that remains within the borders of Arkansas is not subject to federal law or federal regulation, including registration, under the authority of the United States Congress to regulate interstate commerce, as those items have not traveled in interstate commerce. (b) (1) This chapter applies to a firearm, a firearms accessory, or ammunition that is manufactured in Arkansas from basic materials and that can be manufactured without the inclusion of any significant parts imported from another state. (2) Generic and insignificant parts that have other manufacturing or consumer product applications that are not firearms, firearms accessories, or ammunition that are imported into Arkansas and incorporated into a firearm, a firearm accessory, or ammunition manufactured in Arkansas do not subject the firearm, firearm accessory, or ammunition to federal regulation. (3) Basic materials, such as unmachined steel and unshaped wood, are not firearms, firearms accessories, or ammunition and are not subject to congressional authority to regulate firearms, firearms accessories, and ammunition under interstate commerce as if they were actually firearms, firearms accessories, or ammunition. (4) The authority of the United States Congress to regulate interstate commerce in basic materials does not include authority to regulate firearms, firearms accessories, and ammunition made in Arkansas from the materials contained in this subsection as long as the firearm is not taken or sold outside the boundaries of the State of Arkansas. (c) Firearms accessories that are imported into Arkansas from another state and that are subject to federal regulation as being in interstate commerce do not subject a firearm to federal regulation under interstate commerce because they are attached to or used in conjunction with a firearm in Arkansas. (d) This section does not apply to: (1) A firearm that cannot be carried and used by one (1) person; (2) A firearm that has a bore diameter greater than one and one-half inches (1 ½″) and that uses smokeless powder, not black powder, as a propellant; (3) Ammunition with a projectile that explodes using an explosion of chemical energy after the projectile leaves the firearm; or (4) Other than shotguns, a firearm that discharges two (2) or more projectiles with one (1) activation of the trigger or other firing device. History Acts 2021, No. 872, §  1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 2. Miscellaneous Commercial Law ProvisionsChapter 21 Jurisdiction Over Firearm Regulation 4-21-104. Marketing of firearms. A firearm manufactured or sold in Arkansas that is subject to this chapter must have the words “Made in Arkansas” or other words that state that Arkansas is the point of origin of the firearm clearly and conspicuously stamped on a central metallic part such as the receiver or frame. History Acts 2021, No. 872, §  1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 2. Miscellaneous Commercial Law ProvisionsChapter 21 Jurisdiction Over Firearm Regulation 4-21-105. Unlawful enforcement of federal statutes. (a) An employee of a state agency, a public servant of the state, or an agent or employee of the United States Government shall not knowingly enforce or attempt to enforce any act, law, statute, rule, or regulation of the United States Government created or effective on or after January 1, 2021, and relating to a personal firearm, firearm accessory, or ammunition that is owned or manufactured commercially or privately in Arkansas so long as the personal firearm, firearm accessory, or ammunition is within the borders of Arkansas. (b) A person who violates this section upon conviction is guilty of a Class A misdemeanor. History Acts 2021, No. 872, §  1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 2. Miscellaneous Commercial Law ProvisionsChapters 22-24 [Reserved.] Tit. 4, Subtit. 2., Ch. 22-24 Note [Reserved.] Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and Associations Tit. 4, Subtit. 3. Note Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 25 General Provisions Tit. 4, Subtit. 3., Ch. 25 Note Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 25 General Provisions 4-25-101. Resignation of agent. (a) (1) Any person who has been designated by any corporation, either foreign or domestic, as its authorized agent for service of process, may file with the Secretary of State a signed statement that he or she is unwilling to continue to act as the agent of the corporation. (2) Upon the expiration of sixty (60) days after the filing of the statement with the Secretary of State, the capacity of the person as agent shall terminate. (b) Upon the filing of the statement, the Secretary of State forthwith shall give written notice, by mail, to the corporation of the filing of the statement and the effect thereof. The notice shall be addressed to the corporation at its principal office, as shown by the records of the Secretary of State's office, and the corporation shall immediately designate another agent for service of process. History Acts 1941, No. 54, § 1; A.S.A. 1947, § 64-1102. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 25 General Provisions 4-25-102. Corporate security or surety bonds. (a) Except as provided in § 23-37-314, § 23-37-511 [repealed], § 23-37-603 [repealed], § 23-39-505, § 23-42-305, or § 23-55-204, if the laws of this state provide for the furnishing of a corporate security or surety bond to assure financial responsibility, the person, firm, or corporation required to provide the bond, in lieu of providing the corporate security or surety bond, may furnish the principal amount of at least the amount of the bond to be provided in the form of: (1) Certificates of deposit issued by Arkansas banks and savings and loan associations; or (2) Direct general obligation securities issued by: (A) The State of Arkansas; (B) An agency or instrumentality of the State of Arkansas; (C) A political subdivision of this state; (D) The United States; or (E) An agency of the United States. (b) It is not the intention of this section to prohibit the furnishing of personal bond or the furnishing of a property or other bond in any other such manner as is now provided by law. (c) This section shall not apply to banks, savings and loan associations, any case where federal law requires a corporate surety bond, or in any case where performance of contractual obligations is required on the part of the person required to provide bond. (d) Every governmental agency affected by this section is authorized and directed to issue such rules as are necessary and appropriate for the carrying out of this section. History Acts 1979, No. 634, §§ 1, 2; A.S.A. 1947, §§ 66-4105, 66-4106; Acts 2009, No. 535, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 25 General Provisions 4-25-103. Contributions authorized. All business corporations, railroad corporations, banking corporations, insurance corporations, building and loan corporations, benevolent corporations, and cooperative associations shall have the power to make donations for the public welfare or for charitable, scientific, or educational purposes, subject to such limitations, if any, as may be contained in its articles of incorporation or any amendment thereto. History Acts 1951, No. 69, § 1; A.S.A. 1947, § 64-1101. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 25 General Provisions 4-25-104. [Repealed.] Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 25 General Provisions 4-25-105. Joint tenancy in stock certificate. (a) In any instance in which any corporation or cooperative association organized under the laws of the State of Arkansas may issue any stock certificate or other form of certificate of any character evidencing ownership or equity in the corporation or cooperative association in two (2) or more persons and shall use the word “or” between the names of the persons to whom it is issued so as to cause it to read in the alternative, the persons to whom the certificate is issued in this form shall hold and own the same as joint tenants and not as tenants in common, and full and complete ownership of the certificate so issued shall pass and belong to the last survivor of the persons so named. (b) Any one (1) of the persons to whom any certificate may be issued in manner and form as provided in subsection (a) of this section may endorse, assign, or transfer the certificate as fully and as effectively as could all persons therein named joining together. The endorsement, assignment, or transfer so made shall be fully binding on all persons named therein. History Acts 1959, No. 161, §§ 1, 2; A.S.A. 1947, §§ 50-110, 50-111. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 25 General Provisions 4-25-106. Authorization for preexisting corporations to do business in state. (a) (1) Any corporation organized in this state under the provisions of Acts 1931, No. 255, §§ 77-80 [repealed], for the purpose of transacting business outside this state is authorized to transact business within the state by filing an amendment to its articles of incorporation to that effect if, upon filing the amendment, it pays, in addition to the fees required for filing the amendment, the difference between the amount of fees paid on its original incorporation for the transaction of business outside the state and the fees it would have been required to pay for incorporation under Acts 1931, No. 255 [repealed], as a domestic corporation formed for the purpose of doing intrastate business. (2) Upon filing the amendment, the corporation shall thereafter be incorporated for all purposes as if it was incorporated under the terms of Acts 1931, No. 255, §§ 1-7, 38, 39, 68, and 69 [repealed], and the corporations are entitled to all the rights and privileges of corporations formed under Acts 1931, No. 255, §§ 1-7, 38, 39, 68, and 69 [repealed]. (b) Articles of original incorporation and the amendment as prescribed in this section shall be filed with the county clerk of the county in which the principal office of the corporation is to be located. History Acts 1959, No. 274, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 25 General Provisions 4-25-107. Effect of certain contract provision upon determination of agency. A person who requires by contract that another person comply with any state or federal law, regulation, or rule, including but not limited to, one relating to wages, benefits, or safety conditions, shall not be deemed to subject that person to his or her control for purposes of determining agency. History Acts 1989, No. 946, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 25 General Provisions 4-25-108. Eligibility to receive county grants. Before an unincorporated association is eligible to receive a grant administered by the county, the association shall provide the county judge a list of six (6) names and addresses of officers and directors of the association, along with a letter signed by the president and the secretary of the association authorizing a specific officer of the association to receive funds on behalf of the association. History Acts 1997, No. 534, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 25 General Provisions 4-25-109. Corporation permitted to change its state of incorporation. (a) (1) Any business corporation may change its state of incorporation from this state to any other jurisdiction which authorizes this change. (2) Any foreign corporation may change its jurisdiction of incorporation to this state from any other jurisdiction which authorizes this change. (b) (1) This change may be made by a business corporation: (A) Only pursuant to authorization by a majority of the voting power present, or by a larger vote as the articles may require; (B) At an annual or special meeting of shareholders; and (C) If the notice sets forth the consideration of this action as the purpose of the meeting. (2) (A) There shall be filed with the Secretary of State a certificate as to the authorization by the shareholders, signed by the president or vice president and the secretary and acknowledged by the president or vice president. (B) The certificate may be delivered to the Secretary of State for filing as of any specified date within thirty (30) days after the date of delivery. (3) When all taxes, fees, and charges have been paid as required by law, the Secretary of State shall record the certificate in the office of the Secretary of State and issue to the corporation a certificate reciting that it has taken all action required under the laws of this state to change its state of incorporation to the other jurisdiction. (4) The corporation shall, upon complying with the laws of the new jurisdiction, no longer be under the laws of this state. (5) Certified copies of the certificate of incorporation or other official certificate evidencing the corporation's incorporation under the laws of the other jurisdiction shall be filed with the Secretary of State within thirty (30) days of receipt by the business corporation. (c) (1) The change may be made by a foreign corporation by filing with the Secretary of State: (A) A certified copy of its original or restated articles and all amendments subsequent to the latest restatement, which were filed in the other jurisdiction; (B) The original of a certificate of good standing from the state of original jurisdiction, dated not more than thirty (30) days earlier than the date of filing in this state; (C) An application for incorporation under this section, signed for the corporation by its president or vice president and its secretary or assistant secretary, and acknowledged by one (1) of the signing officers, setting forth the requirements of § 4-27-202; (D) A franchise tax contact sheet provided by the Secretary of State; and (E) A certificate by the Secretary of State or other proper officer of the jurisdiction in which the corporation is incorporated, reciting that the corporation has taken all action required under the laws of the jurisdiction to become a corporation incorporated under the laws of this state. (2) (A) These documents may be delivered to the Secretary of State for filing as of any specified date within thirty (30) days after the date of delivery. (B) When all fees and charges have been paid as required by law, the Secretary of State shall record the documents in the office of the Secretary of State and issue a certificate of incorporation of the corporation under the laws of this state. (3) The certificate of incorporation shall be conclusive evidence of the fact that the corporation has been duly incorporated under the laws of this state. (4) Effective as of the time of filing the documents with the Secretary of State, the corporation shall be incorporated solely under the laws of this state and no longer under the laws of the other jurisdiction. History Acts 2001, No. 454, § 1; 2019, No. 819, § 3; 2021, No. 523, § 2. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 25 General Provisions 4-25-110. Fee waiver for certain individuals. (a) Notwithstanding any law to the contrary, the initial filing fees, permit fees, and licensing fees associated with the formation of a business in this state shall be waived for applicants who meet the requirements in the Workforce Expansion Act of 2021, § 17-5-101 et seq. (b) Appropriate state entities shall: (1) Publish notice of the fee waiver on: (A) The website maintained by the appropriate state entity; and (B) Any relevant forms that an applicant is required to complete; and (2) Promulgate any necessary rules to implement this section. History Acts 2021, No. 725, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations Generally Tit. 4, Subtit. 3., Ch. 26 Note Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 1 — General Provisions Tit. 4, Subtit. 3., Ch. 26, Subch. 1 Note Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 1 — General Provisions 4-26-101. Title. This chapter shall be known and may be cited as the “Arkansas Business Corporation Act”. History Acts 1965, No. 576, § 1; A.S.A. 1947, § 64-101. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 1 — General Provisions 4-26-102. Definitions. 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 under laws other than the laws of this state for a purpose or purposes for which a corporation may be organized under this chapter; (3) “Articles of incorporation” means the original or restated articles of incorporation and all amendments thereto; (4) “Shares” means the units into which the proprietary interests in a corporation are divided; (5) “Subscriber” means one who subscribes for shares in a corporation, whether before or after incorporation; (6) “Shareholder” means one who is a holder of record of shares in a corporation; (7) “Authorized shares” means the shares of all classes which the corporation is authorized to issue; (8) “Treasury shares” means shares of a corporation which have been issued, have been subsequently acquired by and belong to the corporation, and have not been cancelled or restored to the status of authorized but unissued shares. Treasury shares shall be deemed to be “issued” shares, but shall not be considered as an asset of the corporation or as outstanding for dividend, quorum, voting, or other purposes; (9) “Net assets” means the amount by which the total assets of a corporation, excluding treasury shares, exceed the total debts of the corporation; (10) “Stated capital” means, at any particular time, the sum of: (A) The par value of all shares, including treasury shares, of the corporation having a par value that have been issued and have not been cancelled or redeemed; (B) The consideration fixed by the corporation in the manner provided by law for all shares, including treasury shares, of the corporation without par value that have been issued and have not been cancelled or redeemed, except that part of the consideration actually received therefor as may have been allocated to capital surplus in a manner permitted by law; and (C) Such amounts not included in subdivisions (10)(A) and (B) of this section as have been transferred to stated capital of the corporation, whether upon the issue of shares as a share dividend or otherwise, minus all reductions from such sum as have been effected in a manner permitted by law; (11) “Surplus” means the excess of the net assets of a corporation over its stated capital. “Surplus” shall be classified into “earned surplus” or “retained earnings” and “capital surplus”; and these classifications shall be shown separately on the books, balance sheets, and statements of the corporation; (12) “Insolvent” means inability of a corporation to pay its debts as they become due in the usual course of its business; (13) “Accrued preferential dividends” means the aggregate amount which, at any time, would be payable as dividends on shares having preference in respect to dividends before dividends can be paid to the holders of shares whose rights as to dividends are subordinate to this preference. For the purpose of this definition, a dividend is deemed paid if it has been declared, and funds for its payment have been set aside; (14) “Principal place of business”, as used in this chapter, refers to the place in this state where the corporation maintains its principal business office; and the principal place of business may be different from the corporation's “registered office”. History Acts 1965, No. 576, § 2; A.S.A. 1947, § 64-102. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 1 — General Provisions 4-26-103. Applicability of chapter. (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 of that designated class shall be organized under the other statute and shall be subject to the provisions thereof. (b) In respect to all corporations of any designated class that could be organized under this chapter but which are subject to the provisions of any other statute or statutes placing restrictions or conditions on the organization of these corporations, or providing for the regulation of corporations after organization, the provisions of this chapter shall apply to corporations only to the extent that this chapter is not inconsistent with the provisions of the other statute or statutes. This chapter is not intended to repeal, amend, or qualify any statutes of such character. (c) From and after midnight December 31, 1965, all corporations now existing and chartered under Acts 1931, No. 255 [repealed], or under Acts 1927, No. 250, or under Act April 12, 1869, shall be subject to the provisions of this chapter, subject, however, to the following: (1) A corporation originally incorporated under a general business corporation statute of this state, but belonging to a class whereunder the organizational filing procedures have been transferred to some state office or agency other than the Secretary of State, will not be subjected to the provisions of this chapter; (2) Previously chartered corporations brought under the provisions of this chapter will not be required to substitute new filings under this chapter for filings heretofore made with the Secretary of State and the county clerk in accordance with the requirements of the applicable antecedent statutes; and each designation of a resident agent and resident office made in accordance with the then applicable law by a previously chartered corporation brought under this chapter is declared a valid designation for the purposes of this chapter; (3) Previously chartered corporations that are subject to regulation under other statutes shall remain subject to such regulation. (d) To the extent that they were subject to the provisions of Acts 1931, No. 255, corporations created under the Dental Corporation Act, § 4-29-401 et seq., or under the Medical Corporation Act, § 4-29-301 et seq., shall be subject to the provisions of this chapter. However, corporations created under the Dental Corporation Act, § 4-29-401 et seq., or the Medical Corporation Act, § 4-29-301 et seq., prior to midnight December 31, 1965, will not be required to make new filings in lieu of lawful filings made by those corporations prior to midnight, December 31, 1965, and each lawful designation of resident agent or resident office made prior to midnight December 31, 1965, by the corporations shall be continued in effect as a valid designation under this chapter. History Acts 1965, No. 576, § 3; A.S.A. 1947, § 64-103. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 1 — General Provisions 4-26-104. Administration by Secretary of State. 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. History Acts 1965, No. 576, § 92; A.S.A. 1947, § 64-119. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 1 — General Provisions 4-26-105. Waiver of notice. (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 to the notice, whether before or after the time stated therein shall be equivalent to the giving of the notice. (b) The attendance of any shareholder or director at a meeting without protesting, prior to or at the commencement of the meeting, the lack of proper notice shall be deemed to be a waiver by him or her of notice of the meeting. History Acts 1965, No. 576, § 43; A.S.A. 1947, § 64-116. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 1 — General Provisions 4-26-106. Certificates of Secretary of State to be received in evidence. 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, public offices, and official bodies as prima facie evidence of the existence or nonexistence of the facts therein stated. History Acts 1965, No. 576, § 94; A.S.A. 1947, § 64-118. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 1 — General Provisions 4-26-107. Disapproval of articles and other documents by Secretary of State — Appeals. (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 she shall give, within ten (10) days after the delivery thereof to him or her, written notice of his or her disapproval to the person or corporation delivering the same, specifying the reasons therefor. (b) (1) From the disapproval of the Secretary of State the person or corporation may appeal to the Pulaski County Circuit Court by filing with the clerk of the court a petition setting forth: (A) A copy of the articles or other document sought to be filed; (B) A copy of the written disapproval by the Secretary of State; and (C) The basis for challenging the legality of the ruling of the Secretary of State. (2) Upon the filing of the petition, the matter shall be tried de novo by the court. The court shall either sustain the action of the Secretary of State or direct him or her to take such action as the court may deem proper. (c) Appeals from all final orders and judgments entered by the circuit court under this section in review of any ruling or decision of the Secretary of State may be taken as in other civil actions. History Acts 1965, No. 576, § 93; A.S.A. 1947, § 64-120. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 2 — Formation and Powers of Corporations Tit. 4, Subtit. 3., Ch. 26, Subch. 2 Note Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 2 — Formation and Powers of Corporations 4-26-201. Incorporators. 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. History Acts 1965, No. 576, § 54; A.S.A. 1947, § 64-501. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 2 — Formation and Powers of Corporations 4-26-202. Articles of incorporation. (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 which the corporation shall have authority to issue; if the shares are to consist of one (1) class only, the par value of each of the shares or a statement that all of the shares are without par value; or, if the shares are to be divided into classes, the number of shares of each class and a statement of the par value of the shares of each class or that the shares are to be without par value; (5) If the shares are to be divided into classes, the designation of each class and a statement of the preferences, limitations, and relative rights in respect to the shares of each class; (6) If the corporation is to issue the shares of any preferred or special class in series, then the designation of each series and a statement of the variations in the relative rights and preferences as between series insofar as the series are to be fixed in the articles of incorporation and a statement of any authority to be vested in the board of directors to establish series and fix and determine the variations in the relative rights and preferences as between series; (7) A statement that the corporation will not commence business until consideration of the value of at least three hundred dollars ($300) has been received for the issuance of shares; (8) Any provisions limiting or denying to shareholders the preemptive right to acquire additional or treasury shares of the corporation; (9) Any provision not inconsistent with law, which the incorporators elect to set forth in the articles of incorporation for the regulation of the internal affairs of the corporation, including any provision which under this chapter is required or permitted to be set forth in the bylaws; (10) The address, including street and number, if any, of its initial registered office, and the name of its initial registered agent at the address; (11) The number of directors constituting the initial board of directors who are to serve as directors until the next annual meeting of shareholders or until their successors be elected and qualify. If the number of directors constituting the initial board is either one (1) or two (2), then a statement shall also be included in the article specifying the number of directors to be elected at the annual meeting,or special meeting called for that purpose, of the shareholders next following the time when the shares of the corporation become owned of record by more than one (1) or two (2) shareholders as the case may be; (12) The name and address of each incorporator. (b) It shall not be necessary to set forth in the articles of incorporation any of the corporate powers enumerated in this chapter. History Acts 1965, No. 576, § 55; A.S.A. 1947, § 64-502. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 2 — Formation and Powers of Corporations 4-26-203. Organization meeting of incorporators. (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 electing directors and the transaction of such other business as may come before the meeting. (b) The incorporators calling the meeting shall give at least three (3) days' notice thereof by mail to the remaining incorporators. The notice shall state the time and place of the meeting. However, the giving of the notice may be waived by the incorporators entitled to receive the notice. History Acts 1965, No. 576, § 58; A.S.A. 1947, § 64-505. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 2 — Formation and Powers of Corporations 4-26-204. General powers. (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 seal which may be altered at will and to use the seal by causing it or a facsimile to be impressed or affixed or in any other manner reproduced; but the use of a seal by the corporation will be optional and not mandatory; (4) To elect or appoint officers and agents of the corporation and define their duties and fix their compensation; (5) To make, alter, and repeal bylaws not inconsistent with its articles of incorporation or with the laws of this state for the administration and regulation of the affairs of the corporation; (6) Subject to any restrictions in its articles of incorporation, to make contributions or gifts to corporations, trusts, community chests, funds, foundations, or associations organized and operated exclusively for religious, charitable, literary, scientific, or educational purposes or for the prevention of cruelty to children or animals, no part of the net earnings of which inures to the benefit of any private stockholder or individual, and may make contributions or gifts to governmental units and agencies to be used for any lawful purpose when these contributions or gifts are authorized or approved by its board of directors; (7) In time of war or engagement of the United States Armed Forces in hostile military operations, to transact any lawful business in aid of the United States in connection therewith; (8) Subject to any restrictions in its articles of incorporation, to invest its funds as it sees fit, including specifically and without limiting the generality of the foregoing, the power to acquire controlling interests in, or the entire ownership of, other corporations whether engaged in the same or different kinds of business; (9) To cease its corporate activities and surrender its corporate franchise. (b) To effectuate the purposes stated in its articles of incorporation, and subject to any limitation prescribed by this chapter or by its articles of incorporation, every corporation shall also have power: (1) To acquire, by purchase, lease, gift, will, or otherwise, and to own, hold, improve, use, and otherwise deal in and with real and personal property, or any interest therein, wherever situated; (2) To sell, convey, lease, exchange, transfer, and otherwise dispose of all or any part of its property and assets; (3) To enter into contracts of guaranty or suretyship or make other financial arrangements for its customers, suppliers, subsidiaries, and others with whom it transacts business; also, where in the opinion of the directors action should be taken to promote good employer-employee relationships, it may make undertakings of such character for the benefit of any of its employees. The term “employees” is not to include any officer or director or any person holding as much as ten percent (10%) of the shares entitled to vote for the election of directors; (4) To procure for its benefit insurance on the life of any employee or officer whose death might cause financial loss to the corporation, and to this end, the corporation is deemed to have an insurable interest in its employees and officers; (5) To acquire, by purchase, subscription, gift, will, or otherwise, and to own, hold, vote, sell, mortgage, lend, pledge, or otherwise dispose of, and otherwise use and deal in and with any or all of the shares or other interests in, or obligations of, other domestic or foreign corporations or the obligations of any associations, partnerships, or individuals or any direct or indirect obligations of the United States or of any government, state, territory, governmental district, or municipality or of any instrumentality thereof; (6) To enter into general partnership agreements with another corporation or corporations whether organized under the laws of this state or otherwise or with any individual, individuals, or partnerships but only on condition that the action is authorized by the articles of incorporation or, in the absence of such charter authorization, by the holders of at least a majority of the outstanding shares of each class entitled at that time to vote at an election of directors; and, even though no charter authority therefor exists, a corporation, without prior stockholders' approval and merely on the authorization of its board of directors, may: (A) Become a limited partner; or (B) Enter into a joint adventure arrangement with any domestic or foreign corporation or corporations or any individual, individuals, or partnership, provided the joint adventure contemplates: (i) The joint prosecution of a single undertaking; or (ii) The prosecution of successive joint undertakings or business activities over a period not exceeding five (5) years; the joint activities after the expiration of this period to be restricted to acts of liquidation, including the completion of any projects commenced during the five-year period; and the joint arrangement not to be extended except under stockholders' authority as above provided; (7) To make contracts and incur liabilities, borrow money, issue its notes, debentures, bonds, and other obligations, and secure any of its obligations by mortgage, pledge, security interest, or other form of encumbrance upon all or any of its property including after-acquired property, franchises, and income; (8) To lend money for its corporate purposes, including the power to lend money to its employees where such action tends to promote good employer-employee relationship; to invest its funds from time to time in such manner as may be approved by the board; (9) To pay pensions and establish pension plans, pension trusts, profit-sharing plans, stock bonus plans, stock option plans, and other incentive plans for any or all of its directors, officers, and employees; (10) To conduct its business, carry on its operations, and have offices and exercise the powers granted by this chapter anywhere in the world; (11) To have and exercise all additional powers necessary or convenient to effect any or all of the purposes for which the corporation is organized. (c) It shall not be necessary to set forth in the articles of incorporation any of the powers enumerated in this section, but the powers shall exist and may be exercised by the corporation, whether or not set forth in the articles. History Acts 1965, No. 576, § 4; 1968 (1st Ex. Sess.), No. 48, § 1; A.S.A. 1947, § 64-104. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 2 — Formation and Powers of Corporations 4-26-205. Defense of ultra vires. (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 lack of capacity or power may be asserted: (1) In a proceeding by a shareholder against the corporation to enjoin the doing of any act or acts or the transfer of real or personal property by or to the corporation. If the unauthorized acts or transfer sought to be enjoined are being, or are to be, performed or made pursuant to any contract to which the corporation is a party, the court may, if all of the parties to the contract are parties to the proceeding and if it deems the same to be equitable, set aside and enjoin the performance of the contract, and in so doing, may allow to the corporation or to the other parties to the contract, as the case may be, compensation for the loss or damage sustained by either of them which may result from the action of the court in setting aside and enjoining the performance of the contract; but anticipated profits to be derived from the performance of the contract shall not be awarded by the court as a loss or damage sustained; (2) In a proceeding by the corporation, whether acting directly or through a receiver, trustee, or other legal representative or through shareholders in a representative or derivative suit against the incumbent or former officers or directors of the corporation; (3) In a proceeding by the Attorney General, as provided in this chapter, to dissolve the corporation or in a proceeding by the Attorney General to enjoin the corporation from the transaction of unauthorized business. History Acts 1965, No. 576, § 6; A.S.A. 1947, § 64-106. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 2 — Formation and Powers of Corporations 4-26-206. Prerequisite to commencing business. 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 least three hundred dollars ($300). History Acts 1965, No. 576, § 57; A.S.A. 1947, § 64-504. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 2 — Formation and Powers of Corporations 4-26-207. Certificate of corporate existence — Prima facie evidence. (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 corporation has terminated by reason of voluntary or involuntary dissolution, merger, consolidation, franchise tax default, or otherwise. (b) If the certificate identifies the corporation by its corporate name, and by showing the names of the original incorporators and the date the original articles of incorporation were filed, it shall be admissible in evidence, and the certifications therein contained shall be deemed prima facie true. History Acts 1965, No. 576, § 56; A.S.A. 1947, § 64-503. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 3 — Amendment of Articles of Incorporation Tit. 4, Subtit. 3., Ch. 26, Subch. 3 Note Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 3 — Amendment of Articles of Incorporation 4-26-301. Amendments authorized. (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 the time of making the amendment, and, if a change in shares or the rights of shareholders or an exchange, reclassification, or cancellation of shares or rights of shareholders is to be made, such provisions as may be necessary to effect the change, exchange, reclassification, or cancellation. (b) In particular, and without limitation upon the general power of amendment, a corporation may amend its articles of incorporation, from time to time, so as to: (1) Change its corporate name; (2) Change its period of duration; (3) Change, enlarge, or diminish its corporate purposes; (4) Increase or decrease the aggregate number of shares, or shares of any class, which the corporation has authority to issue; (5) Increase or decrease the par value of the authorized shares of any class having a par value, whether issued or unissued; (6) Exchange, classify, reclassify, or cancel all or any part of its shares, whether issued or unissued; (7) Change the designation of all or any part of its shares, whether issued or unissued, and to change the preferences, limitations, and the relative rights in respect to all or any part of its shares, whether issued or unissued; (8) Change shares having a par value, whether issued or unissued, into the same or a different number of shares without par value; and to change shares without par value, whether issued or unissued, into the same or a different number of shares having a par value; (9) Change the shares of any class, whether issued or unissued, and whether with or without par value, into a different number of shares of the same class or into the same or a different number of shares, either with or without par value, of other classes; (10) Create new classes of shares having rights and preferences either prior and superior or subordinate and inferior to the shares of any class then authorized, whether issued or unissued; (11) Cancel or otherwise affect the right of the holders of the shares of any class to receive dividends which have accrued but have not been declared; (12) Divide any preferred or special class of shares, whether issued or unissued, into series and fix and determine the designations of the series and the variations in the relative rights and preferences as between the shares of such series; (13) Authorize the board of directors to establish, out of authorized but unissued shares, series of any preferred or special class of shares and fix and determine the relative rights and preferences of the shares of any series so established; (14) Authorize the board of directors to fix and determine the relative rights and preferences of the authorized but unissued shares of series theretofore established in respect of which either the relative rights and preferences have not been fixed and determined or the relative rights and preferences theretofore fixed and determined are to be changed; (15) Revoke, diminish, or enlarge the authority of the board of directors to establish series out of authorized but unissued shares of any preferred or special class and fix and determine the relative rights and preferences of the shares of any series so established; (16) Limit, deny, or grant to shareholders of any class the preemptive right to acquire additional or treasury shares of the corporation, whether then or thereafter authorized; (17) Restate, in the entirety, its articles of incorporation. History Acts 1965, No. 576, § 59; A.S.A. 1947, § 64-506. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 3 — Amendment of Articles of Incorporation 4-26-302. Procedure. (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 or a special meeting; (2) Written or printed notice setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each shareholder of record entitled to vote thereon within the time and in the manner provided in this chapter for the giving of notice of meetings of shareholders. If the meeting is an annual meeting, the proposed amendment or a summary shall be included in the notice of the annual meeting; (3) At this meeting a vote of the shareholders entitled to vote thereon shall be taken on the proposed amendment; (4) The proposed amendment shall be adopted upon receiving the affirmative vote of the holders of at least two-thirds (⅔) of the shares entitled to vote thereon unless any class of shares is entitled to vote as a class, in which event the proposed amendment shall be adopted upon receiving the affirmative vote of the holders of at least two-thirds (⅔) of the shares of each class of shares entitled to vote as a class and of the total shares entitled to vote thereon. (b) Any number of amendments may be submitted to the shareholders and voted upon by them at one (1) meeting. History Acts 1965, No. 576, § 60; A.S.A. 1947, § 64-507. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 3 — Amendment of Articles of Incorporation 4-26-303. Voting by shareholder classes. 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 authorized shares of the class; (2) Increase or decrease the par value of the shares of the class; (3) Effect an exchange, reclassification, or cancellation of all or part of the shares of the class; (4) Effect an exchange or create a right of exchange of all or any part of the shares of another class into the shares of the class; (5) Change the designations, preferences, limitations, or relative rights of the shares of the class; (6) Change the shares of the class, whether with or without par value, into the same or a different number of shares, either with or without par value, of the same class or another class; (7) Create a new class of shares having rights and preferences prior and superior to the shares of the class, or increase the rights and preferences of any class having rights and preferences prior or superior to the shares of the class; (8) In the case of a preferred or special class of shares, divide the shares of the class into series and fix and determine the designation of the different series and the variations in the relative rights and preferences between the shares of the separate series or authorize the board of directors to do so; (9) Limit or deny the existing preemptive rights of the shares of the class; (10) Cancel or otherwise affect dividends on the shares of the class which have accrued but have not been declared. History Acts 1965, No. 576, § 61; A.S.A. 1947, § 64-508. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 3 — Amendment of Articles of Incorporation 4-26-304. Articles of amendment. 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 outstanding and the number of shares entitled to vote thereon and, if the shares of any class are entitled to vote thereon as a class, the designation and number of outstanding shares entitled to vote thereon of each such class; (5) The number of shares voted for and against the amendment, respectively, and if the shares of any class are entitled to vote thereon as a class, the number of shares of each class voted for and against the amendment, respectively; (6) If the amendment provides for an exchange, reclassification, or cancellation of issued shares and if the manner in which the issued shares shall be effected is not set forth in the amendment, then a statement of the manner in which the issued shares shall be affected; (7) If the amendment effects a change in the amount of stated capital, then a statement of the manner in which the same is effected and a statement, expressed in dollars, of the amount of stated capital as changed by the amendment. History Acts 1965, No. 576, § 62; A.S.A. 1947, § 64-509. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 3 — Amendment of Articles of Incorporation 4-26-305. Filing of articles of amendment. The articles of amendment shall be executed and filed in accordance with § 4-26-1201. History Acts 1965, No. 576, § 63; A.S.A. 1947, § 64-510. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 3 — Amendment of Articles of Incorporation 4-26-306. Restatement of articles of incorporation. 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. History Acts 1965, No. 576, § 64; A.S.A. 1947, § 64-511. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 3 — Amendment of Articles of Incorporation 4-26-307. Amendment of articles of incorporation in reorganization proceedings. (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 reorganizations of corporations, the articles of incorporation of the corporation may be amended in the manner provided in this section, in as many respects as may be necessary to carry out the plan and put it into effect, so long as the articles of incorporation as amended contain only such provisions as might be lawfully contained in original articles of incorporation at the time of making the amendment. (b) In particular and without limitation upon the general power of amendment, the articles of incorporation may be amended for such purpose so as to: (1) Change the corporate name, period of duration, or corporate purposes of the corporation; (2) Repeal, alter, or amend the bylaws of the corporation; (3) Change the aggregate number of shares, or shares of any class, which the corporation has authority to issue; (4) Change the preferences, limitations, and relative rights in respect of all or any part of the shares of the corporation, and classify, reclassify, or cancel all or any part, whether issued or unissued; (5) Authorize the issuance of bonds, debentures, or other obligations of the corporation, whether or not convertible into shares of any class or bearing warrants or other evidences of optional rights to purchase or subscribe for shares of any class, and fix the terms and conditions thereof; and (6) Constitute or reconstitute the board of directors of the corporation and appoint directors and officers in place of or in addition to all or any of the directors or officers then in office. (c) Amendments to the articles of incorporation pursuant to this section shall be made in the following manner: (1) Articles of amendment approved by decree or order of the court shall be executed and verified in duplicate by such person as the court shall designate or appoint for the purpose; (2) The articles of amendment shall set forth the name of the corporation, the amendments of the articles of incorporation approved by the court, the date of the decree or order approving the articles of amendment, the title of the proceedings in which the decree or order was entered, and a statement that the decree or order was entered by a court having jurisdiction of the proceedings for the reorganization of the corporation pursuant to the provisions of an applicable statute of the United States; (3) The articles of amendment shall be filed in accordance with § 4-26-1201. (d) An amendment effected under this section shall be binding and operative, without any action thereon by the directors or shareholders, and with the same effect as if the amendment had been adopted by unanimous action of the directors and shareholders of the corporation. History Acts 1965, No. 576, § 65; A.S.A. 1947, § 64-512. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 4 — Corporate Name Tit. 4, Subtit. 3., Ch. 26, Subch. 4 Note Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 4 — Corporate Name 4-26-401. Requirements and limitations. 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 preceded by “and” or any symbol for “and”; (2) Shall not contain any word or phrase which is prohibited by law for the corporation or which indicates or implies that it is organized for any purpose other than one (1) or more of the purposes contained in the articles of incorporation; and (3) (A) Shall be distinguishable from the name of any domestic corporation existing under the laws of this state or any foreign corporation authorized to transact business in this state, or a name the exclusive right to which is, at the time, reserved under § 4-26-402, or the name of a corporation which has in effect a registration of its corporate name under § 4-26-403. (B) A foreign corporation shall not be admitted to this state if its corporate name is not distinguishable from the name of any domestic corporation, or the name of any foreign corporation then admitted to this state, or any name then reserved or registered under § 4-26-402 or § 4-26-403. (C) In determining whether or not a corporate name is distinguishable under subdivision (3)(A) of this section, a corporate name that is different from the name of another entity or filing is distinguishable unless the only difference is one (1) or more of the following: (i) A suffix; (ii) A definite or indefinite article; (iii) The word “and” and the symbol “&”; (iv) The singular, plural, or possessive form of a word; or (v) A punctuation mark or a symbol. History Acts 1965, No. 576, § 7; A.S.A. 1947, § 64-107; Acts 2023, No. 256, §§ 2, 3. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 4 — Corporate Name 4-26-402. Reservation of name. (a) (1) The exclusive right to the use of a corporate name may be reserved by any person or corporation, foreign or domestic, by filing with the Secretary of State a written application to reserve a specified corporate name. (2) If the Secretary of State finds that the name is not identical with or confusingly similar to any other name reserved or registered under either this section or § 4-26-403 or the name of any domestic corporation or any foreign corporation admitted to this state, he or she shall reserve it for the exclusive use of the applicant for a period of six (6) months provided the applicant pays the fee prescribed by law. (b) The right to the exclusive use of a specified corporate name so reserved may be transferred to any other person or corporation by filing in the office of the Secretary of State a notice of such transfer, executed by the applicant for whom the name was reserved, specifying the name and address of the transferee. (c) The Secretary of State may, however, revoke any reservation after hearing if of the opinion that the application or any transfer was not made in good faith. (d) A name reservation under this section may not be renewed, nor shall the same name be reserved on any subsequent application filed by or for the benefit of the original applicant or any person, firm, or corporation identified with such applicant, or any transferee of the original applicant. History Acts 1965, No. 576, § 8; A.S.A. 1947, § 64-108. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 4 — Corporate Name 4-26-403. Registration of foreign corporation's name. (a) Any foreign corporation not authorized to transact business in this state may register its corporate name under this chapter, if its corporate name is not the same as or confusingly similar to the name of any domestic corporation existing under the laws of this state or the name of any foreign corporation authorized to transact business in this state or any corporate name reserved or registered under either this section or § 4-26-402. (b) The registration shall be made by: (1) Filing with the Secretary of State: (A) An application for registration executed by the corporation by an officer thereof, setting forth the name of the corporation, the state or territory under the laws of which it is incorporated, the date of its incorporation, a statement that it is carrying on or doing business, and a brief statement of the business in which it is engaged; and (B) A certificate setting forth that the corporation is in good standing under the laws of the state or territory wherein it is organized, executed by the secretary of state of the state or territory or by such other official as may have custody of the records pertaining to corporations; and (2) Paying to the Secretary of State the fee prescribed by law. (c) The registration shall be effective for a period of one (1) year from the date on which the application for registration is filed. History Acts 1965, No. 576, § 9; A.S.A. 1947, § 64-109. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 4 — Corporate Name 4-26-404. Renewal of registered name. Any foreign corporation which has in effect a registration of its corporate name may renew the registration from year to year by annually filing an application for renewal setting forth the facts required to be set forth in an original application for registration and a certificate of good standing as required for the original registration and by paying the fee prescribed by law. If the registration has expired, a new application for registration may be filed and granted under § 4-26-403. History Acts 1965, No. 576, § 10; A.S.A. 1947, § 64-110. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 4 — Corporate Name 4-26-405. Use of fictitious names. (a) No domestic or foreign corporation shall conduct any business in this state under a fictitious name unless it first files with the Secretary of State, and, in case of a domestic corporation, with the county clerk of the county in which the corporation's registered office is located unless it is located in Pulaski County, a form supplied or approved by the Secretary of State giving the following information: (1) The fictitious name under which business is being or will be conducted by the applicant corporation; (2) A brief statement of the character of business to be conducted under the fictitious name; and (3) The corporate name, state of incorporation and location, giving city and street address, of the registered office in this state of the applicant corporation. (b) (1) Each form shall be executed, without verification, in duplicate and filed with the Secretary of State. (2) The Secretary of State shall retain one (1) counterpart; and the other counterpart, bearing the file marks of the Secretary of State, shall be returned to the corporation and, unless its registered office is in Pulaski County, the corporation will file it with the county clerk. An index of such filings shall be maintained in each office. (3) However, the Secretary of State shall not accept such filing if the proposed fictitious name is not distinguishable under § 4-26-401 from the same as or confusingly similar to the name of any domestic corporation, or any foreign corporation admitted to this state, or any name reserved or registered under §§ 4-26-402 and 4-26-403. (c) Copies of the filed forms, certified by the respective filing officers, shall be admitted in evidence where the question of filing may be material. (d) A foreign corporation not admitted to this state and authorized to do business in this state may not file under this section. (e) (1) If, after a filing under this section, the applicant corporation is dissolved, or if a foreign corporation surrenders or forfeits its rights to do business in Arkansas, or if a domestic or foreign corporation ceases to do business in Arkansas under the specified fictitious name, the corporation shall be obligated to file in each of the offices aforesaid, a cancellation of its privilege under this section. (2) If the cancellation is not filed, the Secretary of State, upon satisfactory evidence, may cancel the privilege. The cancellation shall be certified by the Secretary of State to the county clerk who will file the cancellation without fee. (f) (1) If a corporation which has not filed under this section becomes a party to any contract, deed, conveyance, assignment, or instrument of encumbrance in which the corporation is referred to exclusively by a fictitious name, the obligations imposed upon the corporation under the instrument and the rights sought to be conferred upon third parties thereunder may be enforced against it. However, the rights accruing to the corporation under the instrument may not be enforced by the corporation in the courts of this state until it complies with this section and pays to the Treasurer of State a civil penalty of three hundred dollars ($300). (2) In any suit by a corporation upon an instrument executed after midnight, December 31, 1965, which identifies it exclusively by a fictitious name, the corporation shall be required to allege compliance with this section. (g) (1) Compliance with this section does not give a corporation an exclusive right to the use of the fictitious name; and the registration of a fictitious name hereunder will not bar the use of the same name as the corporate name of any domestic corporation or any foreign corporation admitted to this state. (2) However, this chapter is not intended to bar any aggrieved party in such a situation from applying for equitable relief under principles of fair trade law. (h) Where a communication, contract, deed, conveyance, assignment, or instrument of encumbrance executed by or in favor of a corporation refers to, or is executed by, the corporation under an assumed name, the assumed name will not be a fictitious name within the meaning of this section if it is reflected in the body of the instrument, or in connection with the signature, that the assumed name represents a division or department of the contracting corporation, or a name assumed by it, the contracting corporation being adequately identified by its true name. History Acts 1965, No. 576, § 95; A.S.A. 1947, § 64-111; Acts 2023, No. 256, § 4. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 4 — Corporate Name 4-26-406. Unlawful use, reservation, or registration of name — Injunction. Where the use, reservation, or registration of a corporate name is in violation of this chapter, it may, by court decree, be cancelled or enjoined, on the suit of the Attorney General or of any person or corporation injured by the unlawful use, reservation, or registration, notwithstanding the fact that such use, reservation, or registration has been approved by the Secretary of State. History Acts 1965, No. 576, § 11; A.S.A. 1947, § 64-112. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 5 — Registered Offices and Agents Tit. 4, Subtit. 3., Ch. 26, Subch. 5 Note Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 5 — Registered Offices and Agents 4-26-501 — 4-26-503. [Repealed.] Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 6 — Corporate Finance Tit. 4, Subtit. 3., Ch. 26, Subch. 6 Note Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 6 — Corporate Finance 4-26-601. Authorized shares generally — Preferred or special classes. (a) Each corporation shall have power to create and issue the number of shares stated in its articles of incorporation. (b) The shares may be divided into one (1) or more classes, any or all of which classes may consist of shares with par value or shares without par value, with such designations, preferences, limitations, and relative rights as shall be stated in the articles of incorporation. (c) The articles of incorporation may limit or deny the voting rights of the shares of any class subject only to the following exceptions: (1) The right of any stockholder entitled under Arkansas Constitution, Article 12, § 8, to vote on a proposal to increase stock or bond indebtedness shall not be denied or limited. (2) In any instance where a provision of this chapter specifically preserves the right of any class or classes of stock to vote in respect to any corporate action, the right may not be denied or impaired by any provisions of the articles of incorporation. (d) Without limiting the authority herein contained, a corporation, when so provided in its articles of incorporation, may issue shares of preferred or special classes: (1) Subject to the right of the corporation to redeem any of those shares at the price fixed by the articles of incorporation for the redemption thereof; (2) Entitling the holders thereof to cumulative, noncumulative, or partially cumulative dividends; (3) Having preference over any other class or classes of shares as to the payment of dividends; (4) Having preference in the assets of the corporation over any other class or classes of shares upon the voluntary or involuntary liquidation of the corporation; (5) Convertible into shares of any other class, or into shares of any series of the same or any other class, except a class having prior or superior rights and preferences as to dividends or distribution of assets upon liquidation. However, shares without par value shall not be converted into shares with par value unless that part of the stated capital of the corporation represented by such shares without par value is, at the time of conversion, at least equal to the aggregate par value of the shares into which the shares without par value are to be converted. History Acts 1965, No. 576, § 16; A.S.A. 1947, § 64-201. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 6 — Corporate Finance 4-26-602. Shares of preferred or special classes — Issuance in series. (a) If the articles of incorporation so provide, the shares of any preferred or special class may be divided into and issued in series. (b) If the shares of any such class are to be issued in series, then each series shall be so designated as to distinguish the shares thereof from the shares of all other series and classes. (c) Any or all of the series of any such class and the variations in the relative rights and preferences as between different series may be fixed and determined by the articles of incorporation, but all shares of the same class shall be identical except as to the following relative rights and preferences, as to which there may be variations between different series: (1) The rate of dividend, the time of payment of dividends, and the date from which dividends shall be cumulative; (2) The price at and the terms and conditions on which shares may be redeemed; (3) The amount payable upon shares in event of involuntary liquidation; (4) The amount payable upon shares in event of voluntary liquidation; (5) Sinking fund provisions for the redemption or purchase of shares; (6) The terms and conditions on which shares may be converted if the shares of any series are issued with the privilege of conversion. (d) (1) If the articles of incorporation expressly vest such authority in the board of directors, then to the extent that the articles of incorporation have not established series and fixed and determined the variations in the relative rights and preferences as between series, the board of directors shall have authority, in respect to shares to be issued, to divide any or all of such classes into series and, within the limitations set forth in this section and in the articles of incorporation, fix and determine the relative rights and preferences of the shares of any series so established. (2) In order for the board of directors to establish a series where authority to do so is contained in the articles of incorporation, the board of directors shall adopt a resolution setting forth the designation of the series and fixing and determining the relative rights and preferences thereof, or so much thereof as shall not be fixed and determined by the articles of incorporation. (3) Prior to the issue of any shares of a series established through resolution adopted by the board of directors, the corporation shall cause to be executed and filed in accordance with § 4-26-1201 a statement setting forth: (A) The name of the corporation; (B) A copy of the resolution establishing and designating the series, and fixing and determining the relative rights and preferences thereof; (C) The date of adoption of the resolution; (D) That the resolution was duly adopted by the board of directors. (4) The resolution of the board of directors and the statement required to be filed pursuant to this section shall not be considered an amendment to the articles of incorporation of the corporation. History Acts 1965, No. 576, § 17; A.S.A. 1947, § 64-202; Acts 1987, No. 323, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 6 — Corporate Finance 4-26-603. Subscriptions for shares. (a) No preincorporation or postincorporation subscription is valid unless in writing, signed, and delivered by the subscriber-purchaser. (b) (1) A valid preincorporation subscription shall be irrevocable for six (6) months unless the terms of the subscription otherwise provide or unless all of the subscribers consent to its earlier revocation. (2) At any time while a preincorporation subscription is irrevocable or remains unrevoked, it may be accepted by the corporation and, if otherwise conforming to law, shall thereupon become enforceable. The acceptance by a corporation of a subscription shall be evidenced by resolution of the board of directors. (c) (1) Unless otherwise provided in the subscription agreement, subscriptions for shares, whether made before or after the organization of a corporation, shall be paid in full at such time or in such installments and at such times as shall be determined by the board of directors. Any call made by the board of directors for payment on subscriptions shall be uniform as to all shares of the same class or as to all shares of the same series, as the case may be. (2) In case of default in the payment of any installment or call when payment is due, the corporation may proceed to collect the amount due in the same manner as any debt due the corporation or after twenty (20) days' demand as provided in this section, the board may declare the subscription and all previous payments thereon forfeited. (3) The bylaws may prescribe other penalties for failure to pay installments or calls that may become due, but no penalty working a forfeiture of a subscription or of the amounts paid thereon shall be declared as against any subscriber unless the amount due thereon shall remain unpaid for a period of twenty (20) days after written demand has been made. If mailed, such written demand shall be deemed to be made when deposited in the United States mail in a sealed envelope addressed to the subscriber at his or her last post office address known to the corporation, with postage prepaid. (4) In the event of the sale of any shares by reason of any forfeiture, the excess of proceeds realized over the amount due and unpaid on those shares shall be paid to the delinquent subscriber or to his or her legal representative. (5) If a receiver of the corporation has been appointed, all unpaid subscriptions shall be paid at such times and in such installments as the receiver or the court may direct. (d) Unless otherwise agreed in writing, it shall be no defense to the enforcement of a preincorporation subscription that no notice was given to the subscriber of his or her right to participate in selecting the first board of directors, in adopting the first bylaws, or in otherwise perfecting the organization. (e) (1) The board of directors shall have authority, unless otherwise restricted by the articles of incorporation or bylaws, to determine in good faith whether and upon what terms the obligation of any subscriber shall be released, settled, or compromised. (2) The total or partial release of a subscription which has been accepted by the corporation is the equivalent of a purchase by the corporation, in whole or pro tanto as the case may be, of the shares in question and is subject to the restrictions set forth in § 4-26-611 relating to such a purchase. History Acts 1965, No. 576, § 18; A.S.A. 1947, § 64-203. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 6 — Corporate Finance 4-26-604. Consideration for shares generally. (a) Shares having a par value may be issued for such consideration expressed in dollars or as a formula or method for determining a price in dollars as shall be fixed or determined from time to time by the board of directors or by any person designated by the board of directors unless the articles of incorporation reserve to the shareholders the right to fix the consideration, however, the consideration shall not be less than the par value of the shares issued therefor. In the event that such right is reserved as to any shares, the shareholders shall, prior to the issuance of such shares, fix the consideration to be received for those shares by a vote of the holders of a majority of all shares entitled to vote thereon. (b) Shares without par value may be issued for such consideration expressed in dollars or as a formula or method for determining a price in dollars as shall be fixed or determined from time to time by the board of directors or by any person or persons designated by the board of directors unless the articles of incorporation reserve to the shareholders the right to fix the consideration. In the event that such right is reserved as to any shares, the shareholders shall, prior to the issuance of those shares, fix the consideration to be received for those shares, by a vote of the holders of a majority of all shares entitled to vote thereon. (c) Treasury shares may be disposed of by the corporation for such consideration expressed in dollars as may be fixed from time to time by the board of directors. (d) That part of the surplus of a corporation which is transferred to stated capital upon the issuance of shares as a share dividend shall be deemed to be pro tanto the consideration for the issuance of the shares. (e) In the event of a conversion of shares or in the event of an exchange of shares with or without par value for the same or a different number of shares with or without par value, whether of the same or a different class, the consideration for the shares so issued in exchange or conversion shall be deemed to be: (1) The stated capital then represented by the shares so exchanged or converted; and (2) That part of surplus, if any, transferred to stated capital upon the issuance of shares for the shares so exchanged or converted; and (3) Any additional consideration paid to the corporation upon the issuance of shares for the shares so exchanged or converted. (f) The board of directors, without shareholder approval, may authorize the issuance of shares or securities for the business owned by or for the shares or securities of another corporation in such manner as the board of directors may deem advisable and may cause the acquired business or the acquired shares or securities to be assigned, conveyed, or transferred directly to any subsidiary of the issuing parent corporation, provided the issuing parent corporation owns ninety percent (90%) or more of each class of the outstanding shares of the subsidiary after the transaction. History Acts 1965, No. 576, § 19; 1971, No. 240, § 1; 1983, No. 716, § 1; A.S.A. 1947, § 64-204. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 6 — Corporate Finance 4-26-605. Payment for shares. (a) (1) The consideration paid for the issuance of shares shall consist of money paid, labor done, or property actually received. (2) Shares may not be issued until the full amount of the consideration, fixed as provided by law, has been paid. (3) When payment of the consideration for which the shares are to be issued shall have been received by the corporation, the shares shall be deemed to be fully paid and nonassessable. (b) Neither promissory notes nor the promise of future services shall constitute payment or part payment for shares of a corporation. (c) In the absence of fraud in the transaction, the judgment of the board of directors or the shareholders, as the case may be, as to the value of the consideration received for shares shall be conclusive. History Acts 1965, No. 576, § 20; A.S.A. 1947, § 64-205. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 6 — Corporate Finance 4-26-606. Payment of expenses of organization, reorganization, financing, etc. The reasonable charges and expenses of organization or reorganization of a corporation and the reasonable expenses of and compensation for the sale or underwriting of its shares may be paid or allowed by the corporation out of the consideration received by it in payment for its shares without rendering such shares not fully paid and nonassessable. History Acts 1965, No. 576, § 22; A.S.A. 1947, § 64-207. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 6 — Corporate Finance 4-26-607. Stated capital — Capital surplus — Earned surplus. (a) In case of the issuance by a corporation of shares having a par value, the consideration received shall constitute stated capital to the extent of the par value of such shares, and the excess, if any, of such consideration shall constitute capital surplus. (b) (1) In case of the issuance by a corporation of shares without par value, the entire consideration received shall constitute stated capital unless the corporation shall determine as provided in this section that only a part thereof shall be stated capital. (2) Within a period of sixty (60) days after the issuance of any shares without par value, the board of directors may allocate to capital surplus not more than twenty-five percent (25%) of the consideration received for the issuance of the shares. (3) However, no allocation shall be made of any portion of the consideration received for shares without par value having a preference in the assets of the corporation in the event of involuntary liquidation except the amount, if any, of the consideration in excess of the preference. (c) If shares have been or shall be issued by a corporation in merger or consolidation or in acquisition of all or substantially all of the outstanding shares or of the property and assets of another corporation, whether domestic or foreign, any amount that would otherwise constitute capital surplus under the foregoing provisions of this section may instead be allocated to earned surplus by the board of directors of the issuing corporation except that its aggregate earned surplus shall not exceed the sum of the earned surpluses as defined in this chapter of the issuing corporation and of all other corporations, domestic or foreign, that were merged or consolidated or of which the shares or assets were acquired. (d) The stated capital of a corporation may be increased from time to time by resolution of the board of directors directing that all or a part of the surplus of the corporation be transferred to stated capital. The board of directors may direct that the amount of the surplus so transferred shall be deemed to be stated capital in respect of any designated class of shares. History Acts 1965, No. 576, § 21; A.S.A. 1947, § 64-206. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 6 — Corporate Finance 4-26-608. Signed certificates representing shares. (a) (1) The shares of a corporation shall be represented by certificates signed by the president or a vice president and the secretary or an assistant secretary of the corporation and, if the corporation has adopted a seal, may be sealed with the seal of the corporation or a facsimile thereof. (2) The signatures of the president or vice president and the secretary or assistant secretary upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent, or registered by a registrar, other than the corporation itself or an employee of the corporation. (3) In case any officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be that officer before such certificate is issued, it may be issued by the corporation with the same effect as if he or she were such officer at the date of its issue. (b) Each certificate representing shares issued by a corporation which is authorized to issue shares of more than one (1) class shall set forth upon the face or back of the certificate, or shall state, that the corporation will furnish to any shareholder upon request and without charge a full statement of the designations, relative rights, preferences, and limitations of the shares of each class authorized to be issued; and if the corporation is authorized to issue any class of preferred shares in series, the designations, relative rights, preferences, and limitations of each such series so far as they have been fixed; and the authority of the board to designate and fix the relative rights, preferences, and limitations of other series. (c) Each certificate representing shares shall state upon the face thereof: (1) That the corporation is organized under the laws of this state; (2) The name of the person to whom issued; (3) The number and class of shares and the designation of the series, if any, which that certificate represents; (4) The par value of each share represented by that certificate or a statement that the shares are without par value. (d) No certificate shall be issued for any share until the consideration therefor, fixed as provided by law, has been fully paid. History Acts 1965, No. 576, § 23; A.S.A. 1947, § 64-208. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 6 — Corporate Finance 4-26-609. Issuance of fractional shares or scrip. (a) A corporation may, but shall not be obliged to, issue a certificate for a fractional share and, by action of its board of directors, may issue, in lieu thereof, a scrip in registered or bearer form which shall entitle the holder to receive a certificate for a full share upon the surrender of such scrip aggregating a full share. (b) A certificate for a fractional share shall, but scrip shall not unless otherwise provided therein, entitle the holder to exercise voting rights, to receive dividends thereon, and to participate in any of the assets of the corporation in the event of liquidation. (c) The board of directors may cause such scrip to be issued subject to the condition that it shall become void if not tendered to be exchanged for certificates representing full shares before a specified date, or subject to the condition that the shares for which the scrip is exchangeable may be sold by the corporation and the proceeds thereof distributed to the holders of the scrip, or subject to any other conditions which the board of directors may deem advisable. History Acts 1965, No. 576, § 24; A.S.A. 1947, § 64-209. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 6 — Corporate Finance 4-26-610. Restrictions on transfer of shares. (a) (1) A corporation may provide, in respect to any of its shares which are to be issued, that the future transfer, whether inter vivos, by inheritance, or testamentary gift, hypothecation, or other disposition of such shares, shall be subject to restrictions, including purchase options, that do not unreasonably restrain alienation. (2) These restrictions, among other things, may require a prior offering to the corporation or to one (1) or more of its shareholders at a fair price before the shares may be otherwise transferred or hypothecated. (3) The same restrictions may be placed by the corporation upon previously issued and outstanding shares but only with the consent of the holders thereof. (b) No such restrictions shall be valid unless the authority therefor is prescribed in the articles of incorporation or bylaws. In addition to the foregoing, such restrictions on transfer shall not be valid, except as against a person with actual notice of them, unless they are conspicuously noted on each certificate covering the shares affected by these restrictions. (c) (1) Nothing in this chapter is intended to prevent the holder or holders of any or all of the shares of stock of a corporation, or the corporation in which the holder or holders own any or all of the shares of stock, from subjecting the shares owned by the aforesaid parties by written contract or written agreement to restrictions, including stock options. (2) Any price or formula for determining the price set by the agreement or contract shall be deemed to be a fair price. (3) No restriction on transfer shall be valid except as against a person with actual notice thereof unless the restrictions are conspicuously noted on each certificate covering the shares affected by such restrictions. (d) From and after the date of enactment hereof, unreasonable restraint upon alienation shall have no effect upon the validity or enforceability of any written contract between or among those parties subject to the provisions of subsection (c) of this section. History Acts 1965, No. 576, § 26; 1973, No. 409, §§ 1, 2; A.S.A. 1947, §§ 64-211, 64-211.1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 6 — Corporate Finance 4-26-611. Acquisition or disposition of corporation's own shares. (a) A corporation shall not purchase directly or indirectly any of its own shares unless the purchase is authorized by this section and not prohibited by its articles of incorporation. (b) (1) A corporation may not purchase its own shares: (A) If there is a reasonable ground for believing that the corporation is, or as a result of such purchase would be, unable to meet its obligations as they become due in the ordinary course of business or that the present fair value of the remaining assets of the corporation would be less than one and one-fourth (1¼) times the amount of its liabilities to creditors; or (B) If the net assets remaining after the purchase would be less than the aggregate amount payable in the event of voluntary liquidation to the holders of shares having preferential rights to the assets of the corporation; or (C) If, in respect to purchases out of earned surplus, there are unpaid accrued preferential dividends on shares entitled to priority in respect to dividends over the shares to be purchased. (2) Subject to these three (3) restrictions, a corporation may purchase its own shares under the conditions set out in subsections (c)-(e) of this section next following. (c) (1) A corporation may purchase its own shares out of stated capital only in the following instances: (A) Where the purchase is to eliminate fractional shares; or (B) Where the purchase is to collect or compromise in good faith any indebtedness to the corporation; or (C) Where the purchase is to pay dissenting shareholders entitled to payment of their shares under the provisions of this chapter; or (D) Where the purchase is to effect, subject to the other provisions of this chapter, the retirement of its redeemable shares at not to exceed the redemption price and this purchase does not reduce the net assets below the stated capital remaining after giving effect to the cancellation of the purchased shares. (2) The purchases permitted under this subsection may be made solely under the authority of the board of directors. (d) A corporation may purchase its own shares out of unrestricted earned surplus, this purchase to be authorized by the board of directors, and no stockholders' authorization is required. (e) If the articles of incorporation so permit, the corporation, acting through its directors, may purchase its own shares out of capital surplus other than revaluation surplus. If the articles contain no such authorization but do not prohibit the purchase of such shares from capital surplus, then the corporation, on the authorization of its board of directors and of the holders of at least two-thirds (⅔) of all shares of each class, whether or not entitled to vote, voting separately, may purchase the corporation's shares from capital surplus, other than revaluation surplus. (f) In exercising the powers conferred by this section, it is not required that the shares purchased by the corporation must be purchased pro rata from all of its shareholders, or ratably from the holders of all the shares of any class or series. However, this section is not intended to validate stock purchases designed to effect fraudulent, improper, or unfair liquidating distributions to one (1) or more shareholders; or fraudulently, improperly, or unfairly designed to augment the voting power of any one (1) or more shareholders as against the voting power of other shareholders; or otherwise designed to effect any fraudulent, unfair, or improper discrimination in favor of any one (1) or more shareholders as against others. (g) A corporation shall be bound by any restrictions contained in its articles of incorporation in respect to the purchase of its own shares, and such articles may wholly prohibit such purchase. (h) Nonredeemable shares acquired by a corporation under the provisions of this section may be cancelled, held, pledged, sold, transferred, or otherwise disposed of by the corporation. The purchase by a corporation of its redeemable shares shall result in a cancellation of such shares according to § 4-26-614. (i) (1) Except to the extent permitted under subsection (c) of this section, the purchase by a corporation of its own shares shall not effect a reduction of stated capital unless in connection therewith the stated capital is reduced pursuant to § 4-26-614 or § 4-26-612. (2) Upon the purchase by a corporation of its own shares out of earned or capital surplus, such surplus account shall be reduced in an amount equal to the purchase price paid therefrom. (3) The impact upon the surplus accounts of the cancellation of treasury shares through a reduction of stated capital or from the resale of treasury shares is controlled by § 4-26-616(c). History Acts 1965, No. 576, § 5; A.S.A. 1947, § 64-105. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 6 — Corporate Finance 4-26-612. Treasury shares — Cancellation. (a) A corporation may at any time, by resolution of its board of directors, cancel all or any part of its treasury shares; and in such event, a statement of cancellation shall be filed as provided in this section. (b) The statement of cancellation shall be executed and filed in accordance with § 4-26-1201 and verified by one (1) of the officers signing such statement and shall set forth: (1) The name of the corporation; (2) The number of treasury shares cancelled by resolution duly adopted by the board of directors, itemized by classes and series, and the date of its adoption; (3) The aggregate number of issued shares, itemized by classes and series, after giving effect to such cancellation; (4) The amount, expressed in dollars, of the stated capital of the corporation after giving effect to such cancellation; (5) A copy of the resolution effecting the cancellation. (c) When such statement of cancellation is filed in accordance with § 4-26-1201, the stated capital of the corporation shall be deemed to be reduced by that part of the stated capital which was, at the time of the cancellation, represented by the shares so cancelled, and the shares so cancelled shall be restored to the status of authorized but unissued shares. (d) Nothing contained in this section shall be construed to forbid a cancellation of shares or a reduction of stated capital in any other manner permitted by this chapter. History Acts 1965, No. 576, § 68; A.S.A. 1947, § 64-603. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 6 — Corporate Finance 4-26-613. Redeemable shares — Restrictions on redemption or purchase. A corporation shall not redeem its shares, or purchase its redeemable shares in lieu of redemption, if at the time of, or as a result of, such transaction: (1) There is a reasonable ground for believing that the corporation would be unable to meet its obligations as they become due in the ordinary course of business; or (2) The remaining assets of the corporation would be less than one and one-fourth (1¼) times the amount of its liabilities to creditors; or (3) If by the redemption or purchase the net assets would be reduced below the aggregate amount payable to the holders of shares to remain outstanding which have prior or equal rights to the assets of the corporation upon dissolution; or (4) If there exist any unpaid accrued preferential dividends with respect to any shares having priority as to dividends over the shares to be redeemed or purchased. History Acts 1965, No. 576, § 66; A.S.A. 1947, § 64-601. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 6 — Corporate Finance 4-26-614. Redeemable shares — Cancellation by redemption or purchase. (a) When redeemable shares of a corporation are redeemed or purchased by the corporation, the redemption or purchase shall effect a cancellation of the shares, and a statement of cancellation shall be filed as provided in this section. (b) Upon cancellation, the shares shall be restored to the status of authorized but unissued shares unless the articles of incorporation provide that such shares when redeemed or purchased shall not be reissued, in which case the filing of the statement of cancellation shall constitute an amendment to the articles of incorporation and shall reduce the number of shares of the class so cancelled which the corporation is authorized to issue by the number of shares so cancelled. (c) The statement of cancellation shall be executed and filed in accordance with § 4-26-1201 and verified by one (1) of the officers signing such statement and shall set forth: (1) The name of the corporation; (2) The number of redeemable shares cancelled through redemption or purchase, itemized by classes and series; (3) The aggregate number of issued shares, itemized by classes and series, after giving effect to such cancellation; (4) The amount, expressed in dollars, of the stated capital of the corporation after giving effect to such cancellation; (5) If the articles of incorporation provide that the cancelled shares shall not be reissued, then the number of shares which the corporation has authority to issue, itemized by classes and series, after giving effect to such cancellation. (d) When this statement of cancellation is filed in accordance with § 4-26-1201, the stated capital of the corporation shall be deemed to be reduced by that part of the stated capital which was, at the time of the cancellation, represented by the shares so cancelled. (e) Nothing contained in this section shall be construed to forbid a cancellation of shares or a reduction of stated capital in any other manner permitted by this chapter. History Acts 1965, No. 576, § 67; A.S.A. 1947, § 64-602. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 6 — Corporate Finance 4-26-615. Reduction of stated capital. (a) If all or part of the stated capital of a corporation is represented by shares without par value, the stated capital of the corporation may be reduced in the following manner: (1) The board of directors shall adopt a resolution setting forth the amount of the proposed reduction and the manner in which the reduction shall be effected and directing that the question of that reduction be submitted to a vote at a meeting of shareholders which may be either an annual or a special meeting; (2) Written or printed notice stating that the purpose or one (1) of the purposes of the meeting is to consider the question of reducing the stated capital of the corporation in the amount and manner proposed by the board of directors shall be given to each shareholder of record entitled to vote thereon within the time and in the manner provided in this chapter for the giving of notice of meetings of shareholders; (3) At such meeting a vote of the shareholders entitled to vote thereon shall be taken on the question of approving the proposed reduction of stated capital, which shall require for its adoption the affirmative vote of the holders of at least a majority of the shares entitled to vote thereon. (b) When a reduction of the stated capital of a corporation has been approved as provided in this section, a statement shall be executed and filed in accordance with § 4-26-1201, which statement shall be verified by one (1) of the officers signing the statement and shall set forth: (1) The name of the corporation; (2) A copy of the resolution of the shareholders approving such reduction and the date of its adoption; (3) The number of shares outstanding and the number of shares entitled to vote thereon; (4) The number of shares voted for and against such reduction, respectively; (5) A statement of the manner in which such reduction is effected, and a statement expressed in dollars of the amount of stated capital of the corporation after giving effect to such reduction. (c) When the statement is filed in accordance with § 4-26-1201, the stated capital of the corporation shall be reduced as therein set forth. (d) No reduction of stated capital shall be made under the provisions of this section which would reduce the amount of the aggregate stated capital of the corporation to an amount equal to or less than the aggregate preferential amounts payable upon all issued shares having a preferential right in the assets of the corporation in the event of involuntary liquidation, plus the aggregate par value of all issued shares having a par value but no preferential right in the assets of the corporation in the event of involuntary liquidation; and in no event shall the stated capital be reduced to a sum less than three hundred dollars ($300). History Acts 1965, No. 576, § 69; A.S.A. 1947, § 64-604. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 6 — Corporate Finance 4-26-616. Surplus, net profits, and valuation of assets. (a) (1) “Earned surplus” or “retained earnings” means the portion of the surplus of a corporation equal to the balance of its net profits, income, gains, and losses from the date of incorporation or from the latest date when a deficit was eliminated by an application of its capital surplus or otherwise, after deducting subsequent distributions to shareholders and transfers to stated capital and capital surplus to the extent the distributions and transfers are made out of earned surplus. (2) The portion of earned surplus represented by gains derived from an exchange of assets shall be restricted and not available for dividends until these gains are realized in cash or unless the assets received are currently realizable in cash. (3) The proceeds of insurance upon the life of a shareholder or officer, when collected by the corporation as beneficiary, and where the premiums on the insurance policy have been paid by the corporation, shall be classified as earned surplus. (4) Earned surplus shall include also any portion of surplus allocated to earned surplus in mergers, consolidations, or acquisitions of all or substantially all of the outstanding shares or of the property and assets of another corporation, domestic or foreign. (b) (1) “Capital surplus” means the entire surplus of the corporation other than its earned surplus and includes paid-in surplus; surplus, hereinafter called “reduction surplus”, arising from reduction of stated capital; and surplus, hereinafter called “revaluation surplus”, arising from a revaluation of assets made in good faith upon demonstrably adequate bases of revaluation. (2) Capital surplus shall be determined in accordance with generally accepted accounting principles and classified according to its derivation on the books, balance sheets, and statements of the corporation. (c) (1) Surplus created by the cancellation of treasury shares in connection with a stated capital reduction or by the purchase and cancellation of redeemable shares shall be capital surplus. (2) When a corporation has applied its earned surplus to the acquisition of treasury shares and these shares are subsequently disposed of for a consideration, the corporation may, at its option, restore to earned surplus, out of the consideration received and on a pro rata basis per share, all or part of the amount by which earned surplus was reduced at the time of acquisition of such shares. If the consideration received exceeds the amount by which earned surplus was reduced with respect to such shares, the excess shall be capital surplus. (d) Subject to § 4-26-619(3), in computing earned surplus or net profits deduction shall be made for such obsolescence, depletion, depreciation losses, bad debts, and other items as accords with generally accepted accounting principles. (e) The capital surplus of a corporation may be increased from time to time by resolution of the board of directors directing that all or a part of the earned surplus of the corporation be transferred to capital surplus. (f) A corporation may, by resolution of its board of directors, apply any part or all of its capital surplus, other than revaluation surplus not currently realizable in cash, to the reduction or elimination of any deficit arising from losses, however incurred, but only after first eliminating the earned surplus, if any, of the corporation by applying the losses against earned surplus and only to the extent that the losses exceed the earned surplus, if any. Each such application of capital surplus shall, to the extent thereof, effect a reduction of capital surplus. (g) A corporation may, by resolution of its board of directors, create a reserve out of its earned surplus for any proper purpose and may abolish any such reserve in the same manner. Earned surplus of the corporation to the extent so reserved shall not be available for the payment of dividends or other distributions by the corporation except as expressly permitted by this chapter. History Acts 1965, No. 576, § 44; A.S.A. 1947, § 64-401. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 6 — Corporate Finance 4-26-617. Dividends — General powers of board. The board of directors may from time to time declare, and the corporation may pay, dividends on its outstanding shares, which dividends may be payable in cash or property or may be payable in the shares of the corporation. However, the declaration and payment of all dividends shall be subject to the provisions and restrictions contained in §§ 4-26-618 and 4-26-619. History Acts 1965, No. 576, § 45; A.S.A. 1947, § 64-402. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 6 — Corporate Finance 4-26-618. Share dividends. (a) Subject to the restrictions provided in this subsection, the board of directors of a corporation may declare and pay dividends in its own authorized but unissued shares out of any unreserved and unrestricted surplus other than revaluation surplus of the corporation upon the following conditions: (1) If a dividend is payable in its own shares having a par value, those shares shall be issued at not less than the par value, and there shall be transferred to stated capital at the time the dividend is paid an amount of surplus at least equal to the aggregate par value of the shares to be issued as a dividend; (2) If a dividend is payable in its own shares without par value, such shares shall be issued at not less than the stated value, which shall not be more than the fair value, as determined by resolution of the board of directors adopted at the time the dividend is declared, and there shall be transferred to stated capital at the time dividend is paid an amount of surplus equal to the aggregate stated value of the shares to be issued as a dividend; (3) If the fair value of the shares included in the share dividend, as determined by resolution of the board of directors, exceeds the stated value thereof at the time the dividend is paid, the difference between the stated value and the fair value shall be accounted for in accordance with generally accepted accounting principles. (b) When any share dividend is paid out of capital surplus, the shareholders receiving the dividend shall be concurrently notified of the source thereof. (c) No dividend payable in shares of any class shall be paid to the holders of shares of any other class unless the articles of incorporation so provide or payment is authorized by the affirmative vote or the written consent of the holders of at least a majority of the outstanding shares of the class in which the payment is to be made. (d) (1) Treasury shares that have been acquired by the corporation out of its surplus may, by authority of the board of directors, be ratably distributed among the shareholders. (2) However, no distribution of the shares of one (1) class to the holders of shares of another class shall be made except under the conditions set out in subsection (c) of this section. (3) Concurrently with the making of any such distribution, the corporation shall designate the transaction as a distribution of treasury shares and shall not represent it to be a share dividend. (4) No transfer from surplus to stated capital is necessary in connection with a distribution of treasury shares. (e) A split-up or division of the issued shares of any class into a greater number of shares of the same class without increasing the stated capital of the corporation shall not be construed to be a share dividend within the meaning of this section. History Acts 1965, No. 576, § 45; A.S.A. 1947, § 64-402. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 6 — Corporate Finance 4-26-619. Dividends other than in shares of the corporation. In respect to all dividends payable by a corporation other than dividends payable in its own shares: (1) Subject to subdivisions (3) and (4) of this section, these dividends shall be payable only: (A) Out of the unreserved and unrestricted earned surplus of the corporation; or (B) Out of the capital surplus other than revaluation surplus of the corporation, but dividends from capital surplus may be paid only if there is no unreserved and unrestricted earned surplus and then only to shares entitled to cumulative preferential dividends, and no capital surplus paid in by any class of stock may be used for the payment of dividends on any class junior thereto; or (C) Out of the corporation's net profits for the fiscal year then current. (2) No dividend may be declared or paid if there are reasonable grounds for believing that upon the payment: (A) The liabilities of the corporation would exceed its assets; or (B) The corporation would be unable to pay its obligations to creditors as they become due in the ordinary course of business; or (C) The highest liquidation preferences of shares entitled to such preference over the shares receiving the dividend would exceed the corporation's net assets; or (D) The payment of the dividend would be contrary to any provision of the articles of incorporation. (3) Except to the extent prohibited by its articles of incorporation, a corporation engaged solely or substantially in the exploitation of mines, timber, oil wells, gas wells, patents, or other wasting assets, or organized solely or substantially for the liquidation of specific assets, may, for the purpose of determining its right to pay dividends, compute its earned surplus or net profits without deduction for the depletion of assets incidental to the exploitation or liquidation or lapse of time. (4) Notwithstanding any provision of this chapter to the contrary, a corporation engaged primarily in the holding or sale of securities may, subject to the restriction contained in subdivision (2) of this section, pay to the holders of common or preferred stock a dividend from revaluation surplus represented by appreciation, readily ascertainable and realizable in cash, in the value of securities held by the corporation; but such dividend may be paid only after the board of directors shall have determined, with the determination to be included in the resolution authorizing the dividend, that the assets of the corporation remaining after the payment of such dividend have a fair value which is not less than one and one-fourth (1¼) times the amount of its liabilities to creditors. (5) In respect to each dividend payable to the holders of preferred stock out of capital surplus as permitted under subdivision (1)(B) of this section, or payable without deduction for depletion as permitted under subdivision (3) of this section, or payable out of unrealized appreciation as permitted in subdivision (4) of this section, concurrently with the payment of the dividend, the corporation shall disclose to each shareholder receiving a dividend the source from which the dividend is paid; and the source from which the dividend is paid shall also be shown on all notices, reports, and statements which contain a reference to such dividend. (6) Notwithstanding any other provision of this chapter, in any situation where as much as ninety-five percent (95%) of the capital stock of a corporation is owned by one (1) or more other corporations, the corporation whose stock is so owned may pay dividends out of its assets in excess of its liabilities to creditors regardless of the effect of such dividends upon the stated capital account, provided the assets remaining after such dividends shall have a value of at least one and one-fourth (1¼) times the amount of such corporation's liability to its creditors and provided further such dividends will not impair such corporation's ability to pay its debts as they mature. History Acts 1965, No. 576, § 45; A.S.A. 1947, § 64-402. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 6 — Corporate Finance 4-26-620. Distributions in partial liquidation. The board of directors of a corporation may from time to time distribute to its shareholders in partial liquidation out of capital surplus, other than a revaluation surplus, of the corporation a portion of its assets, in cash or property, subject to the following provisions: (1) No distribution shall be made if there is a reasonable ground for believing that as a result thereof the corporation would be unable to meet its obligations as they become due in the ordinary course of business or that the fair value of the remaining assets of the corporation would be less than one and one-fourth (1¼) times the amount of its liabilities to creditors. (2) The distribution shall be made only upon a determination by the board of directors that the assets of the corporation are in excess of the needs of its business and upon authorization evidenced by resolution adopted by the holders of a majority of the shares of each class, whether or not otherwise entitled to vote. (3) No distribution shall be made to the holders of any class of shares unless all cumulative dividends accrued on all preferred or special classes of shares entitled to preferential dividends shall have been fully paid. (4) No distribution shall be made to the holders of any class of shares which would reduce the remaining net assets of the corporation below the aggregate preferential amount payable in event of voluntary liquidation to the holders of shares having preferential rights to the assets of the corporation in the event of liquidation. (5) Each such distribution when made shall be identified as a distribution in partial liquidation and the amount per share disclosed to the shareholders receiving the same concurrently with the distribution thereof. History Acts 1965, No. 576, § 46; A.S.A. 1947, § 64-403. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 6 — Corporate Finance 4-26-621. Contractual restriction on dividends. Nothing in this chapter shall impair the right of a corporation to restrict, through a valid loan agreement, the payment of dividends or the making of distributions in partial liquidation. History Acts 1965, No. 576, § 47; A.S.A. 1947, § 64-404. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 7 — Shareholders Tit. 4, Subtit. 3., Ch. 26, Subch. 7 Note Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 7 — Shareholders 4-26-701. Shareholders' meetings generally. (a) (1) A meeting of shareholders may be held at a physical location or solely or partially by means of remote communication, either within or without this state, or as provided in the bylaws. (2) (A) A shareholders' meeting that is held solely by means of remote communication or through a combination of remote communication and an in-person meeting is permitted to the extent that: (i) The corporation's board of directors authorizes and adopts guidelines and procedures governing a remote shareholders' meeting; and (ii) Shareholders and proxy holders have the capability to participate through a method of remote communication. (B) The guidelines and procedures governing a remote shareholders' meeting shall provide verified shareholders and proxy holders who are not physically present at a shareholders' meeting to: (i) Have a reasonable opportunity to participate in the meeting; (ii) Be deemed present at the meeting; and (iii) Be permitted to vote on matters submitted at the meeting. (b) An annual meeting of the shareholders shall be held at such time as may be provided in the bylaws. Failure to hold the annual meeting at the designated time shall not work a forfeiture or dissolution of the corporation. (c) Special meetings of the shareholders may be called by the president, the board of directors, the holders of not less than one-tenth (1⁄10) of all the shares entitled to vote at the meeting, or by such other officers or persons as may be given that power in the articles of incorporation or the bylaws. History Acts 1965, No. 576, § 30; A.S.A. 1947, § 64-214; Acts 2021, No. 253, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 7 — Shareholders 4-26-702. Closing of transfer books and fixing record date. (a) (1) For the purpose of determining shareholders entitled to notice of or to vote at any meetings of shareholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any proper purpose, the board of directors of a corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed in any case sixty-five (65) days. (2) If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, the books shall be closed for at least ten (10) days immediately preceding such meeting. (b) In lieu of closing the stock transfer books, the bylaws, or in the absence of an applicable bylaw, the board of directors, may fix in advance a date as the record date for any such determination of shareholders, the date in any case to be not more than sixty-five (65) days and, in case of a meeting of shareholders, not fewer than ten (10) days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. (c) If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the board of directors declaring the dividend is adopted, as the case may be, shall be the record date for the determination of shareholders. (d) When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, the determination shall apply to any adjournment thereof. History Acts 1965, No. 576, § 32; A.S.A. 1947, § 64-216. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 7 — Shareholders 4-26-703. Shareholders' meetings — Notice — Special meetings. (a) (1) Written or printed notice stating the place, day, and hour of the meeting, and, in case of a special meeting, the purpose for which the meeting is called shall be delivered not less than sixty (60) nor more than seventy-five (75) days before the date of the meeting if a proposal to increase the authorized capital stock or bond indebtedness is to be submitted, and in all other cases not less than ten (10) nor more than fifty (50) days before the date of the meeting, either personally or by mail, by or at the direction of the president, the secretary, or any officer designated for that purpose in the bylaws or by the board of directors, or by the shareholder calling the meeting, to each shareholder of record entitled to vote at the meeting. (2) If mailed, the notice shall be deemed to be delivered when deposited in the United States mail addressed to the shareholder at his or her address as it appears on the books of the corporation, with postage prepaid. (b) If a proposal to increase authorized capital stock or bond indebtedness; or to dissolve or merge or consolidate; or to sell, lease, exchange, or otherwise dispose of all or substantially all of the corporate assets other than in the regular course of business; or to alter the capital structure; or to amend the articles of incorporation; or to effect any other fundamental change is to be submitted at an annual meeting of the shareholders, the annual meeting shall be deemed for that purpose a special meeting; and notice based upon a proper call shall be given accordingly. History Acts 1965, No. 576, § 31; A.S.A. 1947, § 64-215. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 7 — Shareholders 4-26-704. Shareholders' meetings — List of shareholders entitled to vote. (a) (1) The officer or agent having charge of the stock transfer books for shares of a corporation shall make, at least ten (10) days before each meeting of shareholders, a complete list of the shareholders entitled to vote at that meeting or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each. (2) This list, for a period of ten (10) days prior to such meeting, shall be kept on file at the registered office of the corporation or at its principal place of business in this state and shall be subject to inspection by any shareholder at any time during usual business hours. (3) This list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting. (4) The original stock transfer books shall be prima facie evidence as to who are the shareholders entitled to examine the list or transfer books or to vote at any meeting of shareholders. (b) Failure to comply with the requirements of this section shall not affect the validity of any action taken at such meeting. (c) An officer or agent having charge of the stock transfer books who shall fail to prepare the list of shareholders, or keep it on file for a period of ten (10) days, or produce and keep it open for inspection at the meeting, as provided in this section, shall be liable to any shareholder suffering damage on account of such failure to the extent of such damage. History Acts 1965, No. 576, § 33; A.S.A. 1947, § 64-217. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 7 — Shareholders 4-26-705. Shareholders' meetings — Quorum — Adjournment. (a) (1) Unless otherwise provided in the articles of incorporation, a majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders, but in no event shall a quorum consist of less than one-third (⅓) of the shares entitled to vote at the meeting. (2) If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders, unless the vote of a greater number or voting by classes is required by this chapter or the articles of incorporation or bylaws. (b) (1) (A) In the absence of a quorum at the opening of any meeting of the shareholders, the meeting may be adjourned by the vote of a majority of the shares entitled to vote at the meeting which are represented at the meeting by the holders thereof in person or by proxy. (B) Any adjourned meeting may be readjourned in like manner. (2) (A) When any one (1) adjournment is for thirty (30) days or more, a fifteen-day notice of the adjourned meeting shall be given by mailing as provided in § 4-26-703. (B) When any one (1) adjournment is for less than thirty (30) days, it is not necessary, unless the bylaws provide otherwise, to give notice of the time and place of the adjourned meeting or of the business to be transacted there other than by announcement at the meeting at which the adjournment is taken. History Acts 1965, No. 576, § 34; A.S.A. 1947, § 64-218. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 7 — Shareholders 4-26-706. Voting trusts. (a) Any number of shareholders of a corporation may create a voting trust for the purpose of conferring upon a trustee or trustees the right to vote or otherwise represent their shares, for a period of not to exceed ten (10) years, by entering into a written voting trust agreement specifying the terms and conditions of the voting trust, by depositing a counterpart of the agreement with the corporation at its registered office, and by transferring their shares to the trustee or trustees for the purposes of the agreement. (b) The counterpart of the voting trust agreement so deposited with the corporation shall be subject to the same right of examination by a shareholder of the corporation, in person or by agent or attorney, as are the books and records of the corporation and shall be subject to examination by any holder of a beneficial interest in the voting trust, either in person or by agent or attorney, at any reasonable time for any proper purpose. History Acts 1965, No. 576, § 35.2; A.S.A. 1947, § 64-221. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 7 — Shareholders 4-26-707. Class voting. (a) In each instance where, under § 4-26-302(a)(4), § 4-26-303, § 4-26-611(e), § 4-26-705(a)(2), § 4-26-903(a)(3)(B), § 4-26-1007(e) and (f), or § 4-26-1101, a provision is made for the class voting of stock, thus requiring the votes of a certain percentage of each separate class of shares to authorize some specific corporate action, each class of shares to which a requirement of class voting is applicable shall be bound by the votes which are cast in person or by proxy of at least two-thirds (⅔) of those members of such class who are present in person or represented at the meeting by proxy if due and timely notice of the meeting has been given to all members of said class and at least fifty percent (50%) of the shares embraced in the class are present in person or by proxy. (b) The certificate to articles of amendment under § 4-26-304, articles of merger or consolidation under § 4-26-1009, and articles of dissolution under § 4-26-1102 shall, in all situations to which this section applies, be amended and adjusted to show the manner in which the requirements of this section were met in respect to class voting. (c) This section shall apply only to corporations having five hundred (500) or more shareholders. History Acts 1971, No. 345, §§ 1-3; A.S.A. 1947, §§ 64-225 — 64-227; Acts 2009, No. 408, § 8. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 7 — Shareholders 4-26-708. Voting of shares — Consent to corporate action. (a) Each outstanding share, regardless of class, shall be entitled to one (1) vote on each matter submitted to a vote at a meeting of the shareholders, except to the extent that the voting rights of the shares of any class are limited or denied by the articles of incorporation as permitted by this chapter. (b) Neither treasury shares nor shares of its own stock held by a corporation in a fiduciary capacity nor shares held by another corporation, if a majority of the shares entitled to vote for the election of directors of such other corporation is held by the corporation, shall be voted at any meeting or counted in determining the total number of outstanding shares at any given time. (c) A shareholder may vote either in person or by proxy executed in writing by the shareholder or by his or her duly authorized attorney-in-fact. No proxy shall be valid after eleven (11) months from the date of its execution unless otherwise provided in the proxy. A proxy is not revoked by the death or incapacity of the maker unless, before the vote is counted or the authority is exercised, written notice of the death or incapacity is given to the corporation. (d) At each election for directors every shareholder entitled to vote at the election shall have the right to vote, in person or by proxy, the number of shares owned by him or her for as many persons as there are directors to be elected and for whose election he or she has a right to vote, or to cumulate his or her votes by giving one (1) candidate as many votes as the number of such directors multiplied by the number of his or her shares shall equal, or by distributing the votes on the same principle among any number of such candidates. (e) Shares standing in the name of another corporation, domestic or foreign, may be voted by the president or a vice president of the other corporation or by such other officer, agent, or proxy as the bylaws of the other corporation may prescribe or as the board of directors of the other corporation may determine. (f) (1) Unless the bylaws provide to the contrary, shares held by an administrator, executor, guardian, or curator may be voted by him or her without a transfer of such shares on the books of the corporation into his or her name. (2) No trustee shall be entitled to vote shares held by him or her without a transfer of the shares on the books of the corporation into his or her name as trustee. (g) Shares standing in the name of a receiver may be voted by the receiver, and shares held by or under the control of a receiver may be voted by the receiver without the transfer thereof on the books of the corporation into his or her name as receiver if authority to do so is contained in an appropriate order of the court by which such receiver was appointed. (h) A shareholder whose shares are pledged shall be entitled to vote the shares until the shares have been transferred on the books of the corporation into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred. (i) Except to the extent that the same may be prohibited by the terms of a controlling will or inter vivos trust instrument, and also, in the case of foreign fiduciaries, by the applicable laws of the foreign jurisdiction, trustees, whether they are under testamentary or inter vivos trusts, executors, administrators, guardians, and curators, shall have the following proxy and voting privileges in respect to the fiduciary shares: (1) Each such fiduciary may vote in person or by his or her general or limited proxy; and in the case of joint fiduciaries, each of them may execute a separate proxy, or all or any two (2) or more of them may unite in a joint proxy; (2) Concerning joint fiduciaries: (A) If one (1) only of the joint fiduciaries is present or represented at the meeting, his or her vote cast in person or by his or her proxy binds all; (B) If more than one (1) is present or represented by proxy at the meeting, whether the number present or represented be all or less than the total number of the joint fiduciaries, the vote, in person or by proxy, of a majority of those present or represented binds all of the joint fiduciaries; (C) In the situation mentioned in subdivision (i)(2)(B), if those present or represented are evenly opposed as to the method of voting the fiduciary shares, each fiduciary so present or represented acting in person or by proxy may vote a number of the fiduciary shares determined by dividing the total number by the number of joint fiduciaries present or represented at the meeting. (j) The voting and proxy rights of a custodian under the Arkansas Uniform Gifts to Minors Act, Acts 1967, No. 250 [repealed] shall be controlled by the provisions of that act. (k) In respect to shares held by tenants in common, joint tenants, or tenants by the entirety: (1) If less than the entire number of cotenants be present at the meeting, in person or by proxy, the cotenant thus attending or represented at the meeting, provided they act unanimously if more than one (1), may vote in person or by proxy all shares held in cotenancy. (2) If the votes of all cotenants present at the meeting in person or by proxy, whether they are all of the cotenants or less than all, are not cast unanimously, each cotenant present or his or her proxy shall vote a number of votes determined by dividing the number of shares held in cotenancy by the number of cotenants unless in the case of a tenancy in common, written evidence is produced which shows that the shares are owned in different proportions. (l) The right of every shareholder, whether a sole owner, cotenant, fiduciary, or cofiduciary, to consent to corporate action shall be coextensive with his or her right to vote. (m) On and after the date on which written notice of redemption of redeemable shares has been mailed to the holders and a sum sufficient to redeem such shares has been deposited with a bank or trust company with irrevocable instructions and authority to pay the redemption price to the holders upon surrender of certificates therefor, the shares shall not be entitled to vote on any matter and shall not be deemed to be outstanding shares. History Acts 1965, No. 576, § 35; A.S.A. 1947, § 64-219. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 7 — Shareholders 4-26-709. Greater voting requirements. Whenever, with respect to any action to be taken by the shareholders of a corporation, the articles of incorporation require the vote or concurrence of the holders of a greater proportion of the shares, or of any class or series thereof, than required by this chapter with respect to such action, the provisions of the articles of incorporation shall control. History Acts 1965, No. 576, § 35.3; A.S.A. 1947, § 64-222. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 7 — Shareholders 4-26-710. Action by shareholders without a meeting. (a) Any action required by this chapter to be taken at a meeting of the shareholders of a corporation or any action which may be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof. (b) The consent shall have the same force and effect as a unanimous vote of shareholders and may be stated as such in any articles or document filed with the Secretary of State under this chapter. History Acts 1965, No. 576, § 35.1; A.S.A. 1947, § 64-220. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 7 — Shareholders 4-26-711. Preemptive rights. (a) The term “preemptive rights”, as used in this chapter, shall refer to the right, exercisable under the circumstances hereinafter set out, to purchase the shares or securities of a corporation. (b) The term “voting rights”, as used in this section, shall mean the right, not dependent on the happening of an event specified in the articles of incorporation which would affect the voting rights of any class of stock, to vote for the election of one (1) or more directors. (c) (1) Unless otherwise provided in the articles of incorporation, the holders of the shares of any class, other than shares which are limited as to dividends and liquidation rights, in this section referred to as “such holders,” shall have the right, during a reasonable time and on reasonable terms to be fixed by the directors, to purchase the shares or securities so offered in proportion to their then-respective holdings at a lawful price substantially no less favorable than the price at which such shares or securities are to be offered to others; upon the offering for sale for cash of: (A) Any shares that are either treasury shares or shares authorized to be issued of the same class as those held by such holders; or (B) Any shares that are either treasury shares or shares authorized to be issued, whether or not of the same class as those held by such holders, having voting rights or dividend rights which would adversely affect the voting rights or dividend rights of such holders; or (C) Any shares that are either treasury shares or shares authorized to be issued, notes, debentures, bonds, or other securities convertible into, or carrying options or warrants to purchase, shares coming within the description set out in subdivision (c)(1)(A) or (c)(1)(B) of this section. (2) However, unless otherwise provided in the articles of incorporation, there shall be no preemptive right to purchase: (A) Shares or other securities which are part of the shares or securities of the corporation authorized in the original articles of incorporation and are issued, sold, or optioned within two (2) years from the date of filing of the articles of incorporation; or (B) Shares or other securities to be issued for considerations other than money; or (C) Shares issued or to be issued to satisfy conversion rights or option rights theretofore lawfully granted by the corporation. (d) (1) The board of directors shall cause to be mailed by first class mail, which need not be registered or certified, to each shareholder of record entitled to purchase shares or securities in accordance with this section, a notice directed to him or her at his or her address as shown on the books of the corporation, setting forth the time within which and the terms and conditions under which the shareholder may purchase the shares or securities and also the apportionment made of the right to purchase among the shareholders entitled to preemptive rights. (2) The notice shall be mailed at least ten (10) days, or such longer period as may be prescribed by the board, prior to the expiration of the period during which the shareholder shall have the right to purchase. (3) All shareholders entitled to preemptive rights to whom notice shall have been mailed as aforesaid shall be deemed conclusively to have been given a reasonable time in which to exercise their preemptive rights; and upon the expiration of the time specified in the notice, the preemptive rights if not exercised shall expire. (e) Shares or securities subject to preemptive rights may be released from the preemptive rights on the vote or written consent of the holders of two-thirds (⅔) of the shares to which such rights attach. However, if shares or securities so released are not sold in one (1) year from the date of the release, the preemptive rights shall be reinstated. History Acts 1965, No. 576, § 27; A.S.A. 1947, § 64-212. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 7 — Shareholders 4-26-712. Shares without preemptive rights — Corporate powers and limitations. (a) In respect to shares or securities which are not subject to or which have been released from preemptive rights, or in respect to which preemptive rights have expired, and subject to subsection (b): (1) The board of directors may grant options to subscribe for, or to purchase, such shares or securities; and it may fix the terms and consideration of such optional rights and of the purchase to be made thereunder. The optional rights may be evidenced in such form as the board may prescribe and may be made transferable. (2) The board of directors, without the granting of options, may authorize the sale and issuance of the shares or securities; and the board may select the purchasers and fix the terms and consideration for the sale and issuance of the shares and securities. (b) (1) A corporation shall not issue or sell to any one (1) or more of its directors, officers, or employees or to any one (1) or more of the directors, officers, or employees of a subsidiary corporation any of its treasury or authorized shares which carry voting rights, as defined in § 4-26-711(b), or options to purchase shares, or securities convertible into or carrying options to purchase shares, unless such action, including the terms and consideration of the proposed issuance and sale, shall first be approved by the vote or written consent of the holders of at least a majority of the shares of the corporation which carry such voting rights. (2) However, no corporation which is required by the laws of the United States to register with and file periodic reports with the United States Securities and Exchange Commission shall be subject to the provisions of this subsection. History Acts 1965, No. 576, § 28; 1973, No. 110, § 1; A.S.A. 1947, § 64-213. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 7 — Shareholders 4-26-713. Right to dissent no bar to other legal actions. The fact that a shareholder may have, under this chapter, a potential right of dissent and appraisal in respect to any corporate action will not impair his or her right to challenge the legality of the corporate action and sue to enjoin the action or enforce any other legal remedy in connection therewith, provided the shareholder is guilty of no laches and acts with great promptitude before the rights of third parties have intervened. History Acts 1965, No. 576, § 82; A.S.A. 1947, § 64-224. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 7 — Shareholders 4-26-714. Shareholders' actions. (a) No action shall be brought in this state by a shareholder in the right of a domestic corporation unless the plaintiff was a holder of shares or of voting trust certificates at the time of the transaction of which he or she complains, or his or her shares or voting trust certificates thereafter devolved upon him or her by operation of law from a person who was a holder at that time. (b) In any action hereafter instituted in the right of any domestic corporation by the holder of shares of the corporation or of voting trust certificates therefor, the court having jurisdiction, upon final judgment and a finding that the action was brought without reasonable cause, may require the plaintiff to pay to the parties named as defendant the reasonable expenses, including fees of attorneys, incurred by them in the defense of such action. (c) (1) In any action instituted in the right of a domestic corporation by the holders of less than five percent (5%) of the outstanding shares of any class of the corporation or of voting trust certificates therefor, unless the shares or voting trust certificates so held have a market value in excess of twenty-five thousand dollars ($25,000), the corporation in whose right the action is brought or any defendant may move the court for an order, upon notice and hearing, requiring plaintiff to furnish security as provided in this section. (2) The motion may be based upon one (1) or more of the following grounds: (A) That there is no reasonable possibility that the prosecution of the cause of action alleged in the complaint against the moving party will benefit the corporation or its security holders. (B) That the moving party, if other than the corporation, did not participate in the transaction complained of in any capacity. (3) At the hearing upon the motion, the court shall consider such evidence, written or oral, by witnesses or affidavit, as may be material to the grounds upon which the motion is based, or to a determination of the probable reasonable expenses, including attorneys' fees, of the corporation and the moving party which will be incurred in the defense of the action. (4) If the court determines, after hearing the evidence adduced by the parties at the hearing, that the moving party has established a probability in support of any of the grounds upon which the motion is based, the court shall fix the nature and amount of security to be furnished by the plaintiff for reasonable expenses, including attorneys' fees, which may be incurred by the moving party and the corporation in connection with such action, including, but without limiting, the foregoing expenses for which the corporation may become liable pursuant to § 4-26-814. (5) A determination by the court that security either shall or shall not be furnished or shall be furnished as to one (1) or more defendants and not as to others shall not be deemed a determination of any one (1) or more issues in the action or of the merits thereof. (6) The corporation and the moving party may have recourse to the security in such amount as the court shall determine upon the termination of the action. (7) The amount of security may from time to time be increased or decreased in the discretion of the court upon showing that the security provided has or may become inadequate or is excessive. (8) If the court makes a determination that security shall be furnished by the plaintiff for the benefit of any one (1) or more defendants, the action shall be dismissed as to such defendant unless the security required by the court shall have been furnished within such reasonable time as may be fixed by the court. (9) If any such motion is filed, no pleadings need be filed by the corporation or any other defendant, and the prosecution of the action shall be stayed until ten (10) days after the motion shall have been disposed of. (d) A suit filed by a shareholder in the right of a domestic corporation may not be dismissed or compromised without the approval of the court. History Acts 1965, No. 576, § 49; A.S.A. 1947, § 64-223. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 7 — Shareholders 4-26-715. Books and records — Examination. (a) Each corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its shareholders and board of directors and shall keep at its registered office or principal place of business in this state, or at the office of its transfer agent or registrar in this state, a record of its shareholders, giving the names and addresses of all shareholders and the number and class of the shares held by each. (b) Any person who shall have been a shareholder of record for at least six (6) months immediately preceding his or her demand, upon written demand stating the purpose thereof, shall have the right to examine, in person or by agent or attorney, at any reasonable time, for any proper purpose, its books and records of account, minutes, and record of shareholders and to make extracts therefrom. (c) (1) Upon refusal by the corporation or by an officer or agent of the corporation to permit an inspection of the corporation's books, records of account, minutes, or record of shareholders, the person making demand for inspection may file a civil action in the circuit court of the county in which the corporation maintains either its principal place of business or its registered office for the purpose of securing an order of the court directing the corporation, its officers, and agents to permit the requested inspection. (2) The proceeding shall be advanced upon the docket of the court; and the court shall hear the parties summarily, by affidavit or otherwise. (3) If the applicant establishes that he or she is qualified and entitled to the inspection, the court shall grant an order permitting the inspection, subject to any limitations which the court may prescribe; and the court may grant such other relief as to the court may seem just and proper. (4) The court may deny or restrict inspection if it finds that the shareholder has improperly used information secured through any prior examination of the books and records of accounts or minutes or record of shareholders of the corporation or of any other corporation, or that he or she was not acting in good faith or for a proper purpose in making his or her demand. (d) Upon the written request of any shareholder of a corporation, the corporation shall mail to the shareholder its most recent financial statements showing in reasonable detail its assets and liabilities and the results of its operations. History Acts 1965, No. 576, § 53; A.S.A. 1947, § 64-312. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 7 — Shareholders 4-26-716. Liability of subscribers and shareholders. (a) A holder of or subscriber to shares of a corporation shall be under no obligation to the corporation or its creditors with respect to the shares other than the obligation to pay to the corporation the full consideration fixed as provided by law for which those shares were issued or to be issued. (b) (1) Every original holder of watered shares or of shares not fully paid as agreed shall continue liable thereon to the corporation notwithstanding any transfer of the shares. (2) A transferee of the shares shall not be liable thereon if he or she acquired them in good faith without knowledge or notice that they were watered shares or shares not fully paid as agreed or if he or she acquired them from a transferor similarly free from liability. The burden of proof that the transferee did not so acquire the shares shall be upon the adverse party. (c) An executor, administrator, conservator, guardian, trustee, assignee for the benefit of creditors, or receiver shall not be personally liable to the corporation as a holder of or subscriber to shares of a corporation, but the estate and funds in his or her hands shall be so liable. (d) No pledgee or other holder of shares as collateral security shall be personally liable as a shareholder. History Acts 1965, No. 576, § 25; A.S.A. 1947, § 64-210. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 8 — Directors and Officers Tit. 4, Subtit. 3., Ch. 26, Subch. 8 Note Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 8 — Directors and Officers 4-26-801. Board of directors generally. (a) All corporate powers shall be exercised by or under the authority of, and the business and affairs of a corporation shall be managed under the direction of, its board of directors, subject to any limitation set forth in the articles of incorporation. (b) Directors need not be residents of this state or shareholders of the corporation unless the articles of incorporation or bylaws so require. The articles of incorporation or bylaws may prescribe other qualifications for directors. (c) The board of directors shall have authority to fix the compensation of directors unless otherwise provided in the articles of incorporation. (d) Directors may not vote by proxy. History Acts 1965, No. 576, § 36; A.S.A. 1947, § 64-301; Acts 1987, No. 323, § 2. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 8 — Directors and Officers 4-26-802. Number, election, and term of directors. (a) The number of directors of a corporation shall be not less than three (3) except that in cases where all the shares of a corporation are owned of record by either one (1) or two (2) shareholders, the number of directors may be one (1) or two (2) but not less than the number of shareholders. Subject to this limitation, the number of directors shall be fixed by the bylaws except as to the number constituting the initial board of directors, which number shall be fixed by the articles of incorporation. (b) The number of directors may be increased or decreased from time to time by amendment to the bylaws, but no decrease shall have the effect of shortening the term of any incumbent director. (c) In the absence of a bylaw fixing the number of directors, the number shall be the same as the number stated in the articles of incorporation. (d) The number of directors who will constitute the initial board shall be stated in the articles of incorporation; and the members of the first board shall hold office until the first annual meeting of shareholders and until their successors shall have been elected and qualified. (e) At the first annual meeting of shareholders and at each annual meeting thereafter, the shareholders shall elect directors to hold office until the next succeeding annual meeting. (f) Each director shall hold office for the term for which he or she is elected and until his or her successor shall have been elected and qualified. History Acts 1965, No. 576, § 37; A.S.A. 1947, § 64-302. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 8 — Directors and Officers 4-26-803. Vacancies. (a) (1) A vacancy on the board of directors shall exist when a director dies or resigns or when he or she is removed by the shareholders or by virtue of newly created directorship resulting from any increase in the authorized number of directors. (2) Any vacancy, other than a vacancy occurring through shareholders' action in removing a director, occurring in the board of directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the board, unless it is otherwise provided in the articles of incorporation or bylaws, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and qualified, unless sooner displaced. (b) If by reason of death, resignation, or other cause, a corporation should at any time have no directors in office, then any shareholder or the executor or administrator of a deceased shareholder may call a special meeting of shareholders and, over his or her own signature, give notice of the meeting according to § 4-26-703. History Acts 1965, No. 576, § 38; A.S.A. 1947, § 64-303. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 8 — Directors and Officers 4-26-804. Removal of directors. (a) (1) At a shareholders' meeting called expressly for that purpose, directors may be removed in the manner provided in this section. (2) The entire board of directors or any one (1) or more of the directors may be removed, with or without cause, by a vote of the holders of a majority of the shares then entitled to vote at an election of directors. (3) If less than the entire board is to be removed, no one of the directors may be removed if the votes cast against his or her removal would be sufficient to elect him or her if then cumulatively voted at an election of the entire board of directors. (b) Whenever the holders of the shares of any class are entitled to elect one (1) or more directors by the provisions of the articles of incorporation, the provisions of this section shall apply, in respect to the removal of a director or directors so elected, to the vote of the holders of the outstanding shares of that class and not to the vote of the outstanding shares as a whole. (c) When a director shall be removed, the resulting vacancy shall be filled by the shareholders and may be filled at the same shareholders' meeting at which the vacancy is created or at a subsequent meeting. History Acts 1965, No. 576, § 39; A.S.A. 1947, § 64-304. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 8 — Directors and Officers 4-26-805. Directors' meetings. (a) Meetings of the board of directors, regular or special, may be held either within or without this state. (b) (1) Regular meetings of the board of directors may be held with or without notice as prescribed in the bylaws. (2) Special meetings of the board of directors shall be held upon such notice as is prescribed in the bylaws; but such notice may be waived as provided in § 4-26-105. (3) Neither the business to be transacted at nor the purpose of any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of the meeting unless required by the bylaws. History Acts 1965, No. 576, § 42; A.S.A. 1947, § 64-307. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 8 — Directors and Officers 4-26-806. Quorum of directors. A majority of the number of directors fixed by the bylaws, or in the absence of a bylaw fixing the number of directors then of the number stated in the articles of incorporation, shall constitute a quorum for the transaction of business unless a greater number is required by the articles of incorporation or the bylaws. History Acts 1965, No. 576, § 40; A.S.A. 1947, § 64-305. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 8 — Directors and Officers 4-26-807. Action of board with or without meeting. (a) The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors unless the act of a greater number is required by the articles of incorporation or the bylaws. (b) Where the articles of incorporation or bylaws expressly permit such procedure, an action taken by a majority of the directors without a meeting in respect to any corporate matter is nevertheless a valid board action if either before or after the action is taken, all members of the board sign and file with the secretary for inclusion in the corporate minute book a memorandum showing the nature of the action taken, showing that each member of the board consented to the board acting informally in respect to the matter, and showing the names of the directors who approved the action taken and the names of those who opposed it. History Acts 1965, No. 576, § 40; A.S.A. 1947, § 64-305. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 8 — Directors and Officers 4-26-808. Executive committee. (a) The articles of incorporation or bylaws may provide for the creation, by the board of directors from its membership, of an executive committee, to consist of not less than three (3) directors. To the extent specified by the board of directors or in the articles of incorporation or bylaws, the executive committee may exercise the authority of the board of directors under § 4-26-801. The executive committee may not, however: (1) Authorize distributions; (2) Approve or propose to shareholders any action that this chapter requires to be approved by shareholders; (3) Fill vacancies on the board of directors or on any of its committees; (4) Amend the articles of incorporation; (5) Adopt, amend, or repeal bylaws; (6) Approve a plan of merger not requiring shareholder approval; (7) Authorize or approve the reacquisition of shares, except according to a formula or method prescribed by the board of directors; or (8) Authorize or approve the issuance, sale, or contract for sale of shares or determine the designation and relative rights, preferences, and limitations of a class or series of shares. However, the board of directors may authorize a committee or a senior executive officer of the corporation to do so within the limits specifically prescribed by the board of directors. (b) The executive committee shall serve at the pleasure of the board of directors and shall act only in the intervals between the meetings of the board of directors and shall be subject to the control and direction of the board. (c) Unless otherwise provided in the articles of incorporation or bylaws, the executive committee may act by a majority of its members at a meeting or informally without a meeting provided all members sign a writing reflecting such informal action. (d) An act or authorization of an act by the executive committee with the authority lawfully delegated to it shall be as effective for all purposes as the act or authorization of the directors; however, the designation of the committee and the delegation thereto of authority shall not operate to relieve the board of directors, or any member thereof, of any responsibility imposed upon it or him or her by law. History Acts 1965, No. 576, § 41; A.S.A. 1947, § 64-306; Acts 1987, No. 323, § 3. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 8 — Directors and Officers 4-26-809. Bylaws. (a) (1) The initial bylaws of a corporation shall be adopted by its board of directors. (2) The power to alter, amend, or repeal the bylaws or adopt new bylaws shall be vested in the board of directors except to the extent such power is reserved to the shareholders by the articles of incorporation. (3) The bylaws may contain any provisions for the regulation and management of the affairs of the corporation not inconsistent with law or the articles of incorporation. (b) The adoption, amendment, or repeal of a bylaw by the board of directors shall require the affirmative vote of a majority of the authorized membership of the board; and any such action taken by the shareholders under authority reserved in the articles shall require the affirmative vote of the holders of a majority of the shares having voting rights as defined in § 4-26-711(b) and also the affirmative vote of the holders of a majority of the shares of any other class which may be substantially adversely affected by such action. History Acts 1965, No. 576, § 29; A.S.A. 1947, § 64-513. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 8 — Directors and Officers 4-26-810. Emergency bylaws — Operations during emergency. (a) The board of directors of any corporation may adopt emergency bylaws, subject to repeal or change by action of the shareholders, which shall, notwithstanding any different provision elsewhere in this chapter or in the articles of incorporation or bylaws, be operative during any emergency resulting from an attack on the United States or on a locality in which the corporation conducts its business or customarily holds meetings of its board of directors or its shareholders, or during any nuclear or atomic disaster, or during the existence of any catastrophe, or other similar emergency condition, as a result of which a quorum of the board of directors or a standing committee cannot readily be convened for action. (b) The emergency bylaws may make any provision that may be practical and necessary for the circumstances of the emergency, including without limitation provisions that: (1) A meeting of the board of directors or a committee may be called by any officer or director in such manner and under such conditions as shall be prescribed in the emergency bylaws; (2) The director or directors in attendance at the meeting or any greater number fixed by the emergency bylaws shall constitute a quorum; and (3) The officers or other persons designated on a list approved by the board of directors before the emergency, all in such order of priority and subject to such conditions and for such period of time not longer than reasonably necessary after the termination of the emergency as may be provided in the emergency bylaws or in the resolution approving the list, to the extent required to provide a quorum at any meeting of the board of directors, shall be deemed directors for that meeting. (c) The board of directors, either before or during any emergency, may provide and from time to time modify lines of succession in the event that during the emergency any or all officers or agents of the corporation shall, for any reason, be rendered incapable of discharging their duties. (d) The board of directors, either before or during any emergency, may, effective in the emergency, change the head office or designate several alternative head offices or regional offices, or authorize the officers to do so. (e) No officer, director, or employee acting in accordance with any emergency bylaws shall be liable except for willful misconduct. (f) To the extent not inconsistent with any emergency bylaws so adopted, the bylaws of the corporation shall remain in effect during any emergency, and upon its termination, the emergency bylaws shall cease to be operative. (g) Unless otherwise provided in emergency bylaws, notice of any meeting of the board of directors during an emergency may be given only to such of the directors as it may be feasible to reach at the time and by such means as may be feasible at the time, including publications or radio. (h) To the extent required to constitute a quorum at any meeting of the board of directors during such an emergency, the officers of the corporation who are present shall, unless otherwise provided in emergency bylaws, be deemed, in order of rank and within the same rank in order of seniority, directors for such meeting. History Acts 1965, No. 576, § 35.4; A.S.A. 1947, § 64-514. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 8 — Directors and Officers 4-26-811. Liability of directors. (a) In addition to any other liabilities imposed by law upon directors of a corporation: (1) Directors of a corporation who vote for or assent to the declaration of any dividend or other distribution of the assets of a corporation to its shareholders contrary to the provisions of this chapter or contrary to any restrictions contained in the articles of incorporation shall be jointly and severally liable to the corporation for the amount of the dividend which is paid or the value of the assets which are distributed in excess of the amount of the dividend or distribution which could have been paid or distributed without a violation of the provisions of this chapter or the restrictions in the articles of incorporation; (2) Directors of a corporation who vote for or assent to the purchase of its own shares contrary to the provisions of this chapter shall be jointly and severally liable to the corporation for the amount of consideration paid for the shares which is in excess of the maximum amount which could have been paid without a violation of the provisions of this chapter; (3) The directors of a corporation who vote for or assent to any distribution of assets of a corporation to its shareholders during the liquidation of the corporation without the payment and discharge of, or making adequate provision for, all known debts, obligations, and liabilities of the corporation shall be jointly and severally liable to the corporation for the value of the assets which are distributed, to the extent that the debts, obligations, and liabilities of the corporation are not thereafter paid and discharged; (4) The directors of a corporation who vote for or assent to the making of a loan secured by shares of the corporation shall be jointly and severally liable to the corporation for the amount of such loan until the repayment thereof; (5) If a corporation commences business before it has received three hundred dollars ($300) as consideration for the issuance of shares, the directors who assent thereto shall be jointly and severally liable to the corporation for such part of three hundred dollars ($300) as shall not have been received before commencing business, but this liability shall be terminated when the corporation has actually received three hundred dollars ($300) as consideration for the issuance of shares. (b) (1) A director of a corporation who is present at a meeting of its board of directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent is entered in the minutes of the meeting or unless he or she files his or her written dissent to the action with the person acting as the secretary of the meeting before the adjournment thereof or forwards the dissent by registered or certified mail to the secretary of the corporation immediately after the adjournment of the meeting. (2) The right to dissent shall not apply to a director who voted in favor of the action. (c) A director shall not be liable under subdivision (a)(1), (a)(2), or (a)(3) of this section if he or she relied and acted in good faith upon financial statements of the corporation represented to him or her to be correct by the president or the officer of the corporation having charge of its books of account, or stated in a written report by an independent public or certified public accountant or firm of such accountants fairly to reflect the financial condition of the corporation, nor shall he or she be so liable if in good faith in determining the amount available for any dividend or distribution he or she considered the assets to be of their book value. (d) Any director against whom a claim shall be asserted under or pursuant to this section for the payment of a dividend or other distribution of assets of a corporation and who shall be held liable thereon shall be entitled to contribution from the shareholders who accepted or received any such dividend or assets, knowing the dividend or distribution to have been made in violation of this section, in proportion to the amounts received by them respectively. (e) Any director against whom a claim shall be asserted under or pursuant to this section shall be entitled to contribution from the other directors who voted for or assented to the action upon which the claim is asserted. History Acts 1965, No. 576, § 48; A.S.A. 1947, § 64-308. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 8 — Directors and Officers 4-26-812. Officers. (a) (1) The officers of a corporation shall consist of a president, one (1) or more vice presidents as may be prescribed by the bylaws, a secretary, and a treasurer, each of whom shall be elected by the board of directors at such time and in such manner as may be prescribed by the bylaws. (2) Other officers and assistant officers and agents as may be deemed necessary may be elected or appointed by the board of directors or chosen in such other manner as may be prescribed by the bylaws. (3) Any two (2) or more offices may be held by the same person, except the offices of president and secretary; provided, however, in the case of a one-shareholder corporation or where all of the voting stock of a corporation shall be owned by only one (1) stockholder any two (2) or more offices may be held by the same person. (b) All officers and agents of the corporation, as between themselves and the corporation, shall have such authority and perform such duties in the management of the corporation as may be provided in the bylaws, or as may be determined by resolution of the board of directors not inconsistent with the bylaws. History Acts 1965, No. 576, § 51; 1971, No. 362, § 1; 1973, No. 8, § 1; 1977, No. 317, § 1; A.S.A. 1947, § 64-310. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 8 — Directors and Officers 4-26-813. Removal of officers. 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 officer or agent shall not of itself create contract rights. History Acts 1965, No. 576, § 52; A.S.A. 1947, § 64-311. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 8 — Directors and Officers 4-26-814. Indemnification of officers, directors, employees, and agents. (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 the right of the corporation by reason of the fact that he or she is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses, including attorneys' fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with the action, suit, or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. (2) The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful. (b) 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 action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against expenses, including attorneys' fees, actually and reasonably incurred by him or her in connection with the defense or settlement of the action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation. However, no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the corporation unless, and only to the extent that, the court in which the action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper. (c) To the extent that a director, officer, employee, or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in subsection (a) or subsection (b) of this section or in defense of any claim, issue, or matter therein, he or she shall be indemnified against expenses, including attorneys' fees, actually and reasonably incurred by him or her in connection therewith. (d) Any indemnification under subsection (a) or subsection (b) of this section, unless ordered by a court, shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee, or agent is proper in the circumstances because he or she has met the applicable standards of conduct set forth in subsection (a) or subsection (b) of this section. The determination shall be made by the board of directors by a majority vote of a quorum consisting of directors who were not parties to the action, suit, or proceeding, or, if such a quorum is not obtainable, or even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or by the shareholders. (e) Expenses, including attorneys' fees, incurred in defending a civil or criminal action, suit, or proceeding may be paid by the corporation in advance of the final disposition of the action, suit, or proceeding as authorized in the manner provided in subsection (d) of this section upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay that amount unless it shall ultimately be determined that he or she is entitled to be indemnified by the corporation as authorized in this section. (f) The indemnification provided by this section shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement, vote of shareholders, or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person. (g) A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against him or her and incurred by him or her in any capacity or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against liability under the provisions of this section. (h) The powers and duties of a corporation to indemnify any person under this section shall apply with equal force whether an action, suit, or proceeding is threatened or commenced in this state or outside this state. (i) This section shall apply to any action, suit, or proceeding threatened or commenced prior to February 12, 1973, which had not been finally disposed of prior to February 12, 1973, and also shall apply to any action, suit, or proceeding threatened or commenced after February 12, 1973, but which is based in whole or in part on actions that occurred prior to February 12, 1973. History Acts 1965, No. 576, § 50; 1973, No. 94, §§ 1, 4; A.S.A. 1947, §§ 64-309, 64-309n. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 9 — Mortgage, Sale, Etc., of Assets Tit. 4, Subtit. 3., Ch. 26, Subch. 9 Note Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 9 — Mortgage, Sale, Etc., of Assets 4-26-901. Corporate indebtedness — Mortgage of assets authorized. 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 assets, including after-acquired property, as security for any obligation so incurred, the board of directors shall not be required to procure any consent from or authorization by the shareholders except in the instance of the increase of bonded indebtedness of the corporation. Where the bonded indebtedness is increased within the meaning of Arkansas Constitution, Article 12, § 8, shareholders' authorization of both the creation of the additional indebtedness and the lien securing the same shall be required in conformity with the constitutional provision. History Acts 1965, No. 576, § 78; A.S.A. 1947, § 64-801. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 9 — Mortgage, Sale, Etc., of Assets 4-26-902. Sale, lease, or exchange of assets in regular course of business. 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 in part of money or real or personal property including shares of any other domestic or foreign corporation, as shall be authorized by its board of directors. In this case, no authorization or consent of the shareholders shall be required. History Acts 1965, No. 576, § 79; A.S.A. 1947, § 64-802. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 9 — Mortgage, Sale, Etc., of Assets 4-26-903. Sale, lease, or exchange of assets other than in regular course of business. (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 consist in whole or in part of money or real or personal property including shares of any other domestic or foreign corporation as may be authorized in the following manner: (1) The board of directors shall adopt a resolution recommending the sale, lease, or exchange and directing the submission of the sale, lease, or exchange to a vote at a meeting of shareholders which may be either an annual or a special meeting; (2) Written or printed notice shall be given to each shareholder of record within the time and in the manner provided in this chapter for the giving of notice of special meetings of shareholders, and whether the meeting is an annual or a special meeting, the notice shall state that the purpose or one (1) of the purposes of the meeting is to consider the proposed sale, lease, or exchange; (3) (A) At the meeting the shareholders may authorize the sale, lease, or exchange and may fix, or may authorize the board of directors to fix, any or all of the terms and conditions thereof and the consideration to be received by the corporation. Each outstanding share of the corporation shall be entitled to vote thereon, whether or not entitled to vote by the provisions of the articles of incorporation. (B) The authorization shall require the affirmative vote of the holders of at least two-thirds (⅔) of the outstanding shares of the corporation unless any class of shares is entitled to vote as a class, in which event this authorization shall require the affirmative vote of the holders of at least two-thirds (⅔) of the outstanding shares of each class of shares entitled to vote as a class and of the total outstanding shares. (b) After the authorization by a vote of shareholders, the board of directors nevertheless, in its discretion, may abandon the sale, lease, or exchange of assets subject to the rights of third parties under any contracts relating thereto, without further action or approval by shareholders. History Acts 1965, No. 576, § 80; A.S.A. 1947, § 64-803. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 9 — Mortgage, Sale, Etc., of Assets 4-26-904. Sale or exchange of assets — Rights of dissenting shareholders. (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 shall have filed with the corporation a written objection thereto, prior to or at the meeting of shareholders at which the sale or exchange is authorized, and who shall not have voted in favor thereof may, within ten (10) days after the date on which the vote was taken, make written demand on the corporation for the payment to him or her of the fair value of his or her shares as of the day prior to the date on which the vote was taken. (b) If the sale or exchange is effected, the corporation shall pay to such shareholder upon surrender of his or her certificate or certificates representing such shares the fair value thereof. (c) The demand shall state the number and class of the shares owned by any dissenting shareholder. (d) Any shareholder failing to make demand within the ten-day period shall be bound by the terms of the sale or exchange. (e) Within ten (10) days after the sale or exchange is effected, the corporation shall give notice to each dissenting shareholder who has made demand as herein provided for the payment of the fair value of his or her shares. (f) (1) If within thirty (30) days after the date on which the sale or exchange was effected the value of the shares is agreed upon between the dissenting shareholder and the corporation, payment shall be made within ninety (90) days after the date on which the sale or exchange was effected upon the surrender of his or her certificate or certificates representing the shares. Upon payment of the agreed value, the dissenting shareholder shall cease to have any interest in the shares or in the corporation. (2) (A) If within such period of thirty (30) days the shareholder and the corporation do not so agree, then the dissenting shareholder, within sixty (60) days after the expiration of the thirty-day period, may file a petition in the circuit court of the county in which the registered office of the corporation is located asking for a finding and determination of the fair value of the shares and shall be entitled to judgment against the corporation for the amount of the fair value as of the day prior to the date on which the vote was taken approving the sale or exchange, together with interest thereon to the date of the judgment. (B) The judgment shall be payable only upon and simultaneously with the surrender to the corporation of the certificate or certificates representing the shares. (C) Upon payment of the judgment, the dissenting shareholder shall cease to have any interest in the shares or in the corporation. (D) Unless the dissenting shareholder shall file a petition within the time herein limited, such shareholder and all persons claiming under him or her shall be bound by the terms of the sale or exchange. (g) The right of a dissenting shareholder to be paid the fair value of his or her shares as provided herein shall cease if and when the corporation abandons the sale or exchange or the shareholders revoke the authority to make the sale or exchange. (h) Shares acquired by the corporation pursuant to the payment of the agreed value thereof or to payment of the judgment entered therefor, as in this section provided, may be held and disposed of by the corporation as in the case of other treasury shares. History Acts 1965, No. 576, § 81; A.S.A. 1947, § 64-804. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 10 — Conversion and Merger Tit. 4, Subtit. 3., Ch. 26, Subch. 10 Note Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 10 — Conversion and Merger 4-26-1001. Definitions. 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 organization converts under §§ 4-26-1002 — 4-26-1005; (4) “Converting corporation” means a converting organization that is a corporation; (5) “Converting organization” means an organization that converts into another organization under § 4-26-1002; (6) “Governing statute” of an organization means the statute that governs the organization's internal affairs; (7) “In a record” means maintained or kept on file by the organization at an office of the organization or with the Secretary of State; (8) (A) “Organization” means: (i) A partnership, including a limited liability partnership; (ii) A limited partnership, including a limited liability limited partnership; (iii) A limited liability company; (iv) A business trust; (v) A corporation; or (vi) Any other entity that has a governing statute. (B) “Organization” includes a domestic or foreign organization whether or not the organization is organized for profit; (9) “Organizational documents” means: (A) For a domestic or foreign general partnership, its partnership agreement and, if applicable, statement of qualification; (B) For a domestic or foreign limited partnership, its certificate of limited partnership and partnership agreement; (C) For a domestic or foreign limited liability company, its certificate of organization and operating agreement or the comparable records provided for in its governing statute; (D) For a business trust, its agreement of trust and declaration of trust; (E) For a domestic or foreign corporation for profit, its articles of incorporation, bylaws, and agreements among its shareholders that are authorized by its governing statute or the comparable records provided for in its governing statute; and (F) For any other organization, the records that: (i) Create the organization; (ii) Determine the internal governance of the organization; and (iii) Determine the relations among the organization's owners, members, and interested parties; and (10) “Surviving organization” means an organization into which one (1) or more other organizations are merged. History Acts 2009, No. 408, § 1; 2023, No. 108, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 10 — Conversion and Merger 4-26-1002. Conversion. (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 and is complied with; and (2) Conversion is not prohibited by the law of the jurisdiction that enacted the governing statute. (b) A plan of conversion must be in a record and must include the: (1) Name and form of the organization before conversion; (2) Name and form of the organization after conversion; (3) Terms and conditions of the conversion, including the manner and basis for converting interests in the converting organization into any combination of money, interests in the converted organization, and other consideration; and (4) Organizational documents of the converted organization. History Acts 2009, No. 408, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 10 — Conversion and Merger 4-26-1003. Action on plan of conversion by converting corporation. (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) Communicates the basis for its determination at the time the plan of conversion is submitted to the shareholders; and (2) Shareholders approve the plan by the affirmative vote of the holders of at least two-thirds (⅔) of the outstanding shares entitled to vote. (b) The board of directors may condition its submission of the proposed conversion on any basis. (c) (1) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting: (A) Not less than twenty (20) days before the meeting; and (B) In the manner provided in § 4-26-703 for giving notice of meetings of shareholders. (2) The notice shall: (A) State that a purpose of the meeting is to consider the plan of conversion; and (B) Contain or be accompanied by a copy or summary of the plan. (d) Unless this chapter, the articles of incorporation, or the board of directors acting under subsection (b) of this section require a greater vote or a vote by voting groups, the plan of conversion to be authorized must be approved by each voting group entitled to vote separately on the plan by at least two-thirds (⅔) of all the votes entitled to be cast on the plan by the voting group. (e) Subject to any contractual rights, until a conversion is filed under § 4-26-1004, a converting corporation may amend the plan or abandon the planned conversion: (1) As provided in the plan; and (2) Except as prohibited by the plan, by the same consent required to approve the plan. History Acts 2009, No. 408, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 10 — Conversion and Merger 4-26-1004. Filings required for conversion — Effective date. (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 form of the converted organization and the jurisdiction of its governing statute; (C) The date the conversion is effective under the governing statute of the converted organization; (D) A statement that the conversion was approved as required by this chapter; (E) A statement that the conversion was approved as required by the governing statute of the converted organization; (F) A statement confirming that the converted organization has filed a statement appointing an agent for service of process under § 4-20-112 if the converted organization is a foreign organization not authorized to transact business in this state; and (G) (i) A copy of the plan of conversion; or (ii) A statement that: (a) Contains the address of an office of the organization where the plan of conversion is on file; and (b) A copy of the plan of conversion will be furnished by the converting corporation on request and without cost to any shareholder of the converting corporation. (b) (1) If the converting organization is not a converting corporation, the converting organization shall file articles of incorporation with the Secretary of State. (2) The articles of incorporation shall include, in addition to the information required by § 4-26-202: (A) A statement that the corporation was converted from another organization; (B) The name and form of the converting organization and the jurisdiction of its governing statute; and (C) A statement that the conversion was approved in a manner that complied with the converting organization's governing statute. (c) A conversion becomes effective: (1) If the converted organization is a corporation, when the articles of incorporation take effect; and (2) If the converted organization is not a corporation, as provided by the governing statute of the converted organization. History Acts 2009, No. 408, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 10 — Conversion and Merger 4-26-1005. Effect of conversion. (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 debts, liabilities, and other obligations of the converting organization continue as obligations of the converted organization; (3) An action or proceeding pending by or against the converting organization may be continued as if the conversion had not occurred; (4) Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of the converting organization remain vested in the converted organization; (5) Except as otherwise provided in the plan of conversion, the terms and conditions of the plan of conversion take effect; and (6) Except as otherwise agreed, the conversion does not dissolve a converting corporation under § 4-26-1101 et seq. (c) (1) A converted organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any obligation owed by the converting corporation if before the conversion the converting corporation was subject to suit in this state on the obligation. (2) A converted organization that is a foreign organization and not authorized to transact business in this state may be served with process under § 4-20-113 if the converted organization: (A) Fails to appoint an agent for service of process under § 4-20-112; (B) No longer has an agent for service of process; or (C) Has an agent for service of process that cannot with reasonable diligence be served. History Acts 2009, No. 408, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 10 — Conversion and Merger 4-26-1006. Merger. (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 of a jurisdiction that enacted the governing statute; and (3) Each of the other organizations complies with its governing statute in effecting the merger. (b) A plan of merger shall be in a record and shall include: (1) The name and form of each constituent organization; (2) The name and form of the surviving organization; (3) The terms and conditions of the merger, including the manner and basis for converting the interests in each constituent organization into any combination of money, interests in the surviving organization, and other consideration; and (4) Any amendments to be made by the merger to the surviving organization's organizational documents. History Acts 2009, No. 408, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 10 — Conversion and Merger 4-26-1007. Action on plan of merger by constituent corporation. (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) Board of directors recommends the plan of merger 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) Communicates the basis for its determination at the time the plan of merger is submitted to the shareholders; and (2) Shareholders entitled to vote approve the plan. (c) The board of directors may condition its submission of the proposed merger on any basis. (d) (1) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting: (A) Not less than twenty (20) days before the meeting; and (B) In the manner provided in § 4-26-703 for giving notice of meetings of shareholders. (2) The notice shall: (A) State that a purpose of the meeting is to consider the plan of merger; and (B) Contain or be accompanied by a copy or summary of the plan. (e) Unless this chapter, the articles of incorporation, or the board of directors acting under subsection (c) of this section require a greater vote or a vote by voting groups, the plan of merger to be authorized must be approved by the affirmative vote of the holders of at least two-thirds (⅔) of the outstanding shares entitled to vote, and if by voting group, by each voting group entitled to vote separately on the plan by at least two-thirds (⅔) of all the votes entitled to be cast on the plan by the voting group. (f) Separate voting by voting groups is required on a plan of merger if the plan contains a provision that, if contained in a proposed amendment to the articles of incorporation, would require action by one (1) or more separate voting groups on the proposed amendment under § 4-26-303. (g) Action by the shareholders of the surviving corporation on a plan of merger is not required if: (1) The articles of incorporation of the surviving corporation will not differ except for amendments enumerated in § 4-26-307 from its articles before the merger; (2) Each shareholder of the surviving corporation whose shares were outstanding immediately before the effective date of the merger will hold the same number of shares or the interest comparable to shares in an entity other than a corporation, with identical designations, preferences, limitations, and relative rights, immediately after the merger; (3) The number of voting shares outstanding immediately after the merger plus the number of voting shares issuable as a result of the merger either by the conversion of securities issued pursuant to the merger or the exercise of rights and warrants issued pursuant to the merger, will not exceed by more than twenty percent (20%) the total number of voting shares of the surviving corporation outstanding immediately before the merger; and (4) The number of participating shares outstanding immediately after the merger plus the number of participating shares issuable as a result of the merger either by the conversion of securities issued pursuant to the merger or the exercise of rights and warrants issued pursuant to the merger, will not exceed by more than twenty percent (20%) the total number of participating shares outstanding immediately before the merger. (h) As used in subsection (g) of this section: (1) “Participating shares” means shares that entitle their holders to participate without limitation in distributions; and (2) “Voting shares” means shares that entitle their holders to vote unconditionally in elections of directors. (i) Subject to any contractual rights, at any time before articles of merger are filed the planned merger may be abandoned without further shareholder action in accordance with the procedure set forth in the plan of merger or, if none is set forth, in the manner determined by the board of directors. History Acts 2009, No. 408, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 10 — Conversion and Merger 4-26-1008. Merger of subsidiary. (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 board of directors of the parent corporation shall adopt a plan of merger that sets forth: (1) The names of the parent corporation and the subsidiary corporation; and (2) The manner and basis of converting the shares of the subsidiary corporation into: (A) Shares, obligations, or other securities of the parent corporation or any other corporation; or (B) Cash or other property. (c) The parent corporation shall mail a copy or summary of the plan of merger to each shareholder of the subsidiary corporation who does not waive the mailing requirement in writing. (d) The parent corporation may not deliver articles of merger to the Secretary of State for filing until at least thirty (30) days after the date the parent corporation mailed a copy of the plan of merger to each shareholder of the subsidiary corporation who did not waive the mailing requirement. (e) Articles of merger under this section may not contain amendments to the articles of incorporation of the parent corporation except for amendments enumerated in § 4-26-307. History Acts 2009, No. 408, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 10 — Conversion and Merger 4-26-1009. Filings required for merger — Effective date. (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 of its governing statute; (2) The name and form of the surviving organization and the jurisdiction of its governing statute; (3) The date the merger is effective under the governing statute of the surviving organization; (4) Any amendments provided for in the plan of merger for the organizational document of the surviving organization; (5) A statement as to each constituent organization that the merger was approved as required by the organization's governing statute; (6) A statement confirming that the surviving organization has filed a statement appointing an agent for service of process under § 4-20-112 if the surviving organization is a foreign organization not authorized to transact business in this state; (7) (A) A copy of the plan of merger; or (B) A statement that: (i) Contains the address of an office of the surviving organization where the plan of merger is on file; and (ii) A copy of the plan of merger will be furnished by the surviving organization on request and without cost to any shareholder, member, partner, or other owner of any constituent organization; and (8) Any additional information required by the governing statute of any constituent organization. (c) Each constituent organization shall deliver the articles of merger for filing in the office of the Secretary of State. (d) A merger becomes effective under this subchapter: (1) If the surviving organization is a corporation, upon the later of: (A) Compliance with subsection (c) of this section; or (B) The date specified in the articles of merger; or (2) If the surviving organization is not a corporation, as provided by the governing statute of the surviving organization. History Acts 2009, No. 408, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 10 — Conversion and Merger 4-26-1010. Effect of merger. (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 ceases to exist vests in the surviving organization; (4) All debts, liabilities, and other obligations of each constituent organization that ceases to exist continue as obligations of the surviving organization; (5) An action or proceeding pending by or against a constituent organization that ceases to exist may continue as if the merger had not occurred; (6) Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of each constituent organization that ceases to exist vest in the surviving organization; (7) Except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect; (8) Except as otherwise agreed, if a constituent corporation ceases to exist, the merger does not dissolve the corporation for purposes of § 4-26-1101 et seq.; and (9) Any amendments provided for in the articles of merger for the organizational documents of the surviving organization become effective. (b) (1) A surviving organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any obligation owed by a constituent organization if before the merger the constituent organization was subject to suit in this state on the obligation. (2) A surviving organization that is a foreign organization and not authorized to transact business in this state may be served with process under § 4-20-113 if the surviving organization: (A) Fails to appoint an agent for service of process under § 4-20-112; (B) No longer has an agent for service of process; or (C) Has an agent for service of process that cannot with reasonable diligence be served. History Acts 2009, No. 408, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 10 — Conversion and Merger 4-26-1011. Rights of dissenting shareholders. (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 certificates representing the shares, if the shareholder: (1) Files with the corporation before or at the meeting of shareholders at which the plan of conversion or merger is submitted to a vote, a written objection to the plan of conversion or merger; (2) Does not vote in favor of the plan of conversion or merger; and (3) Within ten (10) days after the date on which the vote was taken makes written demand on the surviving or new domestic or foreign organization for payment of the fair value of his or her shares as of the day before the date on which the vote was taken approving the conversion or merger. (b) The demand shall state the number and class of the shares owned by the dissenting shareholder. (c) A shareholder failing to make demand within the ten-day period shall be bound by the terms of the conversion or merger. (d) Within ten (10) days after the conversion or merger is effected, the surviving or new organization shall give notice to each dissenting shareholder who has made demand under this section for the payment of the fair value of his or her shares. (e) (1) If within thirty (30) days after the date on which the conversion or merger was effected the value of the shares is agreed upon by the dissenting shareholder and the surviving or new organization, payment shall be made within ninety (90) days after the date on which the conversion or merger was effected upon the surrender of the shareholder's certificate or certificates representing the shares. (2) Upon payment of the agreed value the dissenting shareholder shall cease to have any interest in the shares or in the corporation. (f) (1) (A) If within the period of thirty (30) days the shareholder and the surviving or new organization do not agree to the value of the dissenting shareholder's shares, then the dissenting shareholder within sixty (60) days after the expiration of the thirty-day period may file a petition for a finding and determination of the fair value of the shares and shall be entitled to judgment against the surviving or new organization for the amount of the fair value as of the day before to the date on which the vote was taken approving such conversion or merger, together with interest thereon to the date of the judgment. (B) The petition shall be filed: (i) In the circuit court of the county in which the registered office of the surviving organization is located if the surviving organization is a domestic organization; or (ii) In the Pulaski County Circuit Court if the surviving organization is a foreign organization. (2) The judgment shall be payable only upon and simultaneously with the surrender to the surviving or new organization of the certificate or certificates representing the shares. (3) Upon payment of the judgment the dissenting shareholder shall cease to have any interest in the shares or in the surviving or new organization. (4) If a dissenting shareholder does not file a petition within the time allowed by this section, the dissenting shareholder and all persons claiming under the dissenting shareholder are bound by the terms of the conversion or merger. (g) Shares acquired by the surviving or new organization in payment of the agreed value of the shares or a judgment under this section may be held and disposed of by the organization as in the case of other treasury shares. (h) This section does not apply to a conversion or merger if on the date of filing the articles of conversion or merger, the surviving organization is the owner of all outstanding shares of the other domestic or foreign organizations that are parties to the conversion or merger. History Acts 2009, No. 408, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 10 — Conversion and Merger 4-26-1012. Chapter not exclusive. This chapter does not preclude an organization from being converted or merged under other law. History Acts 2009, No. 408, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 11 — Dissolution and Liquidation Tit. 4, Subtit. 3., Ch. 26, Subch. 11 Note Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 11 — Dissolution and Liquidation 4-26-1101. Authorization of dissolution. (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 thereon unless any class of shares is entitled to vote as a class, in which event the resolution of dissolution shall be adopted upon receiving the affirmative vote of the holders of two-thirds (⅔) of the outstanding shares of each class entitled to vote thereon as a class and of the total outstanding shares. History Acts 1965, No. 576, § 83; A.S.A. 1947, § 64-901. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 11 — Dissolution and Liquidation 4-26-1102. Certificate of dissolution. (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 at least one (1) of the officers signing it and shall show: (1) The name of the corporation; (2) The names and respective addresses of its officers; (3) The names and respective addresses of its directors; (4) A copy of the shareholders' resolution directing the dissolution of the corporation; (5) The number of shares outstanding and, if the shares of any class are entitled to vote as a class, the designation and number of outstanding shares of each such class; (6) The number of shares voted for and against the resolution, respectively, and, if the shares of any class are entitled to vote as a class, the number of shares of each class voted for and against the resolution. (c) The certificate shall be executed and filed in accordance with § 4-26-1201. (d) Upon the filing of the certificate with the Secretary of State, the corporation is dissolved. Franchise tax liability shall terminate as of the end of the tax year in which the dissolution is voted. History Acts 1965, No. 576, § 84; A.S.A. 1947, § 64-902. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 11 — Dissolution and Liquidation 4-26-1103. Procedure after dissolution. 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 private sale, discharge or pay its liabilities, and do all other acts appropriate to liquidate its business; (3) After paying or adequately providing for the payment of its liabilities: (A) (i) The corporation, if authorized at a meeting of shareholders which is to be held on notice to all shareholders, whether or not entitled to vote, by a vote of a majority of all outstanding shares entitled to vote thereon, may sell its remaining assets or any part thereof for cash or for shares, bonds, or other securities of another corporation, or partly for cash and partly for such securities, and distribute the same among the shareholders according to their respective rights. (ii) Unless the consideration for the sale is payable concurrently with the consummation thereof entirely in cash, any shareholder, whether or not entitled to vote thereon, if prior to the meeting or at the meeting but before a vote, he or she shall have given the corporation written notice of his or her objection to a sale except wholly upon a cash basis and, if a voting shareholder, did not vote for the proposed sale, within ten (10) days after the date on which the sale was voted by the shareholders, may make a written demand on the corporation for the payment to him or her in cash of the value of his or her shares determined as of the day immediately preceding the day on which the vote was taken. In this event, upon tendering his or her share certificates to the corporation, the shareholder shall be entitled to receive the cash payment after the sale is effected, the rights of the dissenting shareholder to be enforced under the procedure prescribed in § 4-26-904; (B) The corporation, whether or not it has made a sale under subdivision (3)(A) of this section, may distribute its remaining assets, including the proceeds of any sale under subdivision (3)(A) of this section above, in cash or, subject to subdivision (3)(A) of this section, in kind, or partly each, among its shareholders according to their respective rights. History Acts 1965, No. 576, § 85; A.S.A. 1947, § 64-903. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 11 — Dissolution and Liquidation 4-26-1104. Corporate action and remedies after dissolution. (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 corporation as a legal entity shall be preserved indefinitely without franchise tax liability. (b) In particular, and without limiting the generality of the foregoing: (1) The directors of a dissolved corporation shall not be deemed to be trustees of its assets; title to the assets shall not vest in them or in the shareholders but shall remain in the corporation until transferred by it in its corporate name; (2) Dissolution shall not change quorum or voting requirements of the board or shareholders or provisions regarding election, appointment, resignation, removal of, or filling vacancies among directors or officers or provisions regarding amendment or repeal of bylaws or adoption of new bylaws. In other words, subject to the limitation that the activities of the corporation shall be restricted to winding up its affairs, all of the predissolution powers and procedures shall be preserved indefinitely; (3) Shares of the corporation may be transferred; (4) The corporation may sue or be sued in its corporate name in all courts and participate in actions and proceedings, whether judicial, administrative, or otherwise, in its corporate name. Process may be served upon it or upon its behalf in the same manner as if there had been no dissolution; (5) The dissolution of a corporation shall not affect any remedy available to or against the corporation, its directors, officers, or shareholders, for any right or claim existing or any liability which is incurred before the dissolution except as provided in § 4-26-1105 (notice to creditors) or § 4-26-1106 (jurisdiction of court to supervise liquidation). History Acts 1965, No. 576, § 86; A.S.A. 1947, § 64-904. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 11 — Dissolution and Liquidation 4-26-1105. Notice to creditors — Filing or barring claims. (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 in detail at a specified place and in a specified manner within one hundred twenty (120) days after the first publication of the notice. (2) The notice if given shall be published at least once a week for three (3) successive weeks in a newspaper of general circulation in the county in which the principal place of business or, if no principal place of business, the registered office of the corporation was located at the date of dissolution. (3) On or before the date of the first publication of the notice, the corporation shall mail a copy thereof, postage prepaid and addressed to his or her last known address, to each person believed to be a creditor of or claimant against the corporation whose name and address are known to or can with due diligence be ascertained by the corporation. (4) The giving of notice shall not constitute a recognition that any person is a proper creditor or claimant and shall not revive or make valid, or operate as a recognition of the validity of, or a waiver of any defense or counterclaim in respect of, any claim against the corporation, its assets, directors, officers, or shareholders, which has been barred by any statute of limitations or becomes invalid by any cause, or in respect of which the corporation, its directors, officers, or shareholders, has any defense or counterclaim. (b) (1) Any claims which shall have been filed as provided in the notice and which shall be disputed by the corporation may be submitted for determination to the court, if any, supervising the liquidation of the corporation. If no court is supervising the liquidation of the corporation, claims may be submitted to any court of competent jurisdiction. (2) A claim filed by the trustee or paying agent for the holders of bonds or coupons shall have the same effect as if filed by the holder of any such bond or coupon. (3) Any person whose claim is, at the date of the first publication of notice, barred by any statute of limitations is not a creditor or claimant entitled to any notice under this section or § 4-26-1106. (4) The claim of any such person and all other claims which are not filed in a timely manner as provided in the notice except claims which are the subject of litigation on the date of the first publication of the notice, and all claims which are so filed but are disallowed by the court, shall be forever barred as against the corporation, its assets, directors, officers, and shareholders, except to such extent as the court, if any, supervising the liquidation of the corporation or any other court of competent jurisdiction may allow them against any remaining assets of the corporation in the case of a creditor who shows satisfactory reason for his or her failure to file his or her claim as so provided. (5) If the court supervising the liquidation requires a further notice under § 4-26-1106, any reference to a notice in this section, to the extent that the court so orders, shall mean such further notice, except that a claim which has been filed in accordance with a notice under this section need not be refiled under such further notice. (c) Notwithstanding this section and § 4-26-1106, tax claims and other claims of this state and of the United States shall not be required to be filed under those sections, and those claims shall not be barred because not so filed, and distribution of the assets of the corporation, or any part thereof, may be deferred until determination of any of these claims. (d) Laborer's wages shall be preferred claims and entitled to payment before any other creditors out of the assets of the corporation in excess of valid prior liens or encumbrances. History Acts 1965, No. 576, § 87; A.S.A. 1947, § 64-905. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 11 — Dissolution and Liquidation 4-26-1106. Jurisdiction of court to supervise liquidation. (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 General, provided it makes an affirmative finding, if the petition is contested, that the corporate assets are being, or are about to be, misapplied or wasted and that the creditors or shareholders are threatened with irreparable damage, may supervise generally the liquidation of the corporation and make all such orders as it may deem proper in all matters in connection with the winding up of the affairs of the corporation and, without limiting the generality thereof, in respect to the following: (1) The adequacy of the notice, if any, given to creditors and claimants; and if the court finds inadequate notice was given, it may require such additional notice as to the court may seem proper; or if no notice has been given, the court shall require the publication of a notice for three (3) consecutive weeks warning creditors and claimants to file their claims with the court within one hundred twenty (120) days following the first publication or else be barred; (2) The determination of the validity and amount or invalidity of any claims which have been presented or may be presented to the corporation or to the court or its receiver; (3) The barring of all creditors and claimants who have not filed claims in a timely manner as provided in any such notice or whose claims have been disallowed by the court, as against the corporation, its assets, directors, and shareholders; (4) The determination and enforcement of the liability of any director, officer, shareholder, or subscriber for shares to the corporation or for the liabilities of the corporation; (5) The payment, satisfaction, or compromise of claims against the corporation, the retention of assets for such purpose, and the determination of the adequacy of provisions made for the payment of the liabilities of the corporation; (6) The appointment and removal of a receiver who may be a director, officer, shareholder, or other person; however, some official or substantial stockholder shall be preferred in appointing a receiver unless the court finds there are compelling reasons to the contrary; (7) The return, where lawful, of subscription payments to subscribers for shares and the making of distributions, in cash or in kind or partly each, to the shareholders; (8) The disposition or destruction of records, documents, and papers of the corporation; (9) The issuance of injunctions against unauthorized or unlawful acts on the part of the corporation or its officials, restraining creditors from proceeding against the corporation in any other court, or issuing orders and injunctions for any other purpose which tends to safeguard the rights of the corporation, its shareholders, creditors, or claimants; (10) Ordering and supervising the public or private sale of any or all assets of the corporation on terms approved by the court, which sale may be made by the corporation under the court's direction or by a receiver or commissioner appointed by the court; (11) Extending the time, where equitable, for creditors and claimants to file their claims with the court and barring all creditors who have not filed their claims in a timely manner from participating in the distribution of the assets of the corporation. (b) (1) Orders under this section may be entered ex parte, except that the court may require notice to be given to the corporation and also to be given to other interested parties in such manner as the court may deem proper of any hearings and of the entry of any orders. (2) All orders made by the court under this section shall be binding upon the Attorney General, the corporation, its officers, directors, shareholders, subscribers for shares, incorporators, creditors, and claimants but shall not be binding upon any party who has not received notice of the hearing if the court had directed that notice be given to such party. (c) If the circuit court acquires jurisdiction to supervise the liquidation of a corporation, its jurisdiction will be exclusive. (d) The venue of a proceeding under this section will be the county in which the corporation maintained on the date of dissolution its principal place of business or, if it had no such principal place of business, in the county wherein its registered office is located; otherwise the venue shall be Pulaski County. History Acts 1965, No. 576, § 88; A.S.A. 1947, § 64-906. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 11 — Dissolution and Liquidation 4-26-1107. Involuntary dissolution. (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 Circuit Court, in an action filed in the name of the state by the Attorney General when it is established that: (1) The corporation procured its articles of incorporation through fraud; or (2) The corporation has continued to exceed or abuse the authority conferred on it by law or has continued to transact business beyond the scope of the purpose expressed in its articles of incorporation; or (3) The corporation has failed to comply with any of the provisions of this chapter in respect to the designation and maintenance in this state of a registered agent or registered office or in respect to any change of its registered agent or registered office; or (4) A misrepresentation has been made of any material matter in any application, certificate, affidavit, or other document submitted by the corporation pursuant to this chapter. (b) (1) If the writ of summons, which shall be returnable in thirty (30) days, issued on the complaint in the action is returned by the sheriff unserved because no registered agent or other person eligible to receive service can be found in his or her jurisdiction, then upon the filing of the writ of summons with the clerk of the court, bearing the sheriff's return, the clerk shall issue and publish against the defendant corporation, for the time and in the manner prescribed by Rule 4 of the Arkansas Rules of Civil Procedure; and he or she shall appoint an attorney ad litem as provided by law. (2) The Attorney General shall also cause a copy of the warning order and the complaint to be mailed to the defendant corporation at its registered office as shown on the records of the Secretary of State at least twenty (20) days prior to the trial of such suit or the entry of decree therein; and the certificate of the Attorney General as to the mailing shall be prima facie evidence thereof. (3) Compliance with the jurisdictional requirements will confer on the court jurisdiction to decree the dissolution of the corporation. (c) The court will cause certified copies of the decree of dissolution to be filed with the Secretary of State and the county clerk of the county, if other than Pulaski County, in which the corporation's registered office is located. No fee shall be charged by either of the officials for the filing. History Acts 1965, No. 576, § 89; A.S.A. 1947, § 64-907; Acts 2013, No. 1148, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 11 — Dissolution and Liquidation 4-26-1108. Jurisdiction of court to liquidate assets and business of corporation. (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 the deadlock and that irreparable injury to the corporation is being suffered or is threatened by reason thereof; or (B) That the acts of the directors or those in control of the corporation are illegal, oppressive, or fraudulent; or (C) That the shareholders are deadlocked in voting power and that irreparable injury to the corporation is being suffered or is threatened by reason thereof; or (D) That the corporate assets are being misapplied or wasted. (2) In an action by a creditor: (A) When the claim of the creditor has been reduced to judgment and an execution thereon returned unsatisfied, and it is established that the corporation is insolvent; or (B) When the corporation has admitted in writing that the claim of the creditor is due and owing, and it is established that the corporation is insolvent. (3) When an action has been filed by the Attorney General to dissolve a corporation, and it is established that liquidation of its business and affairs should precede the entry of a decree of dissolution. (b) It shall not be necessary to make shareholders parties to any such action or proceeding unless relief is sought against them personally. (c) In such a liquidation proceeding, the court shall have all of the powers which are conferred upon the court under § 4-26-1106, and if the proceeding be pending in the circuit court, the court shall have jurisdiction after liquidation has been completed to enter a decree dissolving the corporation. In this last event the dissolution will be certified to the Secretary of State and the county clerk as provided in § 4-26-1107. (d) A proceeding under this section shall be filed in the county in which the principal place of business of the corporation is located or, if it has no principal place of business, in the county wherein its registered office is situated; otherwise, it shall be filed in Pulaski County. History Acts 1965, No. 576, § 90; A.S.A. 1947, § 64-908. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 11 — Dissolution and Liquidation 4-26-1109. Deposit with Treasurer of State of amount due certain creditors or shareholders. 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 portion, shall be reduced to cash and deposited with the Treasurer of State and shall be paid over to the creditor or shareholder or to his or her legal representative upon proof satisfactory to the Treasurer of State of his or her right thereto. History Acts 1965, No. 576, § 91; A.S.A. 1947, § 64-909. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 12 — Filing and Fees Tit. 4, Subtit. 3., Ch. 26, Subch. 12 Note Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 12 — Filing and Fees 4-26-1201. Filing of corporate documents. (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 by the following provisions: (1) The document shall be executed in duplicate, and, if the document consists of the original articles of incorporation, it shall be signed by all of the incorporators; but every other document executed on behalf of a corporation, unless otherwise provided in this chapter, shall be signed by the president or a vice president of the corporation and by its secretary or an assistant secretary; (2) Except where specifically required under some provision of this chapter, the execution of the document need not be acknowledged before an officer authorized to take oaths; (3) The document so executed in duplicate shall be delivered to the Secretary of State. If he or she finds that it conforms to law and that in respect to the corporate name no violation of §§ 4-26-401 — 4-26-403 is indicated and that the document is tendered to effect a lawful purpose and is entitled to be filed, then upon the payment of the fees required under this chapter, he or she shall endorse upon each of the duplicates tendered for filing, over his or her signature and official seal, the word “Filed” followed by the date of the filing; (4) The Secretary of State shall retain in his or her files one (1) executed copy of the document, the ribbon copy if the document is typewritten; and he or she shall attach to the other filed copy a certificate stating that the instrument is an executed counterpart of a document filed in his or her office, giving date of the filing, and return the other copy to the corporation or its representative; (5) If the registered office of the corporation be situated in any county other than Pulaski County, the executed counterpart of the document filed with the Secretary of State, with his or her certificate annexed thereto, shall be filed, within sixty (60) days after the date of its filing with the Secretary of State, for record in the office of the county clerk of the county wherein the corporation's registered office is located. After recording the document, the county clerk shall return it to the corporation. In case of a consolidation or a merger, a counterpart of the articles of consolidation or merger with the annexed certificate of the Secretary of State shall be filed for record with the county clerk of the county, other than Pulaski County, wherein the registered office of the new corporation, the surviving corporation, and each constituent corporation is located. (b) (1) Upon the filing with the Secretary of State of the original articles of incorporation, corporate existence shall begin. Neither the corporate existence nor the right to do business as a corporation shall be postponed until a duplicate of the articles is filed with the county clerk, nor shall the shareholders incur any personal liability by reason of authorizing the corporation to do business as an incorporated entity prior to the filing with the county clerk. (2) In like manner, and except in the instances where this chapter may specifically provide to the contrary, any other corporate document filed as prescribed in this section shall be completely effective when filed in the office of the Secretary of State, and the corporate act to be effected thereby shall be deemed completely consummated upon the filing with the Secretary of State. (3) However, in each instance where there shall be a failure to file with the county clerk in the time and manner required by this chapter, the corporation or the surviving corporation, in case of a merger or consolidation, may be subjected to a penalty of not less than one hundred dollars ($100) nor more than one thousand dollars ($1,000) to be enforced through a civil proceeding filed in the name of the state by the Attorney General in Pulaski County Circuit Court, and, in case of a willful refusal to make the county filing, the Attorney General may sue to cancel or revoke the articles of incorporation of the corporation. (c) A duplicate of the articles of incorporation filed with the Secretary of State as provided in subdivision (a)(3) of this section and carrying his or her filing endorsement, or a copy of such articles certified by the Secretary of State to be a true copy of articles filed in his or her office with his or her certificate, also showing the date of filing, or the record of the articles in the office of the county clerk or a copy of the record certified by the county clerk, when introduced in evidence shall be conclusive proof that all conditions precedent required to be performed by the incorporators have been complied with and that the corporation has been incorporated under this chapter, except as against the state in a direct proceeding to cancel or revoke the articles of incorporation or as against the plaintiff in a suit under § 4-26-406. (d) In like manner, a duplicate carrying the filing endorsement of the Secretary of State of any other document filed with the Secretary of State pursuant to this section, or a copy of the document certified by the Secretary of State as provided in subsection (c) of this section, when introduced in evidence shall constitute prima facie proof of the facts therein recited and shall constitute prima facie evidence that the corporate purpose sought to be effected by the filing has been lawfully accomplished. (e) Where a filing under any section of this chapter is required to be made in the county in which a corporation maintains a registered office, the word “county,” as applied to counties having two (2) judicial districts, shall mean the district in which such registered office is maintained. (f) In any civil action filed by or against a corporation, it shall not be necessary to prove in the trial of the cause the existence of the corporation in its corporate capacity unless the defendant in his or her or its answer expressly avers under oath that the organization suing or being sued as a corporation does not in fact have a lawful corporate existence. History Acts 1965, No. 576, § 15; A.S.A. 1947, § 64-117. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 12 — Filing and Fees 4-26-1202. [Repealed.] Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 12 — Filing and Fees 4-26-1203. Fees — County clerk. 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 is required to record hereunder, one dollar ($1.00) per page for the first three (3) pages of the manuscript filed for record and fifty cents (50¢) for each additional page. The Secretary of State's certificate shall be considered as one (1) page; the fee for a partial page shall be the same as the fee for a full page; (3) For every certificate, fifty cents (50¢); (4) For indexing each record or file, ten cents (10¢); (5) For any services under this chapter not covered by this section, the clerk's fees shall be governed by the then-applicable scale fixed by law for his or her office. History Acts 1965, No. 576, § 97; A.S.A. 1947, § 64-1002. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 26 Business Corporations GenerallySubchapter 12 — Filing and Fees 4-26-1204. Fees of mutual corporations. 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 in this section shall apply to fraternal orders that write insurance or to any mutual corporation created for religious, literary, benevolent, or scientific purposes or any such mutual corporation formed for the advancement or betterment of agricultural purposes. History Acts 1911, No. 87, § 10; C. & M. Dig., § 1811; A.S.A. 1947, § 64-1003. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987 Tit. 4, Subtit. 3., Ch. 27 Note Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 1 — General Provisions Tit. 4, Subtit. 3., Ch. 27, Subch. 1 Note Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 1 — General ProvisionsPart A: Short Title and Reservation of Power 4-27-101. Short title. This chapter shall be known and may be cited as the “Arkansas Business Corporation Act of 1987.” History Acts 1987, No. 958, § 64-101. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 1 — General ProvisionsPart A: Short Title and Reservation of Power 4-27-102. Reservation of power to amend or repeal. 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. History Acts 1987, No. 958, § 64-102. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 1 — General ProvisionsPart A: Short Title and Reservation of Power 4-27-103 — 4-27-119. [Reserved.] Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 1 — General ProvisionsPart B: Filing Documents 4-27-120. Filing requirements. (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 State. (c) The document must contain the information required by this chapter. It may contain other information as well. (d) The document must be typewritten or printed. (e) The document must be in the English language. A corporate name need not be in English if written in English letters or Arabic or Roman numerals, and the certificate of existence required of foreign corporations need not be in English if accompanied by a reasonably authenticated English translation. (f) The document must be executed: (1) by the chairman of the board of directors of a domestic or foreign corporation, by its president, or by another of its officers; (2) if directors have not been selected or the corporation has not been formed, by an incorporator; or (3) if the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary. (g) The person executing the document shall sign it and state beneath or opposite his signature his name and the capacity in which he signs. The document may but need not contain: (1) the corporate seal, (2) an attestation by the secretary or an assistant secretary, (3) an acknowledgement, verification, or proof. (h) If the Secretary of State has prescribed a mandatory form for the document under § 4-27-121, the document must be in or on the prescribed form. (i) The document must be delivered to the office of the Secretary of State for filing and must be accompanied by one (1) exact or conformed copy, the correct filing fee, and any franchise tax, license fee, or penalty required by this chapter or other law. History Acts 1987, No. 958, § 64-103; 2019, No. 819, § 4; 2021, No. 523, § 3. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 1 — General ProvisionsPart B: Filing Documents 4-27-121. Forms. (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 certificate of withdrawal, and (4) the annual franchise tax report. If the Secretary of State so requires, use of these forms is mandatory. (b) The Secretary of State may prescribe and furnish on request forms for other documents required or permitted to be filed by this chapter but their use is not mandatory. History Acts 1987, No. 958, § 64-104; 2019, No. 819, § 5; 2021, No. 523, § 4. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 1 — General ProvisionsPart B: Filing Documents 4-27-122. Filing, service, and copying fees. (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: Click here to view table. (b) (1) The Secretary of State shall collect a fee of twenty-five dollars ($25.00) each time process is served on him or her under this chapter. (2) The party to a proceeding causing service of process is entitled to recover the process fee as costs if the party prevails in the proceeding. (c) The Secretary of State shall collect the following fees for copying and certifying the copy of any filed document relating to a domestic or foreign corporation: (1) Fifty cents (50¢) a page for copying; and (2) Five dollars ($5.00) for the certificate. (d) The Secretary of State shall collect the following fees when the documents described in this subsection are delivered by electronic means: Click here to view table. (11) For any other document not listed above, the cost for electronic filing is: (A) Four dollars ($4.00) for the processing fee when the filing fee is $0 to $50; (B) Five dollars ($5.00) for the processing fee when the filing fee is $51 to $99; (C) Ten dollars ($10.00) for the processing fee when the filing fee is $100 to $299; and (D) Twelve dollars ($12.00) for the processing fee when the filing fee is $300 or more. History Acts 1987, No. 958, § 64-105; 1987 (1st Ex. Sess.), No. 11, § 1; 2001, No. 1395, § 1; 2007, No. 638, § 3; 2007, No. 646, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 1 — General ProvisionsPart B: Filing Documents 4-27-123. Effective time and date of document. (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 time specified in the document as its effective time on the date it is filed. (b) A document may specify a delayed effective time and date, and if it does so, the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date. A delayed effective date for a document may not be later than the 90th day after the date it is filed. History Acts 1987, No. 958, § 64-106. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 1 — General ProvisionsPart B: Filing Documents 4-27-124. Correcting filed document. (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 correction that (i) describe the document (including its filing date) or attach a copy of it to the articles, (ii) specify the incorrect statement and the reason it is incorrect or the manner in which the execution was defective, and (iii) correct the incorrect statement or defective execution; and (2) by delivering the articles to the Secretary of State for filing. (c) Articles of correction are effective on the effective date of the document they correct except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, articles of correction are effective when filed. History Acts 1987, No. 958, § 64-107. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 1 — General ProvisionsPart B: Filing Documents 4-27-125. Filing duty of Secretary of State. (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 and official title and the date and time of receipt, on both the original and the document copy and on the receipt for the filing fee. (2) After filing a document, except as provided in § 4-27-1510, the Secretary of State shall deliver the document copy, with the filing fee receipt (or acknowledgement of receipt if no fee is required) attached, to the domestic or foreign corporation or its representative. (c) If the Secretary of State refuses to file a document, he shall return it to the domestic or foreign corporation or its representative within five (5) days after the document was delivered, together with a brief, written explanation of the reason for his refusal. (d) The Secretary of State's duty to file documents under this section is ministerial. His filing or refusing to file a document does not: 1. affect the validity or invalidity of the document in whole or in part; 2. relate to the correctness or incorrectness of information contained in the document; 3. create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect. History Acts 1987, No. 958, § 64-108; 2007, No. 638, § 4. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 1 — General ProvisionsPart B: Filing Documents 4-27-126. Appeal from Secretary of State's refusal to file document. (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 petitioning the court to compel filing the document and by attaching to the petition the document and the Secretary of State's explanation of his refusal to file. (b) The court may summarily order the Secretary of State to file the document or take other action the court considers appropriate. (c) The court's final decision may be appealed as in other civil proceedings. History Acts 1987, No. 958, § 64-109. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 1 — General ProvisionsPart B: Filing Documents 4-27-127. Evidentiary effect of copy of filed document. 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. History Acts 1987, No. 958, § 64-110. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 1 — General ProvisionsPart B: Filing Documents 4-27-128. Certificate of existence. (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 the foreign corporation's corporate name used in this state; (2) that: (i) the domestic corporation is duly incorporated under the laws of this state, the date of its incorporation, and the period of its duration if less than perpetual; or (ii) that the foreign corporation is authorized to transact business in this state; (3) that all fees, taxes, and penalties owed to this state have been paid, if: (i) payment is reflected in the records of the Secretary of State; and (ii) nonpayment affects the existence or authorization of the domestic or foreign corporation; (4) that its most recent annual franchise tax report required by § 4-27-1622 has been delivered to the Secretary of State; (5) that articles of dissolution have not been filed; and (6) other facts of record in the office of the Secretary of State that may be requested by the applicant. (c) Subject to any qualification stated in the certificate, a certificate of existence or authorization issued by the Secretary of State may be relied upon as conclusive evidence that the domestic or foreign corporation is in existence or is authorized to transact business in this state. History Acts 1987, No. 958, § 64-111; 2019, No. 819, § 6; 2021, No. 523, § 5. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 1 — General ProvisionsPart B: Filing Documents 4-27-129. Penalty for signing false document. (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. History Acts 1987, No. 958, § 64-112. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 1 — General ProvisionsPart C: Secretary of State 4-27-130. Powers. The Secretary of State has the power reasonably necessary to perform the duties required of him by this chapter. History Acts 1987, No. 958, § 64-113. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 1 — General ProvisionsPart C: Secretary of State 4-27-131 — 4-27-139. [Reserved.] Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 1 — General ProvisionsPart D: Definitions 4-27-140. Definitions. In this chapter: (1) “Articles of incorporation” include amended and restated articles of incorporation and articles of merger. (2) “Authorized shares” means the shares of all classes a domestic or foreign corporation is authorized to issue. (3) “Conspicuous” means so written that a reasonable person against whom the writing is to operate should have noticed it. For example, printing in italics or boldface or contrasting color, or typing in capitals or underlined, is conspicuous. (4) “Corporation” or “domestic corporation” means a corporation for profit, which is not a foreign corporation, incorporated under or subject to the provisions of this chapter. (5) “Deliver” includes mail. (6) “Distribution” means a direct or indirect transfer of money or other property (except its own shares) or incurrence of indebtedness by a corporation to or for the benefit of its shareholders in respect of any of its shares. A distribution may be in the form of a declaration or payment of a dividend; a purchase, redemption, or other acquisition of shares; a distribution of indebtedness; or otherwise. (7) “Effective date of notice” is defined in § 4-27-141. (8) “Employee” includes an officer but not a director. A director may accept duties that make him also an employee. (9) “Entity” includes corporation and foreign corporation; not-for-profit corporation; profit and not-for-profit unincorporated association; business trust, estate, partnership, trust, and two (2) or more persons having a joint or common economic interest; and state, United States, and foreign government. (10) “Foreign corporation” means a corporation for profit incorporated under a law other than the law of this state. (11) “Governmental subdivision” includes authority, county, district, and municipality. (12) “Includes” denotes a partial definition. (13) “Individual” includes the estate of an incompetent or deceased individual. (14) “Means” denotes an exhaustive definition. (15) “Notice” is defined in § 4-27-141. (16) “Person” includes individual and entity. (17) (A) “Principal office” means the office (in or out of this state) so designated in the annual franchise tax report where the principal executive offices of a domestic or foreign corporation are located. (B) If the domestic or foreign corporation does not have a “principal office” as described under subdivision (17)(A) of this section, the domestic or foreign corporation may designate the address of the domestic or foreign corporation's registered agent as the principal office of the domestic or foreign corporation. (C) A domestic or foreign corporation listing the address of its registered agent under subdivision (17)(B) of this section shall provide the Secretary of State with the physical address of a named officer or director. (18) “Proceeding” includes civil suit and criminal, administrative, and investigatory action. (19) “Record date” means the date established under § 4-27-601 et seq. or § 4-27-701 et seq. on which a corporation determines the identity of its shareholders and their shareholdings for purposes of this chapter. The determinations shall be made as of the close of business on the record date unless another time for doing so is specified when the record date is fixed. (20) “Secretary” means the corporate officer to whom the board of directors has delegated responsibility under § 4-27-840(c) for custody of the minutes of the meetings of the board of directors and of the shareholders and for authenticating records of the corporation. (21) “Shareholder” means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation. (22) “Shares” means the units into which the proprietary interests in a corporation are divided. (23) “State,” when referring to a part of the United States, includes a state and commonwealth (and their agencies and governmental subdivisions) and a territory and insular possession (and their agencies and governmental subdivisions) of the United States. (24) “Subscriber” means a person who subscribes for shares in a corporation, whether before or after incorporation. (25) “United States” includes district, authority, bureau, commission, department, and any other agency of the United States. (26) “Voting group” means all shares of one (1) or more classes or series that under the articles of incorporation or this chapter are entitled to vote and be counted together collectively on a matter at a meeting of shareholders. All shares entitled by the articles of incorporation or this chapter to vote generally on the matter are for that purpose a single voting group. (27) “Investment company” means any corporation registered with the United States Securities and Exchange Commission as an investment company under the Investment Company Act of 1940. History Acts 1987, No. 958, § 64-114; 1987 (1st Ex. Sess.), No. 11, § 2; 1989, No. 583, § 1; 2025, No. 650, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 1 — General ProvisionsPart D: Definitions 4-27-141. Notice. (a) Notice under this chapter must be in writing unless oral notice is reasonable under the circumstances. (b) Notice may be communicated in person; by telephone, telegraph, teletype, or other form of wire or wireless communication; or by mail or private carrier. If these forms of personal notice are impracticable, notice may be communicated by a newspaper of general circulation in the area where published; or by radio, television, or other form of public broadcast communication. (c) Written notice by a domestic or foreign corporation to its shareholder, if in a comprehensible form, is effective when mailed, if mailed postpaid and correctly addressed to the shareholder's address shown in the corporation's current record of shareholders. (d) Written notice to a domestic or foreign corporation (authorized to transact business in this state) may be addressed to its registered agent or to the corporation or its secretary at its principal office shown in its most recent annual franchise tax report or, in the case of a foreign corporation that has not yet delivered an annual franchise tax report, in its application for a certificate of authority. (e) Except as provided in subsection (c) of this section, written notice, if in a comprehensible form, is effective at the earliest of the following: (1) when received; (2) five (5) days after its deposit in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed; (3) on the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee. (f) Oral notice is effective when communicated if communicated in a comprehensible manner. (g) If this chapter prescribes notice requirements for particular circumstances, those requirements govern. If articles of incorporation or bylaws prescribe notice requirements, not inconsistent with the section or other provisions of this chapter, those requirements govern. History Acts 1987, No. 958, § 64-115; 2007, No. 638, § 5. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 1 — General ProvisionsPart D: Definitions 4-27-142. Number of shareholders. (a) For purposes of this chapter, the following identified as a shareholder in a corporation's current record of shareholders constitutes one (1) shareholder: (1) three (3) or fewer coowners; (2) a corporation, partnership, trust, estate, or other entity; (3) the trustees, guardians, custodians, or other fiduciaries of a single trust, estate, or account. (b) For purposes of this chapter, shareholdings registered in substantially similar names constitute one (1) shareholder if it is reasonable to believe that the names represent the same person. History Acts 1987, No. 958, § 64-116. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 2 — Incorporation Tit. 4, Subtit. 3., Ch. 27, Subch. 2 Note Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 2 — Incorporation 4-27-201. Incorporators. (a) One (1) or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the Secretary of State for filing. (b) One (1) or more natural persons who are between the ages of sixteen (16) and eighteen (18) years of age shall have a person who is at least twenty-one (21) years of age or older to serve on his or her behalf as an incorporator of a corporation by executing and filing according to § 4-27-120 articles of incorporation for the corporation. History Acts 1987, No. 958, § 64-201; 2017, No. 992, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 2 — Incorporation 4-27-202. Articles of incorporation. (a) The articles of incorporation must set forth: (1) a corporate name for the corporation that satisfies the requirements of § 4-27-401; (2) the number of shares the corporation is authorized to issue and, if such shares are to consist of one (1) class only, the par value of each of such shares, or a statement that all of such shares are without par value; or, if such shares are to be divided into classes, the number of shares of each class, and a statement of the par value of the shares of each such class or that such shares are without par value; (3) the information required by § 4-20-105(a); (4) the name and address of each incorporator; and (5) the primary purpose or purposes for which the corporation is organized, which is provided to the Secretary of State for informational purposes and shall not, unless specifically stated in the articles of incorporation, limit the broad purposes provided in § 4-27-301. (b) The articles of incorporation may set forth: (1) the names and addresses of the individuals who are to serve as the initial directors; (2) provisions not inconsistent with law regarding: (i) specific limitations on the purpose or purposes for which the corporation is organized; (ii) managing the business and regulating the affairs of the corporation; (iii) defining, limiting, and regulating the powers of the corporation, its board of directors, and shareholders; and (iv) the imposition of personal liability on shareholders for the debts of the corporation to a specified extent and upon specified conditions; (3) a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision shall not eliminate or limit the liability of a director: (i) for any breach of the director's duty of loyalty to the corporation or its stockholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) under § 4-27-833 of this chapter; (iv) for any transaction from which the director derived an improper personal benefit; or (v) for any action, omission, transaction, or breach of a director's duty creating any third-party liability to any person or entity other than the corporation or stockholder. No such provision shall eliminate or limit the liability of a director for any act or omission occurring prior to the date when such provision becomes effective. All references in this subsection to a director shall also be deemed to refer to a member of the governing body of a corporation which is not authorized to issue capital stock; and (4) any provision that under this chapter is required or permitted to be set forth in the bylaws. (c) The articles of incorporation need not set forth any of the corporate powers enumerated in this chapter. (d) (1) A for-profit corporation may convert to a nonprofit corporation under the Arkansas Nonprofit Corporation Act, §§ 4-28-201 — 4-28-206 and 4-28-209 — 4-28-224, or the Arkansas Nonprofit Corporation Act of 1993, § 4-33-101 et seq., upon the filing of an amendment to the corporation's articles of incorporation under either § 4-28-206 or § 4-33-202. (2) After the filing and conversion have taken place, the converted corporation shall comply with either the Arkansas Nonprofit Corporation Act, §§ 4-28-201 — 4-28-206 and 4-28-209 — 4-28-224, or the Arkansas Nonprofit Corporation Act of 1993, § 4-33-101 et seq. History Acts 1987, No. 958, § 64-202; 2007, No. 638, § 6; 2019, No. 108, §  1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 2 — Incorporation 4-27-203. Incorporation. (a) Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are filed. (b) The Secretary of State's filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation. History Acts 1987, No. 958, § 64-203. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 2 — Incorporation 4-27-204. Liability for preincorporation transactions. All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under this chapter, are jointly and severally liable for all liabilities created while so acting. History Acts 1987, No. 958, § 64-204. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 2 — Incorporation 4-27-205. Organization of corporation. (a) After incorporation: (1) if initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting; (2) if initial directors are not named in the articles, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators: (i) to elect directors and complete the organization of the corporation; or (ii) to elect a board of directors who shall complete the organization of the corporation. (b) Action required or permitted by this chapter to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one (1) or more written consents describing the action taken and signed by each incorporator. (c) An organizational meeting may be held in or out of this state. History Acts 1987, No. 958, § 64-205. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 2 — Incorporation 4-27-206. Bylaws. (a) The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation. (b) The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the articles of incorporation. History Acts 1987, No. 958, § 64-206. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 2 — Incorporation 4-27-207. Emergency bylaws. (a) Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency defined in subsection (d) of this section. The emergency bylaws, which are subject to amendment or repeal by the shareholders, may make all provisions necessary for managing the corporation during the emergency, including: (1) procedures for calling a meeting of the board of directors; (2) quorum requirements for the meeting; and (3) designation of additional or substitute directors. (b) All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends. (c) Corporate action taken in good faith in accordance with the emergency bylaws: (1) binds the corporation; and (2) may not be used to impose liability on a corporate director, officer, employee, or agent. (d) An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event. History Acts 1987, No. 958, § 64-207. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 3 — Purposes and Powers 4-27-301. Purposes. (a) Every corporation incorporated under this chapter has the purpose of engaging in any lawful business unless a more limited purpose is specifically set forth in the articles of incorporation. A statement of a corporation's primary purpose or purposes made pursuant to § 4-27-202(a)(5) shall not be construed as a specific limitation of the broad purposes for which the corporation may be organized. (b) A corporation engaging in a business that is subject to regulation under another statute of this state may incorporate under this chapter only if permitted by, and subject to all limitations of, the other statute. History Acts 1987, No. 958, § 64-301. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 3 — Purposes and Powers 4-27-302. General powers. Unless its articles of incorporation provide otherwise, every corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, including without limitation, power: (1) to sue and be sued, complain and defend in its corporate name; (2) to have a corporate seal, which may be altered at will, and to use it, or a facsimile of it, by impressing or affixing it or in any other manner reproducing it; (3) to make and amend bylaws, not inconsistent with its articles of incorporation or with the laws of this state, for managing the business and regulating the affairs of the corporation; (4) to purchase, receive, lease, or otherwise acquire, and own, hold, improve, use, and otherwise deal with, real or personal property, or any legal or equitable interest in property, wherever located; (5) to sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part of its property; (6) to purchase, receive, subscribe for, or otherwise acquire; own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of; and deal in and with shares or other interests in, or obligations of, any other entity; (7) to make contracts and guarantees, incur liabilities, borrow money, issue its notes, bonds, and other obligations (which may be convertible into or include the option to purchase other securities of the corporation), and secure any of its obligations by mortgage or pledge of any of its property, franchises, or income; (8) to lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment; (9) to be a promoter, partner, member, associate, or manager of any partnership, joint venture, trust, or other entity; (10) to conduct its business, locate offices, and exercise the powers granted by this chapter within or without this state; (11) to elect directors and appoint officers, employees, and agents of the corporation, define their duties, fix their compensation, and lend them money and credit; (12) to pay pensions and establish pension plans, pension trusts, profit sharing plans, share bonus plans, share option plans, and benefit or incentive plans for any or all of its current or former directors, officers, employees, and agents; (13) to make donations for the public welfare or for charitable, scientific, or educational purposes; (14) to transact any lawful business that will aid governmental policy; (15) to make payments or donations, or do any other act, not inconsistent with law, that furthers the business and affairs of the corporation. History Acts 1987, No. 958, § 64-302. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 3 — Purposes and Powers 4-27-303. Emergency powers. (a) In anticipation of or during an emergency defined in subsection (d) of this section, the board of directors of a corporation may: (1) modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and (2) relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so. (b) During an emergency defined in subsection (d) of this section, unless emergency bylaws provide otherwise: (1) notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner, including by publication and radio; and (2) one (1) or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum. (c) Corporate action taken in good faith during an emergency under this section to further the ordinary affairs of the corporation: (1) binds the corporation; and (2) may not be used to impose liability on a corporate director, officer, employee, or agent. (d) An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event. History Acts 1987, No. 958, § 64-303. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 3 — Purposes and Powers 4-27-304. Ultra vires. (a) Except as provided in subsection (b) of this section, the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act. (b) A corporation's power to act may be challenged: (1) in a proceeding by a shareholder against the corporation to enjoin the act; (2) in a proceeding by the corporation, directly, derivatively, or through a receiver, trustee, or other legal representative, against an incumbent or former director, officer, employee, or agent of the corporation; or (3) in a proceeding by the Attorney General under § 4-27-1430. (c) In a shareholder's proceeding under subsection (b)(1) of this section to enjoin an unauthorized corporate act, the court may enjoin or set aside the act, if equitable and if all affected persons are parties in the proceeding, and may award damages for loss (other than anticipated profits) suffered by the corporation or another party because of enjoining the unauthorized act. History Acts 1987, No. 958, § 64-304. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 4 — Names 4-27-401. Corporate name. (a) A corporate name: (1) must contain the word “corporation,” “incorporated,” “company,” or “limited,” or the abbreviation “corp.,” “inc.,” “co.,” or “ltd.,” or words or abbreviations of like import in another language; and (2) may not contain language stating or implying that the corporation is organized for a purpose other than that permitted by § 4-27-301 and its articles of incorporation. (b) Except as authorized by subsections (d) and (e) of this section, a corporate name must be distinguishable upon the records of the Secretary of State from: (1) the corporate name of a corporation incorporated or authorized to transact business in this state; (2) a corporate name reserved or registered under §  4-27-402 or §  4-27-403; (3) the fictitious name adopted by a foreign corporation authorized to transact business in this state because its real name is unavailable; and (4) the corporate name of a not-for-profit corporation incorporated or authorized to transact business in this state. (c) In determining whether or not a corporate name is distinguishable under subsection (b) of this section, a corporate name that is different from the name of another entity or filing is distinguishable unless the only difference is one (1) or more of the following: (1) A suffix; (2) A definite or indefinite article; (3) The word “and” and the symbol “&”; (4) The singular, plural, or possessive form of a word; or (5) A punctuation mark or a symbol. (d) A corporation may apply to the Secretary of State for authorization to use a name that is not distinguishable upon his records from one (1) or more of the names described in subsection (b) of this section. The Secretary of State shall authorize use of the name applied for if: (1) the other corporation consents to the use in writing and submits an undertaking in form satisfactory to the Secretary of State to change its name to a name that is distinguishable upon the records of the Secretary of State from the name of the applying corporation; or (2) the applicant delivers to the Secretary of State a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state. (e) A corporation may use the name of another domestic or foreign corporation that is used in this state if the corporation is incorporated or authorized to transact business in this state and the proposed user corporation: (1) has merged with the other corporation; (2) has been formed by reorganization of the other corporation; or (3) has acquired all or substantially all of the assets, including the corporate name, of the other corporation. History Acts 1987, No. 958, § 64-401; 2023, No. 256, § 5. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 4 — Names 4-27-402. Reserved name. (a) A person may reserve the exclusive use of a corporate name by delivering an application to the Secretary of State for filing. The application must set forth the name and address of the applicant and the name proposed to be reserved. If the Secretary of State finds that the corporate name applied for is available, he shall reserve the name for the applicant's exclusive use for a nonrenewable one hundred twenty-day period. (b) The owner of a reserved corporate name may transfer the reservation to another person by delivering to the Secretary of State a signed notice of the transfer that states the name and address of the transferee. History Acts 1987, No. 958, § 64-402. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 4 — Names 4-27-403. Registered name. (a) A foreign corporation may register its corporate name, or its corporate name with any addition required by § 4-27-1506, if the name is distinguishable upon the records of the Secretary of State from the corporate names that are not available under § 4-27-401(b)(3). (b) A foreign corporation registers its corporate name, or its corporate name with any addition required by § 4-27-1506, by delivering it to the Secretary of State for filing an application: (1) Setting forth its corporate name, or its corporate name with any addition required by § 4-27-1506, the state or country and date of its incorporation, and a brief description of the nature of the business in which it is engaged; and (2) Accompanied by a certificate of existence (or a document of similar import) from the state or country of incorporation. (c) The name is registered for the applicant's exclusive use upon the effective date of the application. (d) A foreign corporation whose registration is effective may renew it for successive years by delivering to the Secretary of State for filing a renewal application, which complies with the requirements of subsection (b) of this section, between October 1 and December 31 of the preceding year. The renewal application when filed renews the registration for the following calendar year. (e) A foreign corporation whose registration is effective may thereafter qualify as a foreign corporation under the registered name or consent in writing to the use of that name by a corporation thereafter incorporated under this chapter or by another foreign corporation thereafter authorized to transact business in this state. The registration terminates when the domestic corporation is incorporated or the foreign corporation qualifies or consents to the qualification of another foreign corporation under the registered name. History Acts 1987, No. 958, § 64-403. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 4 — Names 4-27-404. Use of fictitious names. (a) No corporation (domestic or foreign) shall conduct any business in this state under a fictitious name unless it first files with the Secretary of State, and, in case of a domestic corporation, with the county clerk of the county in which the corporation's registered office is located (unless it is located in Pulaski County), a form supplied or approved by the Secretary of State giving the following information: (1) The fictitious name under which business is being or will be conducted by the applicant corporation; (2) A brief statement of the character of business to be conducted under the fictitious name; and (3) The corporate name, state of incorporation, and location (giving city and street address) of the registered office in the state of the applicant corporation. (b) Each such form shall be executed (without verification) in duplicate and filed with the Secretary of State. The Secretary of State shall retain one (1) counterpart; and the other counterpart, bearing the file marks of the Secretary of State, shall be returned to the corporation and, unless its registered office is in Pulaski County, filed by it with the county clerk. An index of such filings shall be maintained in each office. However, the Secretary of State shall not accept such filing unless the proposed fictitious name is distinguishable under § 4-27-401 upon the records of the Secretary of State from the name of any domestic corporation, or any foreign corporation authorized to do business in the state or any name reserved or registered under §§ 4-27-402 and 4-27-403. (c) Copies of such filed forms, certified by the respective filing officers, shall be admitted in evidence where the question of filing may be material. (d) If, after a filing hereunder, the applicant corporation is dissolved, or (being a foreign corporation) surrenders or forfeits its rights to do business in Arkansas or (whether a domestic or foreign corporation) ceases to do business in Arkansas under the specified fictitious name, such corporation shall be obligated to file in each of the offices aforesaid a cancellation of its privilege hereunder. If such cancellation is not filed, the Secretary of State, upon satisfactory evidence, may cancel such privilege; in which event such cancellation shall be certified by the Secretary of State to the county clerk, who will file the same without fee. (e) If a corporation which has not filed hereunder has heretofore or shall hereafter become a party to any contract, deed, conveyance, assignment or instrument of encumbrance in which such corporation is referred to exclusively by a fictitious name, the obligations imposed upon such corporation under said instrument and the right sought to be conferred upon third parties thereunder may be enforced against it; but the rights accruing to such corporation under said instrument may not be enforced by the corporation in the courts of this state until it complies with this section and pays to the Treasurer of State a civil penalty of three hundred dollars ($300); and in any suit by a corporation upon an instrument executed on or after midnight, December 31, 1987, which identifies it exclusively by a fictitious name, the corporation shall be required to allege compliance with this section. (f) Compliance with this section does not give a corporation an exclusive right to the use of the fictitious name; and the registration of a fictitious name hereunder will not bar the use of the same name as the corporate name of any domestic corporation or any foreign corporation authorized to do business in this state. But this chapter is not intended to bar any aggrieved party, in such a situation, from applying for equitable relief under principles of fair trade law. History Acts 1987, No. 958, § 64-404; 1997, No. 399, § 2; 2023, No. 256, § 6. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 4 — Names 4-27-405. Injunction against use of unlawful name. Where the use, reservation, or registration of a corporate name is in violation of this chapter, it may by court decree be cancelled or enjoined, on the suit of the Attorney General or of any person or corporation injured by such unlawful use, reservation, or registration, notwithstanding the fact that such use, reservation, or registration has been approved by the Secretary of State. History Acts 1987, No. 958, § 64-405. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 4 — Names 4-27-406. Notice to registrant regarding use of corporate, fictitious, or assumed names in violation of trademark. (a) Neither the reservation of any proposed name, nor the acceptance of the filing of any articles of incorporation, nor the registration of any foreign corporation's name, nor the registration of an assumed or fictitious name shall authorize the use of the corporate name, assumed name, or fictitious name in violation of any rights of another arising under the trademark laws of the United States, this state, or the common law or provide a defense to an action for violation of any such rights. (b) Upon reserving any proposed corporate name, or upon accepting the filing of any articles of incorporation, or upon registering for any foreign corporation's name, or upon registering any assumed or fictitious name, the Secretary of State shall issue the following notice to the registrant (selecting the appropriate name from each bracket): “The Secretary of State of Arkansas has [reserved your proposed corporate name; accepted the filing of your articles of incorporation; registered your corporate name; recorded your assumed or fictitious name]. However, this does not necessarily give you the right to use your [proposed corporate name; corporate name; assumed or fictitious name] in this state if the use violates someone else's trade name, trademark, or service mark rights under the trademark laws of the United States, this state, or the common law. Prior to your use of the name, you are encouraged to research the names and marks of other parties used or registered in this state, or registered in the United States Patent and Trademark Office, or consult an attorney to determine the existence of any conflicting rights.” History Acts 2007, No. 1008, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 5 — Office and Agent 4-27-501 — 4-27-504. [Repealed.] Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 6 — Shares and Distributions Tit. 4, Subtit. 3., Ch. 27, Subch. 6 Note Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 6 — Shares and DistributionsPart A: Shares 4-27-601. Authorized shares. (a) The articles of incorporation must prescribe the classes of shares, the number of shares of each class that the corporation is authorized to issue, and a statement of the par value of the shares of each class or a statement that the shares of a class are to be without par value. If more than one (1) class of shares is authorized, the articles of incorporation must prescribe a distinguishing designation for each class, and, prior to the issuance of shares of a class, the preferences, limitations, and relative rights of that class must be described in the articles of incorporation. All shares of a class must have preferences, limitations, and relative rights identical with those of other shares of the same class except to the extent otherwise permitted by § 4-27-602. (b) The articles of incorporation must authorize (1) one or more classes of shares that together have unlimited voting rights, and (2) one or more classes of shares (which may be the same class or classes as those with voting rights) that together are entitled to receive the net assets of the corporation upon dissolution. (c) The articles of incorporation may authorize one (1) or more classes of shares that: (1) have special, conditional, or limited voting rights, or no right to vote, except to the extent prohibited by this chapter, or by the Arkansas Constitution, Article 12, § 8, which guarantees the right of all stockholders to vote on a proposal to increase the capital stock or bond indebtedness of the corporation; (2) are redeemable or convertible as specified in the articles of incorporation (i) at the option of the corporation, the shareholder, or another person, or upon the occurrence of a designated event; (ii) for cash, indebtedness, securities, or other property; (iii) in a designated amount or in an amount determined in accordance with a designated formula or by reference to extrinsic data or events; (3) entitle the holders to distributions calculated in any manner, including dividends that may be cumulative, noncumulative, or partially cumulative; (4) have preference over any other class of shares with respect to distributions, including dividends and distributions upon the dissolution of the corporation. (d) The description of the designations, preferences, limitations, and relative rights of share classes in subsection (c) of this section is not exhaustive. (e) The board of directors of an investment company may increase or decrease the aggregate number of shares of stock, or the number of shares of stock of any class, that the corporation has the authority to issue, unless a provision has been legally included in the articles of incorporation of the corporation after May 1, 1989, prohibiting an act by the board of directors to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class that the corporation has authority to issue. (1) If the board of directors of an investment company increases or decreases the aggregate number of shares of stock or the number of shares of stock of any class that the corporation has the authority to issue in accordance with this subsection, the board of directors, before issuing any of the newly authorized stock, shall file articles supplementary for recording with the Secretary of State. (2) Articles supplementary shall include: (i) Both as of immediately before the increase or decrease and as increased or decreased: (1) The total number of shares of stock of all classes that the corporation has authority to issue; (2) The number of shares of stock of each class; (3) The par value of the shares of stock of each class or a statement that the shares are without par value; and (4) If there are any shares of stock with par value, the aggregate par value of all the shares of all classes; (ii) A statement that the corporation is registered as an investment company under the Investment Company Act of 1940; and (iii) A statement that the total number of shares of capital stock that the corporation has authority to issue has been increased or decreased by the board of directors in accordance with this subsection. (3) In order to be filed, articles supplementary shall be accompanied by an opinion of legal counsel licensed in this state and familiar with the Investment Company Act of 1940 opining that the statements contained in subdivisions (e)(2)(ii) and (iii) of this section are correct to the best of such counsel's knowledge and said articles supplementary shall be executed in the manner required by § 4-27-120. History Acts 1987, No. 958, § 64-601; 1989, No. 583, § 2. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 6 — Shares and DistributionsPart A: Shares 4-27-602. Terms of class or series determined by board of directors. (a) If the articles of incorporation so provide, the board of directors may determine, in whole or part, the preferences, limitations, and relative rights (within the limits set forth in § 4-27-601) of (1) any class of shares before the issuance of any shares of that class or (2) one or more series within a class before the issuance of any shares of that series. (b) Each series of a class must be given a distinguishing designation. (c) All shares of a series must have preferences, limitations, and relative rights identical with those of other shares of the same series and, except to the extent otherwise provided in the description of the series, with those of other series of the same class. (d) Before issuing any shares of a class or series created under this section, the corporation must deliver to the Secretary of State for filing articles of amendment, which are effective without shareholder action, that set forth: (1) the name of the corporation; (2) the text of the amendment determining the terms of the class or series of shares; (3) the date it was adopted; and (4) a statement that the amendment was duly adopted by the board of directors. History Acts 1987, No. 958, § 64-602. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 6 — Shares and DistributionsPart A: Shares 4-27-603. Issued and outstanding shares. (a) A corporation may issue the number of shares of each class or series authorized by the articles of incorporation. Shares that are issued are outstanding shares until they are reacquired, redeemed, converted, or cancelled. (b) The reacquisition, redemption, or conversion of outstanding shares is subject to the limitations of subsection (c) of this section and to § 4-27-640. (c) At all times that shares of the corporation are outstanding, one or more shares that together have unlimited voting rights and one or more shares that together are entitled to receive the net assets of the corporation upon dissolution must be outstanding. History Acts 1987, No. 958, § 64-603. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 6 — Shares and DistributionsPart A: Shares 4-27-604. Fractional shares. (a) A corporation may: (1) issue fractions of a share or pay in money the value of fractions of a share; (2) arrange for disposition of fractional shares by the shareholders; (3) issue scrip in registered or bearer form entitling the holder to receive a full share upon surrendering enough scrip to equal a full share. (b) Each certificate representing scrip must be conspicuously labeled “scrip” and must contain the information required by § 4-27-625(b). (c) The holder of a fractional share is entitled to exercise the rights of a shareholder, including the right to vote, to receive dividends, and to participate in the assets of the corporation upon liquidation. The holder of scrip is not entitled to any of these rights unless the scrip provides for them. (d) The board of directors may authorize the issuance of scrip subject to any condition considered desirable, including: (1) that the scrip will become void if not exchanged for full shares before a specified date; and (2) that the shares for which the scrip is exchangeable may be sold and the proceeds paid to the scripholders. History Acts 1987, No. 958, § 64-604. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 6 — Shares and DistributionsPart A: Shares 4-27-605 — 4-27-619. [Reserved.] Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 6 — Shares and DistributionsPart B: Issuance of Shares 4-27-620. Subscription for shares before incorporation. (a) A subscription for shares entered into before incorporation is irrevocable for six months unless the subscription agreement provides a longer or shorter period or all the subscribers agree to revocation. (b) The board of directors may determine the payment terms of subscription for shares that were entered into before incorporation, unless the subscription agreement specifies them. A call for payment by the board of directors must be uniform so far as practicable as to all shares of the same class or series, unless the subscription agreement specifies otherwise. (c) Shares issued pursuant to subscriptions entered into before incorporation are fully paid and nonassessable when the corporation receives the consideration specified in the subscription agreement. (d) If a subscriber defaults in payment of money or property under a subscription agreement entered into before incorporation, the corporation may collect the amount owed as any other debt. Alternatively, unless the subscription agreement provides otherwise, the corporation may rescind the agreement and may sell the shares if the debt remains unpaid for more than 20 days after the corporation sends written demand for payment to the subscriber. (e) A corporation that issues shares pursuant to a subscription agreement entered into before incorporation must comply with § 4-27-621(b), (c), and (f). A subscription agreement entered into after incorporation is a contract between the subscriber and the corporation subject to all of the provisions of § 4-27-621. History Acts 1987, No. 958, § 64-605. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 6 — Shares and DistributionsPart B: Issuance of Shares 4-27-621. Issuance of shares. (a) The powers granted in this section to the board of directors may be reserved to the shareholders by the articles of incorporation. (b) The board of directors may authorize shares to be issued for consideration consisting of money paid, labor done, or property actually received. Neither promissory notes nor the promise of future services shall constitute valid consideration for the issuance of shares. (c) Shares having a par value may not be issued for consideration less than the par value of such shares. (d) Before the corporation issues shares, the board of directors must determine that the consideration received or to be received for shares to be issued is adequate. That determination by the board of directors is conclusive insofar as the adequacy of consideration for the issuance of shares relates to whether the shares are validly issued, fully paid, and nonassessable. (e) When the corporation receives the consideration for which the board of directors authorized the issuance of shares, the shares issued therefor are fully paid and nonassessable. (f) Shares may not be issued until the full amount of the consideration for the shares, fixed as provided by law, has been paid. History Acts 1987, No. 958, § 64-606. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 6 — Shares and DistributionsPart B: Issuance of Shares 4-27-622. Liability of shareholders. (a) A purchaser from a corporation of its own shares is not liable to the corporation or its creditors with respect to the shares except to pay the full consideration, fixed as provided by law, for which the shares were issued or were to be issued. (b) Unless otherwise provided in the articles of incorporation, a shareholder of a corporation is not personally liable for the acts or debts of the corporation except that he may become personally liable by reason of his own acts or conduct. History Acts 1987, No. 958, § 64-607. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 6 — Shares and DistributionsPart B: Issuance of Shares 4-27-623. Share dividends. (a) Unless the articles of incorporation provide otherwise, shares may be issued pro rata and without consideration to the corporation's shareholders or to the shareholders of one (1) or more classes or series. An issuance of shares under this subsection is a share dividend. (b) Shares of one class or series may not be issued as a share dividend in respect of shares of another class or series unless (1) the articles of incorporation so authorize, (2) a majority of the votes entitled to be cast by the class or series to be issued approve the issue, or (3) there are no outstanding shares of the class or series to be issued. (c) If the board of directors does not fix the record date for determining shareholders entitled to a share dividend, it is the date the board of directors authorizes the share dividend. History Acts 1987, No. 958, § 64-608. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 6 — Shares and DistributionsPart B: Issuance of Shares 4-27-624. Share options. A corporation may issue rights, options, or warrants for the purchase of shares of the corporation. The board of directors shall determine the terms upon which the rights, options, or warrants are issued, their form and content, and the consideration for which the shares are to be issued. History Acts 1987, No. 958, § 64-609. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 6 — Shares and DistributionsPart B: Issuance of Shares 4-27-625. Form and content of certificates. (a) Shares may but need not be represented by certificates. Unless this chapter or another statute expressly provides otherwise, the rights and obligations of shareholders are identical whether or not their shares are represented by certificates. (b) At a minimum each share certificate must state on its face: (1) the name of the issuing corporation and that it is organized under the law of this state; (2) the name of the person to whom issued; (3) the number and class of shares and the designation of the series, if any, the certificate represents; and (4) the par value of the shares, or if the shares have no par value, a statement of such fact. (c) If the issuing corporation is authorized to issue different classes of shares or different series within a class, the designations, relative rights, preferences, and limitations applicable to each class and the variations in rights, preferences, and limitations determined for each series (and the authority of the board of directors to determine variations for future series) must be summarized on the front or back of each certificate. Alternatively, each certificate may state conspicuously on its front or back that the corporation will furnish the shareholder this information on request in writing and without charge. (d) Each share certificate (1) must be signed (either manually or in facsimile) by two officers designated in the bylaws or by the board of directors and (2) must bear the corporate seal or its facsimile. (e) If the person who signed (either manually or in facsimile) a share certificate no longer holds office when the certificate is issued, the certificate is nevertheless valid. History Acts 1987, No. 958, § 64-610. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 6 — Shares and DistributionsPart B: Issuance of Shares 4-27-626. Shares without certificates. (a) Unless the articles of incorporation or bylaws provide otherwise, the board of directors of a corporation may authorize the issue of some or all the shares of any or all of its classes or series without certificates. The authorization does not affect shares already represented by certificates until they are surrendered to the corporation. (b) Within a reasonable time after the issue or transfer of shares without certificates, the corporation shall send the shareholder a written statement of the information required on certificates by § 4-27-625(b) and (c), and, if applicable, § 4-27-627. History Acts 1987, No. 958, § 64-611; 1987 (1st Ex. Sess.), No. 11, § 3. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 6 — Shares and DistributionsPart B: Issuance of Shares 4-27-627. Restriction on transfer of shares and other securities. (a) The articles of incorporation, bylaws, an agreement among shareholders, or an agreement between shareholders and the corporation may impose restrictions on the transfer or registration of transfer of shares of the corporation. A restriction does not affect shares issued before the restriction was adopted unless the holders of the shares are parties to the restriction agreement or voted in favor of the restriction. (b) A restriction on the transfer or registration of transfer of shares is valid and enforceable against the holder or a transferee of the holder if the restriction is authorized by this section and its existence is noted conspicuously on the front or back of the certificate or is contained in the information statement required by § 4-27-626(b). Unless so noted, a restriction is not enforceable against a person without knowledge of the restriction. (c) A restriction on the transfer or registration of transfer of shares is authorized: (1) to maintain the corporation's status when it is dependent on the number or identity of its shareholders; (2) to preserve exemptions under federal or state securities law; (3) for any other reasonable purpose. (d) A restriction on the transfer or registration of transfer of shares may: (1) obligate the shareholder first to offer the corporation or other persons (separately, consecutively, or simultaneously) an opportunity to acquire the restricted shares; (2) obligate the corporation or other persons (separately, consecutively, or simultaneously) to acquire the restricted shares; (3) require the corporation, the holders of any class of its shares, or another person to approve the transfer of the restricted shares, if the requirement is not manifestly unreasonable; (4) prohibit the transfer of the restricted shares to designated persons or classes of persons, if the prohibition is not manifestly unreasonable. (e) For purposes of this section, “shares” includes a security convertible into or carrying a right to subscribe for or acquire shares. History Acts 1987, No. 958, § 64-612; 1987 (1st Ex. Sess.), No. 11, § 4. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 6 — Shares and DistributionsPart B: Issuance of Shares 4-27-628. Expense of issue. A corporation may pay the expenses of selling or underwriting its shares, and of organizing or reorganizing the corporation, from the consideration received for shares. History Acts 1987, No. 958, § 64-613. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 6 — Shares and DistributionsPart B: Issuance of Shares 4-27-629. [Reserved.] Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 6 — Shares and DistributionsPart C: Subsequent Acquisition of Shares by Shareholder and Corporation 4-27-630. Shareholders' preemptive rights. (a) The shareholders of a corporation do not have a preemptive right to acquire the corporation's unissued shares except to the extent the articles of incorporation so provide. (b) A statement included in the articles of incorporation that “the corporation elects to have preemptive rights” (or words of similar import) means that the following principles apply except to the extent the articles of incorporation expressly provide otherwise: (1) The shareholders of the corporation have a preemptive right, granted on uniform terms and conditions prescribed by the board of directors to provide a fair and reasonable opportunity to exercise the right, to acquire proportional amounts of the corporation's unissued shares upon the decision of the board of directors to issue them. (2) A shareholder may waive his preemptive right. A waiver evidenced by a writing is irrevocable even though it is not supported by consideration. (3) There is no preemptive right with respect to: (i) shares issued as compensation to directors, officers, agents, or employees of the corporation, its subsidiaries or affiliates; (ii) shares issued to satisfy conversion or option rights created to provide compensation to directors, officers, agents, or employees of the corporation, its subsidiaries or affiliates; (iii) shares authorized in articles of incorporation that are issued within six (6) months from the effective date of incorporation; (iv) shares sold otherwise than for money. (4) Holders of shares of any class without general voting rights but with preferential rights to distributions or assets have no preemptive rights with respect to shares of any class. (5) Holders of shares of any class with general voting rights but without preferential rights to distributions or assets have no preemptive rights with respect to shares of any class with preferential rights to distributions or assets unless the shares with preferential rights are convertible into or carry a right to subscribe for or acquire shares without preferential rights. (6) Shares subject to preemptive rights that are not acquired by shareholders may be issued to any person for a period of one (1) year after being offered to shareholders at a consideration set by the board of directors that is not lower than the consideration set for the exercise of preemptive rights. An offer at a lower consideration or after the expiration of one year is subject to the shareholders' preemptive rights. (c) For purposes of this section, “shares” includes a security convertible into or carrying a right to subscribe for or acquire shares. History Acts 1987, No. 958, § 64-614. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 6 — Shares and DistributionsPart C: Subsequent Acquisition of Shares by Shareholder and Corporation 4-27-631. Corporation's acquisition of its own shares. (a) A corporation may acquire its own shares, and shares so acquired constitute authorized but unissued shares. (b) If the articles of incorporation prohibit the reissue of acquired shares, the number of authorized shares is reduced by the number of shares acquired, effective upon amendment of the articles of incorporation. (c) The board of directors may adopt articles of amendment under this section without shareholder action and deliver them to the Secretary of State for filing. The articles must set forth: (1) the name of the corporation; (2) the reduction in the number of authorized shares, itemized by class and series; and (3) the total number of authorized shares, itemized by class and series, remaining after reduction of the shares. History Acts 1987, No. 958, § 64-615. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 6 — Shares and DistributionsPart C: Subsequent Acquisition of Shares by Shareholder and Corporation 4-27-632 — 4-27-639. [Reserved.] Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 6 — Shares and DistributionsPart D: Distributions 4-27-640. Distributions to shareholders. (a) A board of directors may authorize and the corporation may make distributions to its shareholders subject to restriction by the articles of incorporation and the limitation in subsection (c) of this section. (b) If the board of directors does not fix the record date for determining shareholders entitled to a distribution (other than one involving a repurchase or reacquisition of shares), it is the date the board of directors authorizes the distribution. (c) No distribution may be made if, after giving it effect: (1) The corporation would not be able to pay its debts as they become due in the usual course of business; or (2) The corporation's total assets would be less than the sum of its total liabilities plus (unless the articles of incorporation permit otherwise) the amount that would be needed, if the corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the distribution. (d) The board of directors may base a determination that a distribution is not prohibited under subsection (c) of this section either on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other method that is reasonable in the circumstances. (e) The effect of a distribution under subsection (c) of this section is measured: (1) in the case of distribution by purchase, redemption, or other acquisition of the corporation's shares, as of the earlier of (i) the date money or other property is transferred or debt incurred by the corporation or (ii) the date the shareholder ceases to be a shareholder with respect to the acquired shares; (2) in the case of any other distribution of indebtedness, as of the date the indebtedness is distributed; and (3) in all other cases, as of (i) the date the distribution is authorized if the payment occurs within one hundred twenty (120) days after the date of authorization or (ii) the date the payment is made if it occurs more than one hundred twenty (120) days after the date of authorization. (f) A corporation's indebtedness to a shareholder incurred by reason of a distribution made in accordance with this section is at parity with the corporation's indebtedness to its general, unsecured creditors except to the extent subordinated by agreement. (g) If the articles of incorporation or bylaws of an investment company so provide, the board of directors may delegate to a committee of the board of directors, or to the officers of the corporation, the authority to determine the amount of, to declare, and to distribute dividends in accordance with the policies adopted by the board of directors. History Acts 1987, No. 958, § 64-616; 1989, No. 583, § 4. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 7 — Shareholders Tit. 4, Subtit. 3., Ch. 27, Subch. 7 Note Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 7 — ShareholdersPart A: Meetings 4-27-701. Annual meeting. (a) A corporation shall hold a meeting of shareholders annually at a time stated in or fixed in accordance with the bylaws. (b) (1) Annual shareholders' meetings may be held at a physical location or solely or partially by means of remote communication, in or out of this state, at a place stated in or fixed according to the bylaws of the corporation. (2) (A) An annual shareholders' meeting held solely by means of remote communication or through a combination of remote communication and an in-person meeting is allowed to the extent that: (i) The corporation's board of directors authorizes and adopts guidelines and procedures governing a remote annual shareholders' meeting; and (ii) Shareholders and proxy holders have the capability to participate through a method of remote communication. (B) The guidelines and procedures governing a remote meeting shall provide verified shareholders and proxy holders who are not physically present at a shareholders' meeting to: (i) Have a reasonable opportunity to participate in the meeting; (ii) Be deemed present at the meeting; and (iii) Be permitted to vote on matters submitted at the meeting. (c) The failure to hold an annual meeting at the time stated in or fixed according to a corporation's bylaws, or solely or partially by means of remote communication, does not affect the validity of any corporate action. (d) If the articles of incorporation or bylaws of an investment company so provide, the corporation is not required to hold an annual meeting in any year in which no action is to be taken which requires a vote of shareholders under the Investment Company Act of 1940, unless a meeting is called by more than fifty percent (50%) of the holders of all classes of shares of the corporation or by more than fifty percent (50%) of the board of directors. History Acts 1987, No. 958, § 64-701; 1989, No. 583, § 3; 2021, No. 253, § 2. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 7 — ShareholdersPart A: Meetings 4-27-702. Special meeting. (a) A corporation shall hold a special meeting of shareholders: (1) on call of its board of directors or the person or persons authorized to do so by the articles of incorporation or bylaws; or (2) if the holders of at least ten percent (10%) of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting sign, date, and deliver to the corporation's secretary one (1) or more written demands for the meeting describing the purpose or purposes for which it is to be held. (b) If not otherwise fixed under § 4-27-703 or § 4-27-707, the record date for determining shareholders entitled to demand a special meeting is the date the first shareholder signs the demand. (c) (1) Special shareholders' meetings may be held at a physical location or solely or partially by means of remote communication, in or out of this state at a place stated in or fixed according to the bylaws of the corporation. (2) (A) A meeting held solely by means of remote communication or through a combination of remote communication and an in-person meeting is allowed to the extent that: (i) The corporation's board of directors authorizes and adopts guidelines and procedures governing a remote annual shareholders' meeting; and (ii) Shareholders and proxy holders have the capability to participate through a method of remote communication. (B) The guidelines and procedures governing a remote special shareholders' meeting shall provide verified shareholders and proxy holders who are not physically present at a shareholders’ meeting to: (i) Have a reasonable opportunity to participate in the meeting; (ii) Be deemed present at the meeting; and (iii) Be permitted to vote on matters submitted at the meeting. (d) Only business within the purpose or purposes described in the meeting notice required by § 4-27-705(c) may be conducted at a special shareholders' meeting. History Acts 1987, No. 958, § 64-702; 2021, No. 253, § 3. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 7 — ShareholdersPart A: Meetings 4-27-703. Court-ordered meeting. (a) The circuit court of the county where a corporation's principal office is located or the Pulaski County Circuit Court, if the corporation does not have a principal office in this state, may summarily order a meeting to be held: (1) on application of any shareholder of the corporation entitled to participate in an annual meeting if an annual meeting was not held within the earlier of six (6) months after the end of the corporation's fiscal year or fifteen (15) months after its last annual meeting; or (2) on application of a shareholder who signed a demand for a special meeting valid under § 4-27-702, if: (i) notice of the special meeting was not given within thirty (30) days after the date the demand was delivered to the corporation's secretary; or (ii) the special meeting was not held in accordance with the notice. (b) The court may fix the time and place of the meeting, determine the shares entitled to participate in the meeting, specify a record date for determining shareholders entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting (or direct that the votes represented at the meeting constitute a quorum for action on those matters), and enter other orders necessary to accomplish the purpose or purposes of the meeting. History Acts 1987, No. 958, § 64-703; 2007, No. 638, § 8. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 7 — ShareholdersPart A: Meetings 4-27-704. Action without meeting. (a) Action on proposals to increase the capital stock or bond indebtedness of a corporation may be taken without a meeting of shareholders if one (1) or more written consents, setting forth the action so taken, shall be signed by all of the shareholders of the corporation. Any other action required or permitted by this chapter to be taken at a meeting of shareholders may be taken without a meeting if one (1) or more written consents, setting forth the action so taken, shall be signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Any written consent executed by one (1) or more shareholders pursuant to this section shall be delivered to the corporation for inclusion in the minutes or filing with the corporate records. (b) If not otherwise fixed under § 4-27-703 or § 4-27-707, the record date for determining shareholders entitled to take action without a meeting is the date the first shareholder signs the consent under subsection (a) of this section. (c) A consent signed under this section has the effect of a meeting vote and may be described as such in any document. (d) If this chapter requires that notice of proposed action be given to nonvoting shareholders and the action is to be taken by written consent of the voting shareholders, the corporation must give its nonvoting shareholders written notice of the proposed action at least ten (10) days before the action is taken. The notice must contain or be accompanied by the same material that, under this chapter, would have been required to be sent to nonvoting shareholders in a notice of meeting at which the proposed action would have been submitted to the shareholders for action. History Acts 1987, No. 958, § 64-704. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 7 — ShareholdersPart A: Meetings 4-27-705. Notice of meeting. (a) A corporation shall notify shareholders of the date, time, and place of each annual and special shareholders' meeting no fewer than sixty (60) nor more than seventy-five (75) days before the meeting date if a proposal to increase the authorized capital stock or bond indebtedness of the corporation is to be submitted, and no fewer than ten (10) nor more than sixty (60) days before the meeting date in all other cases. Unless this chapter or the articles of incorporation require otherwise, the corporation is required to give notice only to shareholders entitled to vote at the meeting. (b) Unless this chapter or the articles of incorporation require otherwise, notice of an annual meeting need not include a description of the purpose or purposes for which the meeting is called. (c) Notice of a special meeting must include a description of the purpose or purposes for which the meeting is called. For purposes of this section, an annual meeting at which a proposal to increase the authorized capital stock or bond indebtedness of the corporation is to be submitted shall be deemed a special meeting. (d) If not otherwise fixed under § 4-27-703 or § 4-27-707, the record date for determining shareholders entitled to notice of and to vote at an annual or special shareholders' meeting is the day before the first notice is delivered to shareholders. (e) Unless the bylaws require otherwise, if an annual or special shareholders' meeting is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place if the new date, time, or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under § 4-27-707, however, notice of the adjourned meeting must be given under this section to persons who are shareholders as of the new record date. History Acts 1987, No. 958, § 64-705; 1987 (1st Ex. Sess.), No. 11, § 4[4A]. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 7 — ShareholdersPart A: Meetings 4-27-706. Waiver of notice. (a) A shareholder may waive any notice required by this chapter, the articles of incorporation, or bylaws before or after the date and time stated in the notice. The waiver must be in writing, be signed by the shareholder entitled to the notice, and be delivered to the corporation for inclusion in the minutes or filing with the corporate records. (b) A shareholder's attendance at a meeting: (1) waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; (2) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented. History Acts 1987, No. 958, § 64-706. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 7 — ShareholdersPart A: Meetings 4-27-707. Record date. (a) The bylaws may fix or provide the manner of fixing the record date for one (1) or more voting groups in order to determine the shareholders entitled to notice of a shareholders' meeting, to demand a special meeting, to vote, or to take any other action. If the bylaws do not fix or provide for fixing a record date, the board of directors of the corporation may fix a future date as the record date. (b) A record date fixed under this section may not be more than seventy (70) days before the meeting or action requiring a determination of shareholders. (c) A determination of shareholders entitled to notice of or to vote at a shareholders' meeting is effective for any adjournment of the meeting unless the board of directors fixes a new record date, which it must do if the meeting is adjourned to a date more than one hundred twenty (120) days after the date fixed for the original meeting. (d) If a court orders a meeting adjourned to a date more than one hundred twenty (120) days after the date fixed for the original meeting, it may provide that the original record date continues in effect or it may fix a new record date. History Acts 1987, No. 958, § 64-707. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 7 — ShareholdersPart A: Meetings 4-27-708 — 4-27-719. [Reserved.] Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 7 — ShareholdersPart B: Voting 4-27-720. Shareholders' list for meeting. (a) After fixing a record date for a meeting, a corporation shall prepare an alphabetical list of the names of all its shareholders who are entitled to notice of a shareholders' meeting. The list must be arranged by voting group (and within each voting group by class or series of shares) and show the address of and number of shares held by each shareholder. (b) The shareholders' list must be available for inspection by any shareholder, beginning two (2) business days after notice of the meeting is given for which the list was prepared and continuing through the meeting, at the corporation's principal office or at a place identified in the meeting notice in the city where the meeting will be held. A shareholder, his agent, or attorney is entitled on written demand to inspect and, subject to the requirements of § 4-27-1602(c), to copy the list, during regular business hours and at his expense, during the period it is available for inspection. (c) The corporation shall make the shareholders' list available at the meeting, and any shareholder, his agent, or attorney is entitled to inspect the list at any time during the meeting or any adjournment. (d) If the corporation refuses to allow a shareholder, his or her agent, or attorney to inspect the shareholders' list before or at the meeting or copy the list as permitted by subsection (b) of this section, the circuit court of the county where a corporation's principal office is located or the Pulaski County Circuit Court, if the corporation does not have a principal office in this state, on application of the shareholder, may summarily order the inspection or copying at the corporation's expense and may postpone the meeting for which the list was prepared until the inspection or copying is complete. (e) Refusal or failure to prepare or make available the shareholders' list does not affect the validity of action taken at the meeting. History Acts 1987, No. 958, § 64-708; 2007, No. 638, § 9. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 7 — ShareholdersPart B: Voting 4-27-721. Voting entitlement of shares. (a) Except as provided in subsections (b) and (c) of this section or unless the articles of incorporation provide otherwise, each outstanding share, regardless of class, is entitled to one (1) vote on each matter voted on at a shareholders' meeting. Only shares are entitled to vote. (b) Absent special circumstances, the shares of a corporation are not entitled to vote if they are owned, directly or indirectly, by a second corporation, domestic or foreign, and the first corporation owns, directly or indirectly, a majority of the shares entitled to vote for directors of the second corporation. (c) Subsection (b) of this section does not limit the power of a corporation to vote any shares, including its own shares, held by it in a fiduciary capacity. (d) Redeemable shares are not entitled to vote after notice of redemption is mailed to the holders and a sum sufficient to redeem the shares has been deposited with a bank, trust company, or other financial institution under an irrevocable obligation to pay the holders the redemption price on surrender of the shares. History Acts 1987, No. 958, § 64-709. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 7 — ShareholdersPart B: Voting 4-27-722. Proxies. (a) A shareholder may vote his shares in person or by proxy. (b) A shareholder may appoint a proxy to vote or otherwise act for him by signing an appointment form, either personally or by his attorney-in-fact. (c) An appointment of a proxy is effective when received by the secretary or other officer or agent authorized to tabulate votes. An appointment is valid for eleven (11) months unless a longer period is expressly provided in the appointment form. (d) An appointment of a proxy is revocable by the shareholder unless the appointment form conspicuously states that it is irrevocable and the appointment is coupled with an interest. Appointments coupled with an interest include the appointment of: (1) a pledgee; (2) a person who purchased or agreed to purchase the shares; (3) a creditor of the corporation who extended its credit under terms requiring the appointment; (4) an employee of the corporation whose employment contract requires the appointment; or (5) a party to a voting agreement created under § 4-27-731. (e) The death or incapacity of the shareholder appointing a proxy does not affect the right of the corporation to accept the proxy's authority unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises his authority under the appointment. (f) An appointment made irrevocable under subsection (d) of this section is revoked when the interest with which it is coupled is extinguished. (g) A transferee for value of shares subject to an irrevocable appointment may revoke the appointment if he did not know of its existence when he acquired the shares and the existence of the irrevocable appointment was not noted conspicuously on the certificate representing the shares or on the information statement for shares without certificates. (h) Subject to § 4-27-724 and to any express limitation on the proxy's authority appearing on the face of the appointment form, a corporation is entitled to accept the proxy's vote or other action as that of the shareholder making the appointment. History Acts 1987, No. 958, § 64-710; 1987 (1st Ex. Sess.), No. 11, § 5. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 7 — ShareholdersPart B: Voting 4-27-723. Shares held by nominees. (a) A corporation may establish a procedure by which the beneficial owner of shares that are registered in the name of a nominee is recognized by the corporation as the shareholder. The extent of this recognition may be determined in the procedure. (b) The procedure may set forth: (1) the types of nominees to which it applies; (2) the rights or privileges that the corporation recognizes in a beneficial owner; (3) the manner in which the procedure is selected by the nominee; (4) the information that must be provided when the procedure is selected; (5) the period for which selection of the procedure is effective; and (6) other aspects of the rights and duties created. History Acts 1987, No. 958, § 64-711. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 7 — ShareholdersPart B: Voting 4-27-724. Corporation's acceptance of votes. (a) If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a shareholder, 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 shareholder. (b) If the name signed on a vote, consent, waiver, or proxy appointment does not correspond to the name of its shareholder, the corporation if acting in good faith is nevertheless entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the shareholder if: (1) the shareholder is an entity and the name signed purports to be that of an officer or agent of the entity; (2) the name signed purports to be that of an administrator, executor, guardian, or conservator representing the shareholder and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment; (3) the name signed purports to be that of a receiver or trustee in bankruptcy of the shareholder and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment; (4) the name signed purports to be that of a pledgee, beneficial owner, or attorney-in-fact of the shareholder and, if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the shareholder has been presented with respect to the vote, consent, waiver, or proxy appointment; (5) two (2) or more persons are the shareholder as cotenants or fiduciaries and the name signed purports to be the name of at least one (1) of the coowners and the person signing appears to be acting on behalf of all the coowners. (c) The corporation is entitled to reject a vote, consent, waiver, or proxy appointment if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory's authority to sign for the shareholder. (d) The corporation and its officer or agent who accepts or rejects a vote, consent, waiver, or proxy appointment in good faith and in accordance with the standards of this section are not liable in damages to the shareholder for the consequences of the acceptance or rejection. (e) Corporate action based on the acceptance or rejection of a vote, consent, waiver, or proxy appointment under this section is valid unless a court of competent jurisdiction determines otherwise. History Acts 1987, No. 958, § 64-712. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 7 — ShareholdersPart B: Voting 4-27-725. Quorum and voting requirements for voting groups. (a) Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless the articles of incorporation or this chapter provide otherwise, a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter. (b) Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting. (c) If a quorum exists, action on a matter (other than the election of directors) by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the articles of incorporation or this chapter require a greater number of affirmative votes. (d) An amendment of articles on incorporation adding, changing, or deleting a quorum or voting requirement for a voting group greater than specified in subsection (a) or (c) of this section is governed by § 4-27-727. (e) The election of directors is governed by § 4-27-728. History Acts 1987, No. 958, § 64-713. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 7 — ShareholdersPart B: Voting 4-27-726. Action by single and multiple voting groups. (a) If the articles of incorporation or this chapter provide for voting by a single voting group on a matter, action on that matter is taken when voted upon by that voting group as provided in § 4-27-725. (b) If the articles of incorporation or this chapter provide for voting by two (2) or more voting groups on a matter, action on that matter is taken only when voted upon by each of those voting groups counted separately as provided in § 4-27-725. Action may be taken by one (1) voting group on a matter even though no action is taken by another voting group entitled to vote on the matter. History Acts 1987, No. 958, § 64-714. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 7 — ShareholdersPart B: Voting 4-27-727. Greater quorum or voting requirements. (a) The articles of incorporation may provide for a greater quorum or voting requirement for shareholders (or voting groups of shareholders) than is provided for by this chapter. (b) An amendment to the articles of incorporation that adds, changes, or deletes a greater quorum or voting requirement must meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirements then in effect or proposed to be adopted, whichever is greater. History Acts 1987, No. 958, § 64-715. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 7 — ShareholdersPart B: Voting 4-27-728. Voting for directors — Cumulative voting. (a) Unless otherwise provided in the articles of incorporation, directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present. (b) Shareholders do not have a right to cumulate their votes for directors unless the articles of incorporation so provide. (c) A statement included in the articles of incorporation that “[all] [a designated voting group of] shareholders are entitled to cumulate their votes for directors” (or words of similar import) means that the shareholders designated are entitled to multiply the number of votes they are entitled to cast by the number of directors for whom they are entitled to vote and cast the product for a single candidate or distribute the product among two (2) or more candidates. (d) Shares otherwise entitled to vote cumulatively may not be voted cumulatively at a particular meeting unless: (1) the meeting notice or proxy statement accompanying the notice states conspicuously that cumulative voting is authorized; or (2) a shareholder who has the right to cumulate his votes gives notice to the corporation not less than forty-eight (48) hours before the time set for the meeting of his intent to cumulate his votes during the meeting, and if one (1) shareholder gives this notice all other shareholders in the same voting group participating in the election are entitled to cumulate their votes without giving further notice. History Acts 1987, No. 958, § 64-716; 1987 (1st Ex. Sess.), No. 11, § 6. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 7 — ShareholdersPart B: Voting 4-27-729. [Reserved.] Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 7 — ShareholdersPart C: Voting Trusts and Agreements 4-27-730. Voting trusts. (a) One (1) or more shareholders may create a voting trust, conferring on a trustee the right to vote or otherwise act for them, by signing an agreement setting out the provisions of the trust (which may include anything consistent with its purpose) and transferring their shares to the trustee. When a voting trust agreement is signed, the trustee shall prepare a list of the names and addresses of all owners of beneficial interests in the trust, together with the number and class of shares each transferred to the trust, and deliver copies of the list and agreement to the corporation's principal office. (b) A voting trust becomes effective on the date the first shares subject to the trust are registered in the trustee's name. A voting trust is valid for not more than ten (10) years after its effective date unless extended under subsection (c) of this section. (c) All or some of the parties to a voting trust may extend it for additional terms of not more than ten (10) years each by signing an extension agreement and obtaining the voting trustee's written consent to the extension. An extension is valid for ten (10) years from the date the first shareholder signs the extension agreement. The voting trustee must deliver copies of the extension agreement and list of beneficial owners to the corporation's principal office. An extension agreement binds only those parties signing it. History Acts 1987, No. 958, § 64-717. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 7 — ShareholdersPart C: Voting Trusts and Agreements 4-27-731. Voting agreements. (a) Two (2) or more shareholders may provide for the manner in which they will vote their shares by signing an agreement for that purpose. A voting agreement created under this section is not subject to the provisions of § 4-27-730. (b) A voting agreement created under this section is specifically enforceable. History Acts 1987, No. 958, § 64-718. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 7 — ShareholdersPart C: Voting Trusts and Agreements 4-27-732 — 4-27-739. [Reserved.] Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 7 — ShareholdersPart D: Derivative Proceedings 4-27-740. Procedure in derivative proceedings. (a) A person may not commence a proceeding in the right of a domestic or foreign corporation unless he was a shareholder of the corporation when the transaction complained of occurred or unless he became a shareholder through transfer by operation of law from one who was a shareholder at that time. (b) A complaint in a proceeding brought in the right of a corporation must be verified and allege with particularity the demand made, if any, to obtain action by the board of directors and either that the demand was refused or ignored or why he did not make the demand. Whether or not a demand for action was made, if the corporation commences an investigation of the changes made in the demand or complaint, the court may stay any proceeding until the investigation is completed. (c) A proceeding commenced under this section may not be discontinued or settled without the court's approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interest of the corporation's shareholders or a class of shareholders, the court shall direct that notice be given the shareholders affected. (d) On termination of the proceeding the court may require the plaintiff to pay any defendant's reasonable expenses (including counsel fees) incurred in defending the proceeding if it finds that the proceeding was commenced without reasonable cause. (e) For purposes of this section, “shareholder” includes a beneficial owner whose shares are held in a voting trust or held by a nominee on his behalf. History Acts 1987, No. 958, § 64-719; 1987 (1st Ex. Sess.), No. 11, § 7. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 8 — Directors — Officers — Meetings — Standards of Conduct — Indemnification Tit. 4, Subtit. 3., Ch. 27, Subch. 8 Note Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 8 — Directors — Officers — Meetings — Standards of Conduct — IndemnificationPart A: Board of Directors 4-27-801. Requirement for and duties of board of directors. (a) Except as provided in subsection (c) of this section, each corporation must have a board of directors. (b) All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed under the direction of, its board of directors, subject to any limitation set forth in the articles of incorporation. (c) A corporation having fifty (50) or fewer shareholders may dispense with or limit the authority of a board of directors by describing in its articles of incorporation who will perform some or all of the duties of a board of directors. History Acts 1987, No. 958, § 64-801. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 8 — Directors — Officers — Meetings — Standards of Conduct — IndemnificationPart A: Board of Directors 4-27-802. Qualifications of directors. The articles of incorporation or bylaws may prescribe qualifications for directors. A director need not be a resident of this state or a shareholder of the corporation unless the articles of incorporation or bylaws so prescribe. History Acts 1987, No. 958, § 64-802. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 8 — Directors — Officers — Meetings — Standards of Conduct — IndemnificationPart A: Board of Directors 4-27-803. Number and election of directors. (a) A board of directors must consist of one (1) or more individuals, with the number specified in or fixed in accordance with the articles of incorporation or bylaws. (b) If a board of directors has power to fix or change the number of directors, the board may increase or decrease by thirty percent (30%) or less the number of directors last approved by the shareholders, but only the shareholders may increase or decrease by more than thirty percent (30%) the number of directors last approved by the shareholders. (c) The articles of incorporation or bylaws may establish a variable range for the size of the board of directors by fixing a minimum and maximum number of directors. If a variable range is established, the number of directors may be fixed or changed from time to time, within the minimum and maximum, by the shareholders or the board of directors. After shares are issued, only the shareholders may change the range for the size of the board or change from a fixed to a variable-range size board or vice versa. (d) Directors are elected at the first annual shareholders' meeting and at each annual meeting thereafter unless their terms are staggered under § 4-27-806. History Acts 1987, No. 958, § 64-803. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 8 — Directors — Officers — Meetings — Standards of Conduct — IndemnificationPart A: Board of Directors 4-27-804. Election of directors by certain classes of shareholders. If the articles of incorporation authorize dividing the shares into classes, the articles may also authorize the election of all or a specified number of directors by the holders of one (1) or more authorized classes of shares. A class (or classes) of shares entitled to elect one (1) or more directors is a separate voting group for purposes of the election of directors. History Acts 1987, No. 958, § 64-804. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 8 — Directors — Officers — Meetings — Standards of Conduct — IndemnificationPart A: Board of Directors 4-27-805. Terms of directors generally. (a) The terms of the initial directors of a corporation expire at the first shareholders' meeting at which directors are elected. (b) The terms of all other directors expire at the next annual shareholders' meeting following their election unless their terms are staggered under § 4-27-806. (c) A decrease in the number of directors does not shorten an incumbent director's term. (d) The term of a director elected to fill a vacancy expires at the next shareholders' meeting at which directors are elected. (e) Despite the expiration of a director's term, he continues to serve until his successor is elected and qualifies or until there is a decrease in the number of directors. History Acts 1987, No. 958, § 64-805. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 8 — Directors — Officers — Meetings — Standards of Conduct — IndemnificationPart A: Board of Directors 4-27-806. Staggered terms for directors. If there are nine (9) or more directors, the articles of incorporation may provide for staggering their terms by dividing the total number of directors into two (2) or three (3) groups, with each group containing one-half (½) or one-third (⅓) of the total, as near as may be. In that event, the terms of directors in the first group expire at the first annual shareholders' meeting after their election, the terms of the second group expire at the second annual shareholders' meeting after their election, and the terms of the third group, if any, expire at the third annual shareholders' meeting after their election. At each annual shareholders' meeting held thereafter, directors shall be chosen for a term of two (2) years or three (3) years, as the case may be, to succeed those whose terms expire. History Acts 1987, No. 958, § 64-806. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 8 — Directors — Officers — Meetings — Standards of Conduct — IndemnificationPart A: Board of Directors 4-27-807. Resignation of directors. (a) A director may resign at any time by delivering written notice to the board of directors, its chairman, or to the corporation. (b) A resignation is effective when the notice is delivered unless the notice specifies a later effective date. History Acts 1987, No. 958, § 64-807. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 8 — Directors — Officers — Meetings — Standards of Conduct — IndemnificationPart A: Board of Directors 4-27-808. Removal of directors by shareholders. (a) The shareholders may remove one (1) or more directors with or without cause unless the articles of incorporation provide that directors may be removed only for cause. (b) If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove him. (c) If cumulative voting is authorized, a director may not be removed if the number of votes sufficient to elect him under cumulative voting is voted against his removal. If cumulative voting is not authorized, a director may be removed only if the number of votes cast to remove him exceeds the number of votes cast not to remove him. (d) A director may be removed by the shareholders only at a meeting called for the purpose of removing him and the meeting notice must state that the purpose, or one (1) of the purposes, of the meeting is removal of the director. History Acts 1987, No. 958, § 64-808. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 8 — Directors — Officers — Meetings — Standards of Conduct — IndemnificationPart A: Board of Directors 4-27-809. Removal of directors by judicial proceeding. (a) The circuit court of the county where a corporation's principal office is located or the Pulaski County Circuit Court, if the corporation does not have a principal office in this state, may remove a director of the corporation from office in a proceeding commenced either by the corporation or by its shareholder holding at least ten percent (10%) of the outstanding shares of any class if the court finds that: (1) The director engaged in fraudulent or dishonest conduct, or gross abuse of authority or discretion, with respect to the corporation; and (2) Removal is in the best interest of the corporation. (b) The court that removes a director may bar the director from reelection for a period prescribed by the court. (c) If shareholders commence a proceeding under subsection (a) of this section, they shall make the corporation a party defendant. History Acts 1987, No. 958, § 64-809; 2007, No. 638, § 10. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 8 — Directors — Officers — Meetings — Standards of Conduct — IndemnificationPart A: Board of Directors 4-27-810. Vacancy on board. (a) Unless the articles of incorporation provide otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors: (1) the shareholders may fill the vacancy; (2) the board of directors may fill the vacancy; or (3) if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office. (b) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders. (c) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under § 4-27-807(b) or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs. History Acts 1987, No. 958, § 64-810. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 8 — Directors — Officers — Meetings — Standards of Conduct — IndemnificationPart A: Board of Directors 4-27-811. Compensation of directors. Unless the articles of incorporation or bylaws provide otherwise, the board of directors may fix the compensation of directors. History Acts 1987, No. 958, § 64-811. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 8 — Directors — Officers — Meetings — Standards of Conduct — IndemnificationPart A: Board of Directors 4-27-812 — 4-27-819. [Reserved.] Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 8 — Directors — Officers — Meetings — Standards of Conduct — IndemnificationPart B: Meetings and Action of the Board 4-27-820. Meetings. (a) The board of directors may hold regular or special meetings in or out of this state. (b) Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting. History Acts 1987, No. 958, § 64-812. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 8 — Directors — Officers — Meetings — Standards of Conduct — IndemnificationPart B: Meetings and Action of the Board 4-27-821. Action without meeting. (a) Unless the articles of incorporation or bylaws provide otherwise, action required or permitted by this chapter to be taken at a board of directors' meeting may be taken without a meeting if the action is taken by all members of the board. The action must be evidenced by one (1) or more written consents describing the action taken, signed by each director, and included in the minutes or filed with the corporate records reflecting the action taken. (b) Action taken under this section is effective when the last director signs the consent, unless the consent specifies a different effective date. (c) A consent signed under this section has the effect of a meeting vote and may be described as such in any document. History Acts 1987, No. 958, § 64-813. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 8 — Directors — Officers — Meetings — Standards of Conduct — IndemnificationPart B: Meetings and Action of the Board 4-27-822. Notice of meeting. (a) Unless the articles of incorporation or bylaws provide otherwise, regular meetings of the board of directors may be held without notice of the date, time, place, or purpose of the meeting. (b) Unless the articles of incorporation or bylaws provide for a longer or shorter period, a special meeting of the board of directors must be preceded by at least two (2) days' notice of the date, time, and place of the meeting. The notice need not describe the purpose of the special meeting unless required by the articles of incorporation or bylaws. History Acts 1987, No. 958, § 64-814. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 8 — Directors — Officers — Meetings — Standards of Conduct — IndemnificationPart B: Meetings and Action of the Board 4-27-823. Waiver of notice. (a) A director may waive any notice required by this chapter, the articles of incorporation, or bylaws before or after the date and time stated in the notice. Except as provided by subsection (b) of this section, the waiver must be in writing, signed by the director entitled to the notice, and filed with the minutes or corporate records. (b) A director's attendance at or participation in a meeting waives any required notice to him of the meeting unless the director at the beginning of the meeting (or promptly upon his arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting. History Acts 1987, No. 958, § 64-815. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 8 — Directors — Officers — Meetings — Standards of Conduct — IndemnificationPart B: Meetings and Action of the Board 4-27-824. Quorum and voting. (a) Unless the articles of incorporation or bylaws require a greater number, a quorum of a board of directors consists of: (1) a majority of the fixed number of directors if the corporation has a fixed board size; or (2) a majority of the number of directors prescribed, or if no number is prescribed the number in office immediately before the meeting begins, if the corporation has a variable-range size board. (b) The articles of incorporation or bylaws may authorize a quorum of a board of directors to consist of no fewer than one-third (⅓) of the fixed or prescribed number of directors determined under subsection (a) of this section. (c) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors unless the articles of incorporation or bylaws require the vote of a greater number of directors. (d) A director who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless: (1) he objects at the beginning of the meeting (or promptly upon his arrival) to holding it or transacting business at the meeting; (2) his dissent or abstention from the action taken is entered in the minutes of the meeting; or (3) he delivers written notice of his dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken. History Acts 1987, No. 958, § 64-816. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 8 — Directors — Officers — Meetings — Standards of Conduct — IndemnificationPart B: Meetings and Action of the Board 4-27-825. Committees. (a) Unless the articles of incorporation or bylaws provide otherwise, a board of directors may create one (1) or more committees and appoint members of the board of directors to serve on them. Each committee must have two (2) or more members, who serve at the pleasure of the board of directors. (b) The creation of a committee and appointment of members to it must be approved by the greater of (1) a majority of all the directors in office when the action is taken or (2) the number of directors required by the articles of incorporation or bylaws to take action under § 4-27-824. (c) Sections 4-27-820 — 4-27-824, which govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the board of directors, apply to committees and their members as well. (d) To the extent specified by the board of directors or in the articles of incorporation or bylaws, each committee may exercise the authority of the board of directors under § 4-27-801. (e) A committee may not, however: (1) authorize distributions; (2) approve or propose to shareholders action that this chapter requires be approved by shareholders; (3) fill vacancies on the board of directors or on any of its committees; (4) amend articles of incorporation pursuant to § 4-27-1002; (5) adopt, amend, or repeal bylaws; (6) approve a plan of merger not requiring shareholder approval; (7) authorize or approve reacquisition of shares, except according to a formula or method prescribed by the board of directors; or (8) authorize or approve the issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences, and limitations of a class or series of shares, except that the board of directors may authorize a committee (or a senior executive officer of the corporation) to do so within the limits specifically prescribed by the board of directors. (f) The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in § 4-27-830. History Acts 1987, No. 958, § 64-817. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 8 — Directors — Officers — Meetings — Standards of Conduct — IndemnificationPart B: Meetings and Action of the Board 4-27-826 — 4-27-829. [Reserved.] Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 8 — Directors — Officers — Meetings — Standards of Conduct — IndemnificationPart C: Standards of Conduct 4-27-830. General standards for directors. (a) A director shall discharge his duties as a director, including his duties as a member of a committee: (1) in good faith; (2) with the care an ordinarily prudent person in a like position would exercise under similar circumstances; and (3) in a manner he reasonably believes to be in the best interests of the corporation. (b) In discharging his duties a director is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by: (1) one (1) or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented; (2) legal counsel, public accountants, or other persons as to matters the director reasonably believes are within the person's professional or expert competence; or (3) a committee of the board of directors of which he is not a member if the director reasonably believes the committee merits confidence. (c) A director is not acting in good faith if he has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (b) of this section unwarranted. (d) A director is not liable for any action taken as a director, or any failure to take any action, if he performed the duties of his office in compliance with this section. History Acts 1987, No. 958, § 64-818. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 8 — Directors — Officers — Meetings — Standards of Conduct — IndemnificationPart C: Standards of Conduct 4-27-831. Director conflict of interest. (a) A conflict of interest transaction is a transaction with the corporation in which a director of the corporation has a direct or indirect interest. A conflict of interest transaction is not voidable by the corporation solely because of the director's interest in the transaction if any one of the following is true: (1) the material facts of the transaction and the director's interest were disclosed or known to the board of directors or a committee of the board of directors and the board of directors or committee authorized, approved, or ratified the transaction; (2) the material facts of the transaction and the director's interest were disclosed or known to the shareholders entitled to vote and they authorized, approved, or ratified the transaction; or (3) the transaction was fair to the corporation. (b) For purposes of this section, a director of the corporation has an indirect interest in a transaction and it should be considered by the board of directors of the corporation if: (1) another entity in which he has a material financial interest or in which he is a general partner is a party to the transaction; or (2) another entity of which he is a director, officer, or trustee is a party to the transaction. (c) For purposes of subsection (a)(1) of this section, a conflict of interest transaction is authorized, approved, or ratified if it receives the affirmative vote of a majority of the directors on the board of directors (or on the committee) who have no direct or indirect interest in the transaction, but a transaction may not be authorized, approved, or ratified under this section by a single director. If a majority of the directors who have no direct or indirect interest in the transaction vote to authorize, approve, or ratify the transaction, a quorum is present for the purpose of taking action under this section. The presence of, or a vote cast by, a director with a direct or indirect interest in the transaction does not affect the validity of any action taken under subsection (a)(1) of this section if the transaction is otherwise authorized, approved, or ratified as provided in that subsection. (d) For purposes of subsection (a)(2) of this section, a conflict of interest transaction is authorized, approved, or ratified if it receives the vote of a majority of the shares entitled to be counted under this subsection. Shares owned by or voted under the control of a director who has a direct or indirect interest in the transaction, and shares owned by or voted under the control of an entity described in subsection (b)(1) of this section, may not be counted in a vote of shareholders to determine whether to authorize, approve, or ratify a conflict of interest transaction under subsection (a)(2) of this section. The vote of those shares, however, is counted in determining whether the transaction is approved under other sections of this chapter. A majority of the shares, whether or not present, that are entitled to be counted in a vote on the transaction under this subsection constitutes a quorum for the purpose of taking action under this section. History Acts 1987, No. 958, § 64-819. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 8 — Directors — Officers — Meetings — Standards of Conduct — IndemnificationPart C: Standards of Conduct 4-27-832. Loans to directors. (a) Except as provided by subsection (c) of this section, a corporation may not lend money to or guarantee the obligation of a director of the corporation unless: (1) the particular loan or guarantee is approved by a majority of the votes represented by the outstanding voting shares of all classes, voting as a single voting group, except the votes of shares owned by or voted under the control of the benefited director; or (2) the corporation's board of directors determines that the loan or guarantee benefits the corporation and either approves the specific loan or guarantee or a general plan authorizing loans and guarantees. (b) The fact that a loan or guarantee is made in violation of this section does not affect the borrower's liability on the loan. (c) This section does not apply to loans and guarantees authorized by statute regulating any special class of corporations. History Acts 1987, No. 958, § 64-820. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 8 — Directors — Officers — Meetings — Standards of Conduct — IndemnificationPart C: Standards of Conduct 4-27-833. Liability for unlawful distributions. (a) Unless he complies with the applicable standards of conduct described in § 4-27-830, a director who votes for or assents to a distribution made in violation of this chapter or the articles of incorporation is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating this chapter or the articles of incorporation. (b) A director held liable for an unlawful distribution under subsection (a) of this section is entitled to contribution: (1) from every other director who voted for or assented to the distribution without complying with the applicable standards of conduct described in § 4-27-830; and (2) from each shareholder for the amount the shareholder accepted knowing the distribution was made in violation of this chapter or the articles of incorporation. History Acts 1987, No. 958, § 64-821. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 8 — Directors — Officers — Meetings — Standards of Conduct — IndemnificationPart C: Standards of Conduct 4-27-834 — 4-27-839. [Reserved.] Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 8 — Directors — Officers — Meetings — Standards of Conduct — IndemnificationPart D: Officers 4-27-840. Required officers. (a) A corporation has the officers described in its bylaws or appointed by the board of directors in accordance with the bylaws. (b) A duly appointed officer may appoint one (1) or more officers or assistant officers if authorized by the bylaws or the board of directors. (c) The bylaws or the board of directors shall delegate to one (1) of the officers responsibility for preparing minutes of the directors' and shareholders' meetings and for authenticating records of the corporation. (d) The same individual may simultaneously hold more than one (1) office in a corporation. History Acts 1987, No. 958, § 64-822. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 8 — Directors — Officers — Meetings — Standards of Conduct — IndemnificationPart D: Officers 4-27-841. Duties of officers. Each officer has the authority and shall perform the duties set forth in the bylaws or, to the extent consistent with the bylaws, the duties prescribed by the board of directors or by direction of an officer authorized by the board of directors to prescribe the duties of other officers. History Acts 1987, No. 958, § 64-823. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 8 — Directors — Officers — Meetings — Standards of Conduct — IndemnificationPart D: Officers 4-27-842. Standards of conduct for officers. (a) An officer with discretionary authority shall discharge his duties under that authority: (1) in good faith; (2) with the care an ordinarily prudent person in a like position would exercise under similar circumstances; and (3) in a manner he reasonably believes to be in the best interests of the corporation. (b) In discharging his duties an officer is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by: (1) one (1) or more officers or employees of the corporation whom the officer reasonably believes to be reliable and competent in the matters presented; or (2) legal counsel, public accountants, or other persons as to matters the officer reasonably believes are within the person's professional or expert competence. (c) An officer is not acting in good faith if he has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (b) of this section unwarranted. (d) An officer is not liable for any action taken as an officer, or any failure to take any action, if he performed the duties of his office in compliance with this section. History Acts 1987, No. 958, § 64-824. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 8 — Directors — Officers — Meetings — Standards of Conduct — IndemnificationPart D: Officers 4-27-843. Resignation and removal of officers. (a) An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective date. If a resignation is made effective at a later date and the corporation accepts the future effective date, its board of directors may fill the pending vacancy before the effective date if the board of directors provides that the successor does not take office until the effective date. (b) A board of directors may remove any officer at any time with or without cause. History Acts 1987, No. 958, § 64-825. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 8 — Directors — Officers — Meetings — Standards of Conduct — IndemnificationPart D: Officers 4-27-844. Contract rights of officers. (a) The appointment of an officer does not itself create contract rights. (b) An officer's removal does not affect the officer's contract rights, if any, with the corporation. An officer's resignation does not affect the corporation's contract rights, if any, with the officer. History Acts 1987, No. 958, § 64-826. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 8 — Directors — Officers — Meetings — Standards of Conduct — IndemnificationPart D: Officers 4-27-845 — 4-27-849. [Reserved.] Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 8 — Directors — Officers — Meetings — Standards of Conduct — IndemnificationPart D: Officers 4-27-850. Indemnification of officers, directors, employees, and agents — Insurance. (a) 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 action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee, or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. (b) 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 action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the circuit court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court of chancery or such other court shall deem proper. (c) To the extent that a director, officer, employee, or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in subsections (a) and (b) of this section, or in defense of any claim, issue, or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith. (d) Any indemnification under subsections (a) and (b) of this section (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee, or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in subsections (a) and (b) of this section. Such determination shall be made: (1) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit, or proceeding; or (2) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion; or (3) by the stockholders. (e) Expenses incurred by an officer or director in defending a civil or criminal action, suit, or proceeding may be paid by the corporation in advance of the final disposition of such action, suit, or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation as authorized in this section. Such expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the board of directors deems appropriate. (f) The indemnification and advancement of expenses provided by or granted pursuant to the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. (g) A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this section. (h) For purposes of this section, references to “the corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee, or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, shall stand in the same position under the provisions of this section with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued. (i) For purposes of this section, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the corporation” shall include any service as a director, officer, employee, or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the corporation” as referred to in this section. (j) The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors and administrators of such person. History Acts 1987, No. 958, § 64-827; 1987 (1st Ex. Sess.), No. 11, § 8. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987 Tit. 4, Subtit. 3., Ch. 27, Subch. 9 Note Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 10 — Amendment of Articles of Incorporation and Bylaws Tit. 4, Subtit. 3., Ch. 27, Subch. 10 Note Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 10 — Amendment of Articles of Incorporation and BylawsPart A: Amendment of Articles of Incorporation 4-27-1001. Authority to amend. (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 in the articles of incorporation is determined as of the effective date of the amendment. (b) A shareholder of the corporation does not have a vested property right resulting from any provision in the articles of incorporation, including provisions relating to management, control, capital structure, dividend entitlement, or purpose or duration of the corporation. History Acts 1987, No. 958, § 64-1001. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 10 — Amendment of Articles of Incorporation and BylawsPart A: Amendment of Articles of Incorporation 4-27-1002. Amendment by board of directors. 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 time when limited duration was required by law; (2) to delete the names and addresses of the initial directors; (3) to change the information required by § 4-20-105(a); (4) to change each issued and unissued authorized share of an outstanding class into a greater number of whole shares if the corporation has only shares of that class outstanding; (5) to change the corporate name by substituting the word “corporation”, “incorporated”, “company”, “limited”, or the abbreviation “corp.”, “inc.”, “co.”, or “ltd.”, for a similar word or abbreviation in the name, or by adding, deleting, or changing a geographical attribution for the name; or (6) to make any other change expressly permitted by this chapter to be made without shareholder action. History Acts 1987, No. 958, § 64-1002; 2007, No. 638, § 11. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 10 — Amendment of Articles of Incorporation and BylawsPart A: Amendment of Articles of Incorporation 4-27-1003. Amendment by board of directors and shareholders. (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 directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders with the amendment; and (2) the shareholders entitled to vote on the amendment must approve the amendment as provided in subsection (e) of this section. (c) The board of directors may condition its submission of the proposed amendment on any basis. (d) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with § 4-27-705. The notice of meeting must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy or summary of the amendment. (e) Unless this chapter, the articles of incorporation, or the board of directors (acting pursuant to subsection (c) of this section) require a greater vote or a vote by voting groups, the amendment to be adopted must be approved by: (1) a majority of the votes entitled to be cast on the amendment by any voting group with respect to which the amendment would create dissenters' rights; and (2) the votes required by § 4-27-725 and § 4-27-726 by every other voting group entitled to vote on the amendment. History Acts 1987, No. 958, § 64-1003. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 10 — Amendment of Articles of Incorporation and BylawsPart A: Amendment of Articles of Incorporation 4-27-1004. Voting on amendments by voting groups. (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 the class; (2) effect an exchange or reclassification of all or part of the shares of the class into shares of another class; (3) effect an exchange or reclassification, or create the right of exchange, of all or part of the shares of another class into shares of the class; (4) change the designation, rights, preferences, or limitations of all or part of the shares of the class; (5) change the shares of all or part of the class into a different number of shares of the same class; (6) create a new class of shares having rights or preferences with respect to distributions or to dissolutions that are prior, superior, or substantially equal to the shares of the class; (7) increase the rights, preferences, or number of authorized shares of any class that, after giving effect to the amendment, have rights or preferences with respect to distributions or to dissolutions that are prior, superior, or substantially equal to the shares of the class; (8) limit or deny an existing preemptive right of all or part of the shares of the class; or (9) cancel or otherwise affect rights to distributions or dividends that have accumulated but not yet been declared on all or part of the shares of the class. (b) If a proposed amendment would affect a series of a class of shares in one (1) or more of the ways described in subsection (a) of this section, the shares of that series are entitled to vote as a separate voting group on the proposed amendment. (c) If a proposed amendment that entitles two (2) or more series of shares to vote as separate voting groups under this section would affect those two (2) or more series in the same or a substantially similar way, the shares of all the series so affected must vote together as a single voting group on the proposed amendment. (d) A class or series of shares is entitled to the voting rights granted by this section although the articles of incorporation provide that the shares are nonvoting shares. History Acts 1987, No. 958, § 64-1004. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 10 — Amendment of Articles of Incorporation and BylawsPart A: Amendment of Articles of Incorporation 4-27-1005. Amendment before issuance of shares. 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. History Acts 1987, No. 958, § 64-1005. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 10 — Amendment of Articles of Incorporation and BylawsPart A: Amendment of Articles of Incorporation 4-27-1006. Articles of amendment. 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, or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself; (4) the date of each amendment's adoption; (5) if an amendment was adopted by the incorporators or board of directors without shareholder action, a statement to that effect and that shareholder action was not required; (6) if an amendment was approved by the shareholders: (i) the designation, number of outstanding shares, number of votes entitled to be cast by each voting group entitled to vote separately on the amendment, and number of votes of each voting group indisputably represented at the meeting; (ii) either the total number of votes cast for and against the amendment by each voting group entitled to vote separately on the amendment or the total number of undisputed votes cast for the amendment by each voting group and a statement that the number cast for the amendment by each voting group was sufficient for approval by that voting group. History Acts 1987, No. 958, § 64-1006. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 10 — Amendment of Articles of Incorporation and BylawsPart A: Amendment of Articles of Incorporation 4-27-1007. Restated articles of incorporation. (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 must be adopted as provided in § 4-27-1003. (c) If the board of directors submits a restatement for shareholder action, the corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with § 4-27-705. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed restatement and contain or be accompanied by a copy of the restatement that identifies any amendment or other change it would make in the articles. (d) A corporation restating its articles of incorporation shall deliver to the Secretary of State for filing articles of restatement setting forth the name of the corporation and the text of the restated articles of incorporation together with a certificate setting forth: (1) whether the restatement contains an amendment to the articles requiring shareholder approval and, if it does not, that the board of directors adopted the restatement; or (2) if the restatement contains an amendment to the articles requiring shareholder approval, the information required by § 4-27-1006. (e) Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to them. (f) The Secretary of State may certify restated articles of incorporation, as the articles of incorporation currently in effect, without including the certificate information required by subsection (d) of this section. History Acts 1987, No. 958, § 64-1007. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 10 — Amendment of Articles of Incorporation and BylawsPart A: Amendment of Articles of Incorporation 4-27-1008. Amendment pursuant to reorganization. (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 amendment contain only provisions required or permitted by § 4-27-202. (b) The individual or individuals designated by the court 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 approved by the court; (3) the date of the court's order or decree approving the articles of amendment; (4) the title of the reorganization proceeding in which the order or decree was entered; and (5) a statement that the court had jurisdiction of the proceeding under federal statute. (c) Shareholders of a corporation undergoing reorganization do not have dissenters' rights except as and to the extent provided in the reorganization plan. (d) This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan. History Acts 1987, No. 958, § 64-1008. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 10 — Amendment of Articles of Incorporation and BylawsPart A: Amendment of Articles of Incorporation 4-27-1009. Effect of amendment. 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 corporation's name does not abate a proceeding brought by or against the corporation in its former name. History Acts 1987, No. 958, § 64-1009. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 10 — Amendment of Articles of Incorporation and BylawsPart A: Amendment of Articles of Incorporation 4-27-1010 — 4-27-1019. [Reserved.] Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 10 — Amendment of Articles of Incorporation and BylawsPart B: Amendment of Bylaws 4-27-1020. Amendment of the bylaws by board of directors or shareholders. (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 provide expressly that the board of directors may not amend or repeal that bylaw. (b) A corporation's shareholders may amend or repeal the corporation's bylaws even though the bylaws may also be amended or repealed by its board of directors. History Acts 1987, No. 958, § 64-1010. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 10 — Amendment of Articles of Incorporation and BylawsPart B: Amendment of Bylaws 4-27-1021. Bylaw increasing quorum or voting requirement for shareholders. (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, changes, or deletes a greater quorum or voting requirement for shareholders must meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater. (b) A bylaw that fixes a greater quorum or voting requirement for shareholders under subsection (a) of this section may not be adopted, amended, or repealed by the board of directors. History Acts 1987, No. 958, § 64-1011. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 10 — Amendment of Articles of Incorporation and BylawsPart B: Amendment of Bylaws 4-27-1022. Bylaw increasing quorum or voting requirement for directors. (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 board of directors. (b) A bylaw adopted or amended by the shareholders that fixes a greater quorum or voting requirement for the board of directors may provide that it may be amended or repealed only by a specified vote of either the shareholders or the board of directors. (c) Action by the board of directors under subdivision (a)(2) of this section to adopt or amend a bylaw that changes the quorum or voting requirement for the board of directors must meet the same quorum requirement and be adopted by the same vote required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater. History Acts 1987, No. 958, § 64-1012. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 11 — Conversion and Merger Tit. 4, Subtit. 3., Ch. 27, Subch. 11 Note Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 11 — Conversion and Merger 4-27-1101. Definitions. 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 converts pursuant to §§ 4-27-1102 — 4-27-1105; (4) “Converting corporation” means a converting organization that is a corporation; (5) “Converting organization” means an organization that converts into another organization pursuant to § 4-27-1102; (6) “Governing statute” of an organization means the statute that governs the organization's internal affairs; (7) “In a record” means maintained or kept on file by the organization at an office of the organization or with the Secretary of State; (8) (A) “Organization” means: (i) A partnership, including a limited liability partnership; (ii) A limited partnership, including a limited liability limited partnership; (iii) A limited liability company; (iv) A business trust; (v) A corporation; or (vi) Any other entity that has a governing statute. (B) “Organization” includes a domestic or foreign organization whether or not the organization is organized for profit; (9) “Organizational documents” means: (A) For a domestic or foreign general partnership, its partnership agreement and, if applicable, statement of qualification; (B) For a domestic or foreign limited partnership, its certificate of limited partnership and partnership agreement; (C) For a domestic or foreign limited liability company, its certificate of organization and operating agreement, or the comparable records provided for in its governing statute; (D) For a business trust, its agreement of trust and declaration of trust; (E) For a domestic or foreign corporation for profit, its articles of incorporation, bylaws, and other agreements among its shareholders which are authorized by its governing statute, or the comparable records provided for in its governing statute; and (F) For any other organization, the records that: (i) Create the organization; (ii) Determine the internal governance of the organization; and (iii) Determine the relations among the organization's owners, members, and interested parties; and (10) “Surviving organization” means an organization into which one (1) or more other organizations are merged. History Acts 2009, No. 408, § 2; 2023, No. 108, § 2. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 11 — Conversion and Merger 4-27-1102. Conversion. (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 and is complied with; and (2) Conversion is not prohibited by the law of the jurisdiction that enacted the governing statute. (b) A plan of conversion must be in a record and must include the: (1) Name and form of the organization before conversion; (2) Name and form of the organization after conversion; (3) Terms and conditions of the conversion, including the manner and basis for converting interests in the converting organization into any combination of money, interests in the converted organization, and other consideration; and (4) Organizational documents of the converted organization. History 2009, No. 408, § 2. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 11 — Conversion and Merger 4-27-1103. Action on plan of conversion by converting corporation. (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) Communicates the basis for its determination at the time the plan of conversion is submitted to the shareholders; and (2) Shareholders entitled to vote approve the plan. (b) The board of directors may condition its submission of the proposed conversion on any basis. (c) (1) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with § 4-27-705. (2) The notice shall: (A) State that a purpose of the meeting is to consider the plan of conversion; and (B) Contain or be accompanied by a copy or summary of the plan. (d) Unless this chapter, the articles of incorporation, or the board of directors acting under subsection (b) of this section require a greater vote or a vote by voting groups, the plan of conversion to be authorized must be approved by each voting group entitled to vote separately on the plan by a majority of all the votes entitled to be cast on the plan by the voting group. (e) Subject to any contractual rights, until a conversion is filed under § 4-27-1104, a converting corporation may amend the plan or abandon the planned conversion: (1) As provided in the plan; and (2) Except as prohibited by the plan, by the same consent required to approve the plan. History 2009, No. 408, § 2. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 11 — Conversion and Merger 4-27-1104. Filings required for conversion — Effective date. (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 form of the organization and the jurisdiction of its governing statute; (C) The date the conversion is effective under the governing statute of the converted organization; (D) A statement that the conversion was approved as required by this chapter; (E) A statement that the conversion was approved as required by the governing statute of the converted organization; (F) A statement confirming that the converted organization has filed a statement appointing an agent for service of process under § 4-20-112 if the converted organization is a foreign organization not authorized to transact business in this state; and (G) (i) A copy of the plan of conversion; or (ii) A statement that: (a) Contains the address of an office of the organization where the plan of conversion is on file; and (b) A copy of the plan of conversion will be furnished by the converting corporation on request and without cost to any shareholder of the converting corporation. (b) (1) If the converting organization is not a converting corporation, the converting organization shall file articles of incorporation with the Secretary of State. (2) The articles of incorporation shall include, in addition to the information required by § 4-27-202: (A) A statement that the corporation was converted from another organization; (B) The name and form of the organization and the jurisdiction of its governing statute; and (C) A statement that the conversion was approved in a manner that complied with the organization's governing statute. (c) A conversion becomes effective: (1) If the converted organization is a corporation, when the articles of incorporation take effect; and (2) If the converted organization is not a corporation, as provided by the governing statute of the converted organization. History 2009, No. 408, § 2. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 11 — Conversion and Merger 4-27-1105. Effect of conversion. (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 debts, liabilities, and other obligations of the converting organization continue as obligations of the converted organization; (3) An action or proceeding pending by or against the converting organization may be continued as if the conversion had not occurred; (4) Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of the converting organization remain vested in the converted organization; (5) Except as otherwise provided in the plan of conversion, the terms and conditions of the plan of conversion take effect; and (6) Except as otherwise agreed, the conversion does not dissolve a converting corporation under § 4-27-1401 et seq. (c) (1) A converted organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any obligation owed by the converting corporation, if before the conversion the converting corporation was subject to suit in this state on the obligation. (2) A converted organization that is a foreign organization and not authorized to transact business in this state may be served with process under § 4-20-113 if the converted organization: (A) Fails to appoint an agent for service of process under § 4-20-112; (B) No longer has an agent for service of process; or (C) Has an agent for service of process that cannot with reasonable diligence be served. History 2009, No. 408, § 2. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 11 — Conversion and Merger 4-27-1106. Merger. (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 of a jurisdiction that enacted any of the governing statutes; and (3) Each of the other organizations complies with its governing statute in effecting the merger. (b) A plan of merger shall be in a record and shall include: (1) The name and form of each constituent organization; (2) The name and form of the surviving organization; (3) The terms and conditions of the merger, including the manner and basis for converting the interests in each constituent organization into any combination of money, interests in the surviving organization, and other consideration; and (4) Any amendments to be made by the merger to the surviving organization's organizational documents. History 2009, No. 408, § 2. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 11 — Conversion and Merger 4-27-1107. Action on plan of merger by constituent corporation. (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) Board of directors recommends the plan of merger 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) Communicates the basis for its determination at the time the plan of merger is submitted to the shareholders; and (2) Shareholders entitled to vote approve the plan. (c) The board of directors may condition its submission of the proposed merger on any basis. (d) (1) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with § 4-27-705. (2) The notice shall: (A) State that a purpose of the meeting is to consider the plan of merger; and (B) Contain or be accompanied by a copy or summary of the plan. (e) Unless this chapter, the articles of incorporation, or the board of directors acting under subsection (c) of this section require a greater vote or a vote by voting groups, the plan of merger to be authorized must be approved by the affirmative vote of the holders of a majority of the outstanding shares entitled to vote, and if by voting group, by each voting group entitled to vote separately on the plan by a majority of all the votes entitled to be cast on the plan by the voting group. (f) Separate voting by voting groups is required on a plan of merger if the plan contains a provision that, if contained in a proposed amendment to the articles of incorporation, would require action by one (1) or more separate voting groups on the proposed amendment under § 4-27-1004. (g) Action by the shareholders of the surviving corporation on a plan of merger is not required if: (1) The articles of incorporation of the surviving corporation will not differ except for amendments enumerated in § 4-27-1002 from its articles before the merger; (2) Each shareholder of the surviving corporation whose shares were outstanding immediately before the effective date of the merger will hold the same number of shares or the interest comparable to shares in an entity other than a corporation, with identical designations, preferences, limitations, and relative rights immediately after the merger; (3) The number of voting shares outstanding immediately after the merger plus the number of voting shares issuable as a result of the merger either by the conversion of securities issued pursuant to the merger or by the exercise of rights and warrants issued pursuant to the merger, will not exceed by more than twenty percent (20%) the total number of voting shares of the surviving corporation outstanding immediately before the merger; and (4) The number of participating shares outstanding immediately after the merger plus the number of participating shares issuable as a result of the merger either by the conversion of securities issued pursuant to the merger or by the exercise of rights and warrants issued pursuant to the merger, will not exceed by more than twenty percent (20%) the total number of participating shares outstanding immediately before the merger. (h) As used in subsection (g) of this section: (1) “Participating shares” means shares that entitle their holders to participate without limitation in distributions; and (2) “Voting shares” means shares that entitle their holders to vote unconditionally in elections of directors. (i) Subject to any contractual rights, at any time before articles of merger are filed the planned merger may be abandoned without further shareholder action in accordance with the procedure set forth in the plan of merger or, if none is set forth, in the manner determined by the board of directors. History 2009, No. 408, § 2. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 11 — Conversion and Merger 4-27-1108. Merger of subsidiary. (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 board of directors of the parent corporation shall adopt a plan of merger that sets forth: (1) The names of the parent corporation and the subsidiary corporation; and (2) The manner and basis of converting the shares of the subsidiary corporation into: (A) Shares, obligations, or other securities of the parent corporation or any other corporation; or (B) Cash or other property. (c) The parent corporation shall mail a copy or summary of the plan of merger to each shareholder of the subsidiary who does not waive the mailing requirement in writing. (d) The parent corporation may not deliver articles of merger to the Secretary of State for filing until at least thirty (30) days after the date the parent corporation mailed a copy of the plan of merger to each shareholder of the subsidiary corporation who did not waive the mailing requirement. (e) Articles of merger under this section may not contain amendments to the articles of incorporation of the parent corporation except for amendments enumerated in § 4-27-1002. History Acts 2009, No. 408, § 2. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 11 — Conversion and Merger 4-27-1109. Filings required for merger — Effective date. (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 of its governing statute; (2) The name and form of the surviving organization and the jurisdiction of its governing statute; (3) The date the merger is effective under the governing statute of the surviving organization; (4) Any amendments provided for in the plan of merger for the organizational document of the surviving organization; (5) A statement as to each constituent organization that the merger was approved as required by the organization's governing statute; (6) A statement confirming that the surviving organization has filed a statement appointing an agent for service of process under § 4-20-112 if the surviving organization is a foreign organization not authorized to transact business in this state; (7) (A) A copy of the plan of merger; or (B) A statement that: (i) Contains the address of an office of the surviving organization where the plan of merger is on file; and (ii) A copy of the plan of merger will be furnished by the surviving organization on request and without cost to any shareholder, member, partner, or other owner of any constituent organization; and (8) Any additional information required by the governing statute of any constituent organization. (c) Each constituent organization shall deliver the articles of merger for filing in the office of the Secretary of State. (d) A merger becomes effective under this subchapter: (1) If the surviving organization is a corporation, upon the later of: (A) Compliance with subsection (c) of this section; or (B) The date specified in the articles of merger; or (2) If the surviving organization is not a corporation, as provided by the governing statute of the surviving organization. History Acts 2009, No. 408, § 2. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 11 — Conversion and Merger 4-27-1110. Effect of merger. (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 ceases to exist vests in the surviving organization; (4) All debts, liabilities, and other obligations of each constituent organization that ceases to exist continue as obligations of the surviving organization; (5) An action or proceeding pending by or against a constituent organization that ceases to exist may continue as if the merger had not occurred; (6) Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of each constituent organization that ceases to exist vest in the surviving organization; (7) Except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect; (8) Except as otherwise agreed, if a constituent corporation ceases to exist, the merger does not dissolve the corporation for the purposes of § 4-27-1401 et seq.; and (9) Any amendments provided for in the articles of merger for the organizational documents of the surviving organization become effective. (b) (1) A surviving organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any obligation owed by a constituent organization if before the merger the constituent organization was subject to suit in this state on the obligation. (2) A surviving organization that is a foreign organization and not authorized to transact business in this state may be served with process under § 4-20-113 if the surviving organization: (A) Fails to appoint an agent for service of process under § 4-20-112; (B) No longer has an agent for service of process; or (C) Has an agent for service of process that cannot with reasonable diligence be served. History Acts 2009, No. 408, § 2. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 11 — Conversion and Merger 4-27-1111. Chapter not exclusive. This chapter does not preclude an organization from being converted or merged under other law. History Acts 2009, No. 408, § 2. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 12 — Sale of Assets 4-27-1201. Sale of assets in regular course of business and mortgage of assets. (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, dedicate to the repayment of indebtedness (whether with or without recourse), or otherwise encumber any or all of its property whether or not in the usual and regular course of business; or (3) transfer any or all of its property to a corporation all the shares of which are owned by the corporation. (b) Unless the articles of incorporation or another provision of this chapter so require, approval by the shareholders of a transaction described in subsection (a) of this section is not required. History Acts 1987, No. 958, § 64-1201. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 12 — Sale of Assets 4-27-1202. Sale of assets other than in regular course of business. (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 corporation's board of directors, if the board of directors proposes and its shareholders approve the proposed transaction. (b) For a transaction to be authorized: (1) the board of directors must recommend the proposed transaction to the shareholders unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders with the submission of the proposed transaction; and (2) the shareholders entitled to vote must approve the transaction. (c) The board of directors may condition its submission of the proposed transaction on any basis. (d) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with § 4-27-705. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the sale, lease, exchange, or other disposition of all, or substantially all, the property of the corporation and contain or be accompanied by a description of the transaction. (e) Unless the articles of incorporation or the board of directors (acting pursuant to subsection (c) of this section) require a greater vote or a vote by voting groups, the transaction to be authorized must be approved by a majority of all the votes entitled to be cast on the transaction. (f) After a sale, lease, exchange, or other disposition of property is authorized, the transaction may be abandoned (subject to any contractual rights) without further shareholder action. (g) A transaction that constitutes a distribution is governed by § 4-27-640 and not by this section. History Acts 1987, No. 958, § 64-1202. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 13 — Dissenters' Rights Tit. 4, Subtit. 3., Ch. 27, Subch. 13 Note Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 13 — Dissenters' RightsPart A: Right to Dissent and Obtain Payment for Shares 4-27-1301. Definitions. 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 corporate action under § 4-27-1302 and who exercises that right when and in the manner required by §§ 4-27-1320 — 4-27-1328. (3) “Fair value”, with respect to a dissenter's shares, means the value of the shares immediately before the effectuation of the corporate action to which the dissenter objects, excluding any appreciation or depreciation in anticipation of the corporate action unless exclusion would be inequitable. (4) “Interest” means interest from the effective date of the corporate action until the date of payment, at the average rate currently paid by the corporation on its principal bank loans or, if none, at a rate that is fair and equitable under all the circumstances. (5) “Record shareholder” means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation. (6) “Beneficial shareholder” means the person who is a beneficial owner of shares held in a voting trust or by a nominee as the record shareholder. (7) “Shareholder” means the record shareholder or the beneficial shareholder. History Acts 1987, No. 958, § 64-1301; 1987 (1st Ex. Sess.), No. 11, § 10. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 13 — Dissenters' RightsPart A: Right to Dissent and Obtain Payment for Shares 4-27-1302. Right of dissent. (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 merger to which the corporation is a party if: (A) Shareholder approval is required for the merger by § 4-27-1107 or the articles of incorporation and the shareholder is entitled to vote on the merger; or (B) The corporation is a subsidiary that is merged with its parent under § 4-27-1108; (3) Consummation of a plan of share exchange to which the corporation is a party as the corporation whose shares will be acquired, if the shareholder is entitled to vote on the plan; (4) Consummation of a sale or exchange of all, or substantially all, of the property of the corporation other than in the usual and regular course of business, if the shareholder is entitled to vote on the sale or exchange, including a sale in dissolution, but not including a sale under court order or a sale for cash under a plan by which all or substantially all of the net proceeds of the sale will be distributed to the shareholders within one (1) year after the date of sale; (5) An amendment to the articles of incorporation that materially and adversely affects rights in respect of a dissenter's shares because it: (i) Alters or abolishes a preferential right of the shares; (ii) Creates, alters, or abolishes a right in respect of redemption, including a provision respecting a sinking fund for the redemption or repurchase of the shares; (iii) Alters or abolishes a preemptive right of the holder of the shares to acquire shares or other securities; (iv) Excludes or limits the right of the shares to vote on any matter, or to cumulate votes, other than a limitation by dilution through issuance of shares or other securities with similar voting rights; or (v) Reduces the number of shares owned by the shareholder to a fraction of a share if the fractional share so created is to be acquired for cash under § 4-27-604; or (6) Any corporate action taken pursuant to a shareholder vote to the extent the articles of incorporation, bylaws, or a resolution of the board of directors provide that voting or nonvoting shareholders are entitled to dissent and obtain payment for their shares. (b) A shareholder entitled to dissent and obtain payment for the shareholder's shares under this subchapter may not challenge the corporate action creating the shareholder's entitlement unless the action is unlawful or fraudulent with respect to the shareholder or the corporation. History Acts 1987, No. 958, § 64-1302; 1987 (1st Ex. Sess.), No. 11, § 11; 2009, No. 408, §§ 3, 9. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 13 — Dissenters' RightsPart A: Right to Dissent and Obtain Payment for Shares 4-27-1303. Dissent by nominees and beneficial owners. (a) A record shareholder may assert dissenters' rights as to fewer than all the shares registered in his name only if he dissents with respect to all shares beneficially owned by any one (1) person and notifies the corporation in writing of the name and address of each person on whose behalf he asserts dissenters' rights. The rights of a partial dissenter under this subsection are determined as if the shares as to which he dissents and his other shares were registered in the names of different shareholders. (b) A beneficial shareholder may assert dissenters' rights as to shares held on his behalf only if: (1) he submits to the corporation the record shareholder's written consent to the dissent not later than the time the beneficial shareholder asserts dissenters' rights; and (2) he does so with respect to all shares of which he is the beneficial shareholder or over which he has power to direct the vote. History Acts 1987, No. 958, § 64-1303. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 13 — Dissenters' RightsPart A: Right to Dissent and Obtain Payment for Shares 4-27-1304 — 4-27-1319. [Reserved.] Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 13 — Dissenters' RightsPart B: Procedure for Exercise of Dissenters' Rights 4-27-1320. Notice of dissenters' rights. (a) If proposed corporate action creating dissenters' rights under § 4-27-1302 is submitted to a vote at a shareholders' meeting, the meeting notice must state that shareholders are or may be entitled to assert dissenters' rights under this chapter and be accompanied by a copy of this chapter. (b) If corporate action creating dissenters' rights under § 4-27-1302 is taken without a vote of shareholders, the corporation shall notify in writing all shareholders entitled to assert dissenters' rights that the action was taken and send them the dissenters' notice described in § 4-27-1322. History Acts 1987, No. 958, § 64-1304. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 13 — Dissenters' RightsPart B: Procedure for Exercise of Dissenters' Rights 4-27-1321. Notice of intent to demand payment. (a) If proposed corporate action creating dissenters' rights under § 4-27-1302 is submitted to a vote at a shareholders' meeting, a shareholder who wishes to assert dissenters' rights (1) must deliver to the corporation before the vote is taken written notice of his intent to demand payment for his shares if the proposed action is effectuated and (2) must not vote his shares in favor of the proposed action. (b) A shareholder who does not satisfy the requirements of subsection (a) of this section is not entitled to payment for his shares under this subchapter. History Acts 1987, No. 958, § 64-1305. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 13 — Dissenters' RightsPart B: Procedure for Exercise of Dissenters' Rights 4-27-1322. Dissenters' notice. (a) If proposed corporate action creating dissenters' rights under § 4-27-1302 is authorized at a shareholders' meeting, the corporation shall deliver a written dissenters' notice to all shareholders who satisfied the requirements of § 4-27-1321. (b) The dissenters' notice must be sent no later than ten (10) days after the corporate action was taken, and must: (1) state where the payment demand must be sent and where and when certificates for certificated shares must be deposited; (2) inform holders of uncertificated shares to what extent transfer of the shares will be restricted after the payment demand is received; (3) supply a form for demanding payment that includes the date of the first announcement to news media or to shareholders of the terms of the proposed corporate action and requires that the person asserting dissenters' rights certify whether or not he acquired beneficial ownership of the shares before that date; (4) set a date by which the corporation must receive the payment demand, which date may not be fewer than thirty (30) nor more than sixty (60) days after the date the subsection (a) notice is delivered; and (5) be accompanied by a copy of this subchapter. History Acts 1987, No. 958, § 64-1306. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 13 — Dissenters' RightsPart B: Procedure for Exercise of Dissenters' Rights 4-27-1323. Duty to demand payment. (a) A shareholder sent a dissenters' notice described in § 4-27-1322 must demand payment, certify whether he acquired beneficial ownership of the shares before the date required to be set forth in the dissenters' notice pursuant to § 4-27-1322(b)(3), and deposit his certificates in accordance with the terms of the notice. (b) The shareholder who demands payment and deposits his share certificates under subsection (a) of this section retains all other rights of a shareholder until these rights are cancelled or modified by the taking of the proposed corporate action. (c) A shareholder who does not demand payment or deposit his share certificates where required, each by the date set in the dissenters' notice, is not entitled to payment for his shares under this subchapter. History Acts 1987, No. 958, § 64-1307. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 13 — Dissenters' RightsPart B: Procedure for Exercise of Dissenters' Rights 4-27-1324. Share restrictions. (a) The corporation may restrict the transfer of uncertificated shares from the date the demand for their payment is received until the proposed corporate action is taken or the restrictions released under § 4-27-1326. (b) The person for whom dissenters' rights are asserted as to uncertificated shares retains all other rights of a shareholder until these rights are cancelled or modified by the taking of the proposed corporate action. History Acts 1987, No. 958, § 64-1308. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 13 — Dissenters' RightsPart B: Procedure for Exercise of Dissenters' Rights 4-27-1325. Payment. (a) Except as provided in § 4-27-1327, as soon as the proposed corporate action is taken, or upon receipt of a payment demand, the corporation shall pay each dissenter who complied with § 4-27-1323 the amount the corporation estimates to be the fair value of his shares, plus accrued interest. (b) The payment must be accompanied by: (1) the corporation's balance sheet as of the end of a fiscal year ending not more than sixteen (16) months before the date of payment, an income statement for that year, a statement of changes in shareholders' equity for that year, and the latest available interim financial statements, if any; (2) a statement of the corporation's estimate of the fair value of the shares; (3) an explanation of how the interest was calculated; (4) a statement of the dissenter's right to demand payment under § 4-27-1328; and (5) a copy of this subchapter. History Acts 1987, No. 958, § 64-1309. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 13 — Dissenters' RightsPart B: Procedure for Exercise of Dissenters' Rights 4-27-1326. Failure to take action. (a) If the corporation does not take the proposed action within sixty (60) days after the date set for demanding payment and depositing share certificates, the corporation shall return the deposited certificates and release the transfer restrictions imposed on uncertificated shares. (b) If after returning deposited certificates and releasing transfer restrictions, the corporation takes the proposed action, it must send a new dissenters' notice under § 4-27-1322 and repeat the payment demand procedure. History Acts 1987, No. 958, § 64-1310. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 13 — Dissenters' RightsPart B: Procedure for Exercise of Dissenters' Rights 4-27-1327. After-acquired shares. (a) A corporation may elect to withhold payment required by § 4-27-1325 from a dissenter unless he was the beneficial owner of the shares before the date set forth in the dissenters' notice as the date of the first announcement to news media or to shareholders of the terms of the proposed corporate action. (b) To the extent the corporation elects to withhold payment under subsection (a) of this section, after taking the proposed corporate action, it shall estimate the fair value of the shares, plus accrued interest, and shall pay this amount to each dissenter who agrees to accept it in full satisfaction of his demand. The corporation shall send with its offer a statement of its estimate of the fair value of the shares, an explanation of how the interest was calculated, and a statement of the dissenter's right to demand payment under § 4-27-1328. History Acts 1987, No. 958, § 64-1311. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 13 — Dissenters' RightsPart B: Procedure for Exercise of Dissenters' Rights 4-27-1328. Procedure if shareholder dissatisfied with payment or offer. (a) A dissenter may notify the corporation in writing of his own estimate of the fair value of his shares and amount of interest due, and demand payment of his estimate (less any payment under § 4-27-1325), or reject the corporation's offer under § 4-27-1327 and demand payment of the fair value of his shares and interest due, if: (1) the dissenter believes that the amount paid under § 4-27-1325 or offered under § 4-27-1327 is less than the fair value of his shares or that the interest due is incorrectly calculated; (2) the corporation fails to make payment under § 4-27-1325 within sixty (60) days after the date set for demanding payment; or (3) the corporation, having failed to take the proposed action, does not return the deposited certificates or release the transfer restrictions imposed on uncertificated shares within sixty (60) days after the date set for demanding payment. (b) A dissenter waives his right to demand payment under this section unless he notifies the corporation of his demand in writing under subsection (a) of this section within thirty (30) days after the corporation made or offered payment for his shares. History Acts 1987, No. 958, § 64-1312. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 13 — Dissenters' RightsPart B: Procedure for Exercise of Dissenters' Rights 4-27-1329. [Reserved.] Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 13 — Dissenters' RightsPart C: Judicial Appraisal of Shares 4-27-1330. Court action. (a) If a demand for payment under § 4-27-1328 remains unsettled, the corporation shall commence a proceeding within sixty (60) days after receiving the payment demand and petition the court to determine the fair value of the shares and accrued interest. If the corporation does not commence the proceeding within the sixty-day period, it shall pay each dissenter whose demand remains unsettled the amount demanded. (b) The corporation shall commence the proceeding in the circuit court of the county where the corporation's principal office is located or the Pulaski County Circuit Court if the corporation does not have a principal office in this state. If the corporation is a foreign corporation, it shall commence the proceeding in the county in this state where the principal office of the domestic corporation merged with or whose shares were acquired by the foreign corporation was located. (c) The corporation shall make all dissenters (whether or not residents of this state) whose demands remain unsettled parties to the proceeding as in an action against their shares and all parties must be served with a copy of the petition. Nonresidents may be served by registered or certified mail or by publication as provided by law. (d) The jurisdiction of the court in which the proceeding is commenced under subsection (b) of this section is plenary and exclusive. The court may appoint one (1) or more persons as appraisers to receive evidence and recommend decision on the question of fair value. The appraisers have the powers described in the order appointing them, or in any amendment to it. The dissenters are entitled to the same discovery rights as parties in other civil proceedings. (e) Each dissenter made a party to the proceeding is entitled to judgment (1) for the amount, if any, by which the court finds the fair value of his shares, plus interest, exceeds the amount paid by the corporation or (2) for the fair value, plus accrued interest, of his after-acquired shares for which the corporation elected to withhold payment under § 4-27-1327. History Acts 1987, No. 958, § 64-1313; 2007, No. 638, § 13. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 13 — Dissenters' RightsPart C: Judicial Appraisal of Shares 4-27-1331. Court costs and counsel fees. (a) The court in an appraisal proceeding commenced under § 4-27-1330 shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the costs against the corporation, except that the court may assess costs against all or some of the dissenters, in amounts the court finds equitable, to the extent the court finds the dissenters acted arbitrarily, vexatiously, or not in good faith in demanding payment under § 4-27-1328. (b) The court may also assess the fees and expenses of counsel and experts for the respective parties, in amounts the court finds equitable: (1) against the corporation and in favor of any or all dissenters if the court finds the corporation did not substantially comply with the requirements of §§ 4-27-1320 — 4-27-1328; or (2) against either the corporation or a dissenter, in favor of any other party, if the court finds that the party against whom the fees and expenses are assessed acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this chapter. (c) If the court finds that the services of counsel for any dissenter were of substantial benefit to other dissenters similarly situated, and that the fees for those services should not be assessed against the corporation, the court may award to these counsel reasonable fees to be paid out of the amounts awarded the dissenters who were benefited. History Acts 1987, No. 958, § 64-1314. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 14 — Dissolution Tit. 4, Subtit. 3., Ch. 27, Subch. 14 Note Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 14 — DissolutionPart A: Voluntary Dissolution 4-27-1401. Dissolution by incorporators or initial directors. A majority of the incorporators or initial directors of a corporation that has not issued shares or has not commenced business may dissolve the corporation by delivering to the Secretary of State for filing articles of dissolution that set forth: (1) the name of the corporation; (2) the date of its incorporation; (3) either (i) that none of the corporation's shares has been issued or (ii) that the corporation has not commenced business; (4) that no debt of the corporation remains unpaid; (5) that the net assets of the corporation remaining after winding up have been distributed to the shareholders, if shares were issued; and (6) that a majority of the incorporators or initial directors authorized the dissolution. History Acts 1987, No. 958, § 64-1401. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 14 — DissolutionPart A: Voluntary Dissolution 4-27-1402. Dissolution by board of directors and shareholders. (a) A corporation's board of directors may propose dissolution for submission to the shareholders. (b) For a proposal to dissolve to be adopted: (1) the board of directors must recommend dissolution to the shareholders unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders; and (2) the shareholders entitled to vote must approve the proposal to dissolve as provided in subsection (e) of this section. (c) The board of directors may condition its submission of the proposal for dissolution on any basis. (d) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with § 4-27-705. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation. (e) Unless the articles of incorporation or the board of directors (acting pursuant to subsection (c) of this section) require a greater vote or a vote by voting groups, the proposal to dissolve to be adopted must be approved by a majority of all the votes entitled to be cast on that proposal. History Acts 1987, No. 958, § 64-1402. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 14 — DissolutionPart A: Voluntary Dissolution 4-27-1403. Articles of dissolution. (a) At any time after dissolution is authorized, the corporation may dissolve by delivering to the Secretary of State for filing articles of dissolution setting forth: (1) the name of the corporation; (2) the date dissolution was authorized; (3) if dissolution was approved by the shareholders: (i) the number of votes entitled to be cast on the proposal to dissolve; and (ii) either the total number of votes cast for and against dissolution or the total number of undisputed votes cast for dissolution and a statement that the number cast for dissolution was sufficient for approval; (4) if voting by voting groups was required, the information required by subdivision (3) of this subsection must be separately provided for each voting group entitled to vote separately on the plan to dissolve. (b) A corporation is dissolved upon the effective date of its articles of dissolution. History Acts 1987, No. 958, § 64-1403. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 14 — DissolutionPart A: Voluntary Dissolution 4-27-1404. Revocation of dissolution. (a) A corporation may revoke its dissolution within one hundred twenty (120) days of its effective date. (b) Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board of directors alone, in which event the board of directors may revoke the dissolution without shareholder action. (c) After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the Secretary of State for filing articles of revocation of dissolution, together with a copy of its articles of dissolution, that set forth: (1) the name of the corporation; (2) the effective date of the dissolution that was revoked; (3) the date that the revocation of dissolution was authorized; (4) if the corporation's board of directors (or incorporators) revoked the dissolution, a statement to that effect; (5) if the corporation's board of directors revoked a dissolution authorized by the shareholders, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and (6) if shareholder action was required to revoke the dissolution, the information required by § 4-27-1403(a)(3) or (a)(4). (d) Revocation of dissolution is effective upon the effective date of the articles of revocation of dissolution. (e) When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on its business as if dissolution had never occurred. History Acts 1987, No. 958, § 64-1404. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 14 — DissolutionPart A: Voluntary Dissolution 4-27-1405. Effect of dissolution. (a) A dissolved corporation continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including: (1) collecting its assets; (2) disposing of its properties that will not be distributed in kind to its shareholders; (3) discharging or making provision for discharging its liabilities; (4) distributing its remaining property among its shareholders according to their interests; and (5) doing every other act necessary to wind up and liquidate its business and affairs. (b) Dissolution of a corporation does not: (1) transfer title to the corporation's property; (2) prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation's share transfer records; (3) subject its directors or officers to standards of conduct different from those prescribed in § 4-27-801 et seq.; (4) change quorum or voting requirements for its board of directors or shareholders; change provisions for selection, resignation, or removal of its directors or officers or both; or change provisions for amending its bylaws; (5) prevent commencement of a proceeding by or against the corporation in its corporate name; (6) abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or (7) terminate the authority of the registered agent of the corporation. History Acts 1987, No. 958, § 64-1405. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 14 — DissolutionPart A: Voluntary Dissolution 4-27-1406. Known claims against dissolved corporation. (a) A dissolved corporation may dispose of the known claims against it by following the procedure described in this section. (b) The dissolved corporation shall notify its known claimants in writing of the dissolution at any time after its effective date. The written notice must: (1) describe information that must be included in a claim; (2) provide a mailing address where a claim may be sent; (3) state the deadline, which may not be fewer than one hundred twenty (120) days from the effective date of the written notice, by which the dissolved corporation must receive the claim; and (4) state that the claim will be barred if not received by the deadline. (c) A claim against the dissolved corporation is barred: (1) if a claimant who was given written notice under subsection (b) of this section does not deliver the claim to the dissolved corporation by the deadline; (2) if a claimant whose claim was rejected by the dissolved corporation does not commence a proceeding to enforce the claim within ninety (90) days from the effective date of the rejection notice. (d) For purposes of this section, “claim” does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution. History Acts 1987, No. 958, § 64-1406. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 14 — DissolutionPart A: Voluntary Dissolution 4-27-1407. Unknown claims against dissolved corporation. (a) A dissolved corporation may also publish notice of its dissolution and request that persons with claims against the corporation present them in accordance with the notice. (b) The notice must: (1) be published one (1) time in a newspaper of general circulation in the county where the dissolved corporation's principal office is or was last located or in a newspaper of general circulation in Pulaski County if the corporation did not have a principal office in this state; (2) describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and (3) state that a claim against the corporation will be barred unless a proceeding to enforce the claim is commenced within five (5) years after the publication of the notice. (c) If the dissolved corporation publishes a newspaper notice in accordance with subsection (b) of this section, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved corporation within five (5) years after the publication date of the newspaper notice: (1) a claimant who did not receive written notice under § 4-27-1406; (2) a claimant whose claim was timely sent to the dissolved corporation but not acted on; (3) a claimant whose claim is contingent or based on an event occurring after the effective date of dissolution. (d) A claim may be enforced under this section: (1) against the dissolved corporation, to the extent of its undistributed assets; or (2) if the assets have been distributed in liquidation, against a shareholder of the dissolved corporation to the extent of his pro rata share of the claim or the corporate assets distributed to him in liquidation, whichever is less, but a shareholder's total liability for all claims under this section may not exceed the total amount of assets distributed to him. History Acts 1987, No. 958, § 64-1407; 1987 (1st Ex. Sess.), No. 11, § 12; 2007, No. 638, § 14. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 14 — DissolutionPart A: Voluntary Dissolution 4-27-1408 — 4-27-1419. [Reserved.] Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 14 — DissolutionPart B: Administrative Dissolution 4-27-1420. Grounds for administrative dissolution. The Secretary of State may commence a proceeding under § 4-27-1421 to administratively dissolve a corporation if: (1) the corporation does not pay within sixty (60) days after they are due any franchise taxes or penalties imposed by this chapter or other law; (2) the corporation does not deliver its annual franchise tax report to the Secretary of State within sixty (60) days after it is due; (3) the corporation is without a registered agent in this state for sixty (60) days or more; (4) the corporation does not notify the Secretary of State within sixty (60) days that its registered agent has been changed or has resigned; or (5) the corporation's period of duration stated in its articles of incorporation expires. History Acts 1987, No. 958, § 64-1408; 2007, No. 638, § 15; 2019, No. 819, § 7; 2021, No. 523, § 6. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 14 — DissolutionPart B: Administrative Dissolution 4-27-1421. Procedure for and effect of administrative dissolution. (a) If the Secretary of State determines that one (1) or more grounds exist under § 4-27-1420 for dissolving a corporation, he or she shall serve the corporation with written notice of his or her determination. (b) If the corporation does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the Secretary of State that each ground determined by the Secretary of State does not exist within sixty (60) days after service of the notice is perfected, the Secretary of State shall administratively dissolve the corporation by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The Secretary of State shall file the original of the certificate and serve a copy on the corporation. (c) A corporation administratively dissolved continues its corporate existence but may not carry on any business except that necessary to wind up and liquidate its business and affairs under § 4-27-1405 and notify claimants under §§ 4-27-1406 and 4-27-1407. (d) The administrative dissolution of a corporation does not terminate the authority of its registered agent. History Acts 1987, No. 958, § 64-1409; 2007, No. 638, § 16. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 14 — DissolutionPart B: Administrative Dissolution 4-27-1422. Reinstatement following administrative dissolution. (a) A corporation administratively dissolved under § 4-27-1421 may apply to the Secretary of State for reinstatement within two (2) years after the effective date of dissolution. The application must: (1) recite the name of the corporation and the effective date of its administrative dissolution; (2) state that the ground or grounds for dissolution either did not exist or have been eliminated; (3) state that the corporation's name satisfies the requirements of § 4-27-401; and (4) contain one (1) or more certificates from appropriate state taxing authorities reciting that all taxes owed by the corporation have been paid. (b) If the Secretary of State determines that the application contains the information required by subsection (a) of this section and that the information is correct, he or she shall cancel the certificate of dissolution and prepare a certificate of reinstatement that recites his or her determination and the effective date of reinstatement, file the original of the certificate, and serve a copy on the corporation. (c) When the reinstatement is effective, it relates back to and takes effect as of the date of the administrative dissolution and the corporation resumes carrying on its business as if the administrative dissolution had never occurred. History Acts 1987, No. 958, § 64-1410; 2007, No. 638, § 17. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 14 — DissolutionPart B: Administrative Dissolution 4-27-1423. Appeal from denial of reinstatement. (a) If the Secretary of State denies a corporation's application for reinstatement following administrative dissolution, he or she shall serve the corporation with a written notice that explains the reason or reasons for denial. (b) The corporation may appeal the denial of reinstatement to the Pulaski County Circuit Court within thirty (30) days after service of the notice of denial is perfected. The corporation appeals by petitioning the court to set aside the dissolution and attaching to the petition copies of the Secretary of State's certificate of dissolution, the corporation's application for reinstatement, and the Secretary of State's notice of denial. (c) The court may summarily order the Secretary of State to reinstate the dissolved corporation or may take other action the court considers appropriate. (d) The court's final decision may be appealed as in other civil proceedings. History Acts 1987, No. 958, § 64-1411; 2007, No. 638, § 18. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 14 — DissolutionPart B: Administrative Dissolution 4-27-1424 — 4-27-1429. [Reserved.] Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 14 — DissolutionPart C: Judicial Dissolution 4-27-1430. Grounds for judicial dissolution. The Pulaski County Circuit Court, in the case of a proceeding brought by the Attorney General, or the circuit court of the county in which the corporation's principal office (or, if none in this state, its registered office) is located in the case of a proceeding brought by a shareholder, may dissolve a corporation: (1) in a proceeding by the Attorney General, if it is established that: (i) the corporation obtained its articles of incorporation through fraud; or (ii) the corporation has continued to exceed or abuse the authority conferred upon it by law; (2) In a proceeding by a shareholder, if it is established that: (i) the directors are deadlocked in the management of the corporate affairs, the shareholders are unable to break the deadlock, and irreparable injury to the corporation is threatened or being suffered, or the business and affairs of the corporation can no longer be conducted to the advantage of the shareholders generally, because of the deadlock; (ii) the directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent; (iii) the shareholders are deadlocked in voting power and have failed, for a period that includes at least two (2) consecutive annual meeting dates, to elect successors to directors whose terms have expired; or (iv) the corporate assets are being misapplied or wasted; (3) In a proceeding by a creditor, if it is established that: (i) the creditor's claim has been reduced to judgment, the execution on the judgment returned unsatisfied, and the corporation is insolvent; or (ii) the corporation has admitted in writing that the creditor's claim is due and owing and the corporation is insolvent; or (4) In a proceeding by the corporation to have its voluntary dissolution continued under court supervision. History Acts 1987, No. 958, § 64-1412. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 14 — DissolutionPart C: Judicial Dissolution 4-27-1431. Procedure for judicial dissolution. (a) Venue for a proceeding by the Attorney General to dissolve a corporation lies in the Pulaski County Circuit Court. Venue for a proceeding brought by any other party named in § 4-27-1430 lies in the county where a corporation's principal office is or was last located or the Pulaski County Circuit Court if the corporation does not have a principal office in this state. (b) It is not necessary to make shareholders parties to a proceeding to dissolve a corporation unless relief is sought against them individually. (c) A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs, take other action required to preserve the corporate assets wherever located, and carry on the business of the corporation until a full hearing can be held. History Acts 1987, No. 958, § 64-1413; 1987 (1st Ex. Sess.), No. 11, § 13; 2007, No. 638, § 19. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 14 — DissolutionPart C: Judicial Dissolution 4-27-1432. Receivership or custodianship. (a) A court in a judicial proceeding brought to dissolve a corporation may appoint one (1) or more receivers to wind up and liquidate, or one (1) or more custodians to manage, the business and affairs of the corporation. The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian. The court appointing a receiver or custodian has exclusive jurisdiction over the corporation and all of its property wherever located. (b) The court may appoint an individual or a domestic or foreign corporation (authorized to transact business in this state) as a receiver or custodian. The court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs. (c) The court shall describe the powers and duties of the receiver or custodian in its appointing order, which may be amended from time to time. Among other powers: (1) the receiver (i) may dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, if authorized by the court; and (ii) may sue and defend in his own name as receiver of the corporation in all courts of this state; (2) the custodian may exercise all of the powers of the corporation, through or in place of its board of directors or officers, to the extent necessary to manage the affairs of the corporation in the best interests of its shareholders and creditors. (d) The court during a receivership may redesignate the receiver a custodian, and during a custodianship may redesignate the custodian a receiver, if doing so is in the best interests of the corporation, its shareholders, and creditors. (e) The court from time to time during the receivership or custodianship may order compensation paid and expense disbursements or reimbursements made to the receiver or custodian and his counsel from the assets of the corporation or proceeds from the sale of the assets. History Acts 1987, No. 958, § 64-1414. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 14 — DissolutionPart C: Judicial Dissolution 4-27-1433. Decree of dissolution. (a) If after a hearing the court determines that one (1) or more grounds for judicial dissolution described in § 4-27-1430 exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the court shall deliver a certified copy of the decree to the Secretary of State, who shall file it. (b) After entering the decree of dissolution, the court shall direct the winding up and liquidation of the corporation's business and affairs in accordance with § 4-27-1405 and the notification of claimants in accordance with §§ 4-27-1406 and 4-27-1407. History Acts 1987, No. 958, § 64-1415. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 14 — DissolutionPart C: Judicial Dissolution 4-27-1434 — 4-27-1439. [Reserved.] Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 14 — DissolutionPart D: Miscellaneous 4-27-1440. Deposit with Treasurer of State. Assets of a dissolved corporation that should be transferred to a creditor, claimant, or shareholder of the corporation who cannot be found or who is not competent to receive them shall be reduced to cash and deposited with the Treasurer of State or other appropriate state official for safekeeping. When the creditor, claimant, or shareholder furnishes satisfactory proof of entitlement to the amount deposited, the Treasurer of State or other appropriate state official shall pay him or his representative that amount. History Acts 1987, No. 958, § 64-1416. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 15 — Foreign Corporations Tit. 4, Subtit. 3., Ch. 27, Subch. 15 Note Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 15 — Foreign CorporationsPart A: Certificate of Authority 4-27-1501. Authority to transact business required. (a) A foreign corporation may not transact business in this state until it obtains a certificate of authority from the Secretary of State. (b) The following activities, among others, do not constitute transacting business within the meaning of subsection (a) of this section: (1) Maintaining, defending, or settling any proceeding; (2) Holding meetings of the board of directors or shareholders, or carrying on other activities concerning internal corporate affairs; (3) Maintaining bank accounts; (4) Maintaining offices or agencies for the transfer, exchange, and registration of the corporation's own securities or maintaining trustees or depositaries with respect to those securities; (5) Selling through independent contractors; (6) Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts; (7) Creating or acquiring indebtedness, mortgages, and security interests in real or personal property; (8) Securing or collecting debts or enforcing mortgages and security interests in property securing the debts; (9) Owning, without more, real or personal property; (10) Conducting an isolated transaction that is completed within thirty (30) days and that is not one in the course of repeated transactions of a like nature; (11) Transacting business in interstate commerce. (c) The list of activities in subsection (b) of this section is not exhaustive. History Acts 1987, No. 958, § 64-1501; 1987 (1st Ex. Sess.), No. 11, § 14. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 15 — Foreign CorporationsPart A: Certificate of Authority 4-27-1502. Consequences of transacting business without authority. (a) A foreign corporation transacting business in this state without a certificate of authority may not maintain a proceeding in any court in this state until it obtains a certificate of authority. (b) The successor to a foreign corporation that transacted business in this state without a certificate of authority and the assignee of a cause of action arising out of that business may not maintain a proceeding based on that cause of action in any court in this state until the foreign corporation or its successor obtains a certificate of authority. (c) A court may stay a proceeding commenced by a foreign corporation, its successor, or assignee until it determines whether the foreign corporation or its successor requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign corporation or its successor obtains the certificate. (d) (1) (A) A foreign corporation that transacts business in this state without a certificate of authority shall pay a civil penalty to the state for each year and partial year during which it transacts business in this state without a certificate of authority. (B) The penalty shall be the total of all fees imposed by this chapter upon a foreign corporation that properly obtains and renews a certificate of authority and all penalties imposed by this chapter for the failure to obtain or renew a certificate of authority. (2) In addition to the penalty imposed under subdivision (d)(1) of this section, a foreign corporation that transacts business in this state without a certificate of authority shall pay a civil penalty to the state not to exceed five thousand dollars ($5,000) for each year and partial year during which it transacted business without a certificate of authority, beginning with the date it began transacting business in this state and ending on the date it obtains a certificate of authority. (3) (A) The penalties imposed by this subsection may be recovered in a suit brought by the Secretary of State. (B) (i) In addition to any civil penalty, if the court finds that a foreign corporation has transacted business in violation of this chapter, then the court shall issue an injunction restraining the foreign corporation from any further transactions or the exercise of any rights and privileges in this state. (ii) The injunction shall remain in effect until: (a) All civil penalties and any interest and court costs assessed by the court have been paid; and (b) The foreign corporation has complied with the provisions of this subchapter. (e) The failure of a foreign corporation to obtain a certificate of authority does not impair the validity of its corporate acts or prevent it from defending any proceeding in this state. History Acts 1987, No. 958, § 64-1502; 2005, No. 1925, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 15 — Foreign CorporationsPart A: Certificate of Authority 4-27-1503. Application for certificate of authority. (a) A foreign corporation may apply for a certificate of authority to transact business in this state by delivering an application to the Secretary of State for filing. The application must set forth: (1) the name of the foreign corporation or, if its name is unavailable for use in this state, a corporate name that satisfies the requirements of § 4-27-1506; (2) the name of the state or country under whose law it is incorporated; (3) its date of incorporation and period of duration; (4) the street address of its principal office; (5) the information required by § 4-20-105(a); and (6) the number and par value, if any, of shares of the corporation's capital stock owned or to be owned by residents of this state. (b) The foreign corporation shall deliver with the completed application a certificate of existence (or a document of similar import) duly authenticated by the Secretary of State or other official having custody of corporate records in the state or country under whose law it is incorporated. History Acts 1987, No. 958, § 64-1503; 2007, No. 638, § 20. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 15 — Foreign CorporationsPart A: Certificate of Authority 4-27-1504. Amended certificate of authority. (a) A foreign corporation authorized to transact business in this state must obtain an amended certificate of authority from the Secretary of State if it changes: (1) its corporate name; (2) the period of its duration; (3) any of the information required by § 4-20-105(a); or (4) the state or country of its incorporation. (b) The requirements of § 4-27-1503 for obtaining an original certificate of authority apply to obtaining an amended certificate under this section. History Acts 1987, No. 958, § 64-1504; 2007, No. 638, § 21. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 15 — Foreign CorporationsPart A: Certificate of Authority 4-27-1505. Effect of certificate of authority. (a) A certificate of authority authorizes the foreign corporation to which it is issued to transact business in this state subject, however, to the right of the state to revoke the certificate as provided in this chapter. (b) A foreign corporation with a valid certificate of authority has the same but no greater rights and has the same but no greater privileges as, and except as otherwise provided by this chapter, is subject to the same duties, restrictions, penalties, and liabilities now or later imposed on, a domestic corporation of like character. (c) This chapter does not authorize this state to regulate the organization or internal affairs of a foreign corporation authorized to transact business in this state. History Acts 1987, No. 958, § 64-1505. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 15 — Foreign CorporationsPart A: Certificate of Authority 4-27-1506. Corporate name of foreign corporation. (a) If the corporate name of a foreign corporation does not satisfy the requirements of § 4-27-401, the foreign corporation to obtain or maintain a certificate of authority to transact business in this state: (1) may add the word “corporation”, “incorporated”, “company”, or “limited”, or the abbreviation “corp.”, “inc.”, “co.”, or “ltd.”, to its corporate name for use in this state; or (2) may use a fictitious name to transact business in this state if its real name is unavailable and it delivers to the Secretary of State for filing a copy of the resolution of its board of directors, certified by its secretary, adopting the fictitious name. (b) Except as authorized by subsections (c) and (d) of this section, the corporate name (including a fictitious name adopted because its real name is unavailable) of a foreign corporation must be distinguished upon the records of the Secretary of State from: (1) the corporate name of a corporation incorporated or authorized to transact business in this state; (2) a corporate name reserved or registered under § 4-27-402 or § 4-27-403; (3) the fictitious name, adopted because its real name was unavailable, of another foreign corporation authorized to transact business in this state; and (4) the corporate name of a not-for-profit corporation incorporated or authorized to transact business in this state. (c) A foreign corporation may apply to the Secretary of State for authorization to use in this state the name of another corporation (incorporated or authorized to transact business in this state) that is not distinguishable upon his records from the name applied for. The Secretary of State shall authorize use of the name applied for if: (1) the other corporation consents to the use in writing and submits an undertaking in form satisfactory to the Secretary of State to change its name to a name that is distinguishable upon the records of the Secretary of State from the name of the applying corporation; or (2) the applicant delivers to the Secretary of State a certified copy of a final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state. (d) A foreign corporation may use in this state the name (including the fictitious name) of another domestic or foreign corporation that is used in this state if the other corporation is incorporated or authorized to transact business in this state and the foreign corporation: (1) has merged with the other corporation; (2) has been formed by reorganization of the other corporation; or (3) has acquired all or substantially all of the assets, including the corporate name, of the other corporation. (e) If a foreign corporation authorized to transact business in this state changes its corporate name to one that does not satisfy the requirements of § 4-27-401, it may not transact business in this state under the changed name until it adopts a name satisfying the requirements of § 4-27-401 and obtains an amended certificate of authority under § 4-27-1504. History Acts 1987, No. 958, § 64-1506; 1987 (1st Ex. Sess.), No. 11, § 15. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 15 — Foreign CorporationsPart A: Certificate of Authority 4-27-1507 — 4-27-1509. [Repealed.] Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 15 — Foreign CorporationsPart A: Certificate of Authority 4-27-1510. Service on foreign corporation. (a) The registered agent of a foreign corporation authorized to transact business in this state is the corporation's agent for service of process, notice, or demand required or permitted by law to be served on the foreign corporation. (b) A foreign corporation may be served by registered or certified mail, return receipt requested, addressed to the secretary of the foreign corporation at its principal office shown in its application for a certificate of authority or in its most recent annual franchise tax report if the foreign corporation: (1) has no registered agent or its registered agent cannot with reasonable diligence be served; (2) has withdrawn from transacting business in this state under § 4-27-1520; or (3) has had its certificate of authority revoked under § 4-27-1531. (c) Service is perfected under subsection (b) of this section at the earliest of: (1) the date the foreign corporation receives the mail; (2) the date shown on the return receipt, if signed on behalf of the foreign corporation; or (3) five (5) days after its deposit in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed. (d) This section does not prescribe the only means, or necessarily the required means, of serving a foreign corporation. History Acts 1987, No. 958, § 64-1510. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 15 — Foreign CorporationsPart A: Certificate of Authority 4-27-1511 — 4-27-1519. [Reserved.] Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 15 — Foreign CorporationsPart B: Withdrawal 4-27-1520. Withdrawal of foreign corporation. (a) A foreign corporation authorized to transact business in this state may not withdraw from this state until it obtains a certificate of withdrawal from the Secretary of State. (b) A foreign corporation authorized to transact business in this state may apply for a certificate of withdrawal by delivering an application to the Secretary of State for filing. The application must set forth: (1) the name of the foreign corporation and the name of the state or country under whose law it is incorporated; (2) that it is not transacting business in this state and that it surrenders its authority to transact business in this state; (3) that it revokes the authority of its registered agent to accept service on its behalf and appoints the Secretary of State as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to transact business in this state; (4) a mailing address to which the Secretary of State may mail a copy of any process served on him under subdivision (b)(3) of this section; and (5) a commitment to notify the Secretary of State in the future of any change in its mailing address. (c) After the withdrawal of the corporation is effective, service of process on the Secretary of State under this section is service on the foreign corporation. Upon receipt of process, the Secretary of State shall mail a copy of the process to the foreign corporation at the mailing address set forth under subsection (b) of this section. History Acts 1987, No. 958, § 64-1511. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 15 — Foreign CorporationsPart B: Withdrawal 4-27-1521 — 4-27-1529. [Reserved.] Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 15 — Foreign CorporationsPart C: Revocation of Certificate of Authority 4-27-1530. Grounds for revocation. The Secretary of State may commence a proceeding under § 4-27-1531 to revoke the certificate of authority of a foreign corporation authorized to transact business in this state if: (1) the foreign corporation does not deliver its annual franchise tax report to the Secretary of State within sixty (60) days after it is due; (2) the foreign corporation does not pay within sixty (60) days after they are due any franchise taxes or penalties imposed by this chapter or other law; (3) the foreign corporation is without a registered agent in this state for sixty (60) days or more; (4) the foreign corporation does not file an appropriate notice with the Secretary of State within sixty (60) days of the change or resignation of the foreign corporation's registered agent; (5) an incorporator, director, officer, or agent of the foreign corporation signed a document he or she knew was false in any material respect with intent that the document be delivered to the Secretary of State for filing; (6) the Secretary of State receives a duly authenticated certificate from the Secretary of State or other official having custody of corporate records in the state or country under whose law the foreign corporation is incorporated stating that it has been dissolved or disappeared as the result of a merger. History Acts 1987, No. 958, § 64-1512; 1987 (1st Ex. Sess.), No. 11, § 17; 2007, No. 638, § 23; 2019, No. 819, § 8; 2021, No. 523, § 7. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 15 — Foreign CorporationsPart C: Revocation of Certificate of Authority 4-27-1531. Procedure for and effect of revocation. (a) If the Secretary of State determines that one (1) or more grounds exist under § 4-27-1530 for revocation of a certificate of authority, he shall serve the foreign corporation with written notice of his determination under § 4-27-1510. (b) If the foreign corporation does not correct each ground for revocation or demonstrate to the reasonable satisfaction of the Secretary of State that each ground determined by the Secretary of State does not exist within sixty (60) days after service of the notice is perfected under § 4-27-1510, the Secretary of State may revoke the foreign corporation's certificate of authority by signing a certificate of revocation that recites the ground or grounds for revocation and its effective date. The Secretary of State shall file the original of the certificate and serve a copy on the foreign corporation under § 4-27-1510. (c) The authority of a foreign corporation to transact business in this state ceases on the date shown on the certificate revoking its certificate of authority. (d) The Secretary of State's revocation of a foreign corporation's certificate of authority appoints the Secretary of State the foreign corporation's agent for service of process in any proceeding based on a cause of action which arose during the time the foreign corporation was authorized to transact business in this state. Service of process on the Secretary of State under this subsection is service on the foreign corporation. Upon receipt of process, the Secretary of State shall mail a copy of the process to the secretary of the foreign corporation at its principal office shown in its most recent annual franchise tax report or in any subsequent communication received from the corporation stating the current mailing address of its principal office, or, if none are on file, in its application for a certificate of authority. (e) Revocation of a foreign corporation's certificate of authority does not terminate the authority of the registered agent of the corporation. History Acts 1987, No. 958, § 64-1513. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 15 — Foreign CorporationsPart C: Revocation of Certificate of Authority 4-27-1532. Appeal from revocation. (a) A foreign corporation may appeal the Secretary of State's revocation of its certificate of authority to the Pulaski County Circuit Court within thirty (30) days after service of the certificate of revocation is perfected under § 4-27-1510. The foreign corporation appeals by petitioning the court to set aside the revocation and attaching to the petition copies of its certificate of authority and the Secretary of State's certificate of revocation. (b) The court may summarily order the Secretary of State to reinstate the certificate of authority or may take any other action the court considers appropriate. (c) The court's final decision may be appealed as in other civil proceedings. History Acts 1987, No. 958, § 64-1514. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 16 — Records and Reports Tit. 4, Subtit. 3., Ch. 27, Subch. 16 Note Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 16 — Records and ReportsPart A: Records 4-27-1601. Corporate records. (a) A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, and a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation. (b) A corporation shall maintain appropriate accounting records. (c) A corporation or its agent shall maintain a record of its shareholders, in a form that permits preparation of a list of the names and addresses of all shareholders, in alphabetical order by class of shares showing the number and class of shares held by each. (d) A corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time. (e) A corporation shall keep a copy of the following records at its principal office: (1) its articles or restated articles of incorporation and all amendments to them currently in effect; (2) its bylaws or restated bylaws and all amendments to them currently in effect; (3) resolutions adopted by its board of directors creating one (1) or more classes or series of shares, and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding; (4) the minutes of all shareholders' meetings, and records of all action taken by shareholders without a meeting, for the past three (3) years; (5) all written communications to shareholders generally within the past three (3) years, including the financial statements furnished for the past three (3) years under § 4-27-1620; (6) a list of the names and business addresses of its current directors and officers; and (7) its most recent annual franchise tax report delivered to the Secretary of State under § 4-27-1622. History Acts 1987, No. 958, § 64-1601; 2019, No. 819, § 9; 2021, No. 523, § 8. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 16 — Records and ReportsPart A: Records 4-27-1602. Inspection of records by shareholders. (a) A shareholder of a corporation is entitled to inspect and copy, during regular business hours at the corporation's principal office, any of the records of the corporation described in § 4-27-1601(e) if he gives the corporation written notice of his demand at least five (5) business days before the date on which he wishes to inspect and copy. (b) A shareholder of a corporation is entitled to inspect and copy, during regular business hours at a reasonable location specified by the corporation, any of the following records of the corporation if the shareholder meets the requirements of subsection (c) of this section and gives the corporation written notice of his demand at least five (5) business days before the date on which he wishes to inspect and copy: (1) excerpts from minutes of any meeting of the board of directors, records of any action of a committee of the board of directors while acting in place of the board of directors on behalf of the corporation, minutes of any meeting of the shareholders, and records of action taken by the shareholders or board of directors without a meeting, to the extent not subject to inspection under subsection (a) of this section; (2) accounting records of the corporation; and (3) the record of shareholders. (c) A shareholder may inspect and copy the records described in subsection (b) of this section only if: (1) his demand is made in good faith and for a proper purpose; (2) he describes with reasonable particularity his purpose and the records he desires to inspect; and (3) the records are directly connected with his purpose. (d) The right of inspection granted by this section may not be abolished or limited by a corporation's articles of incorporation or bylaws. (e) This section does not affect: (1) the right of a shareholder to inspect records under § 4-27-720 or, if the shareholder is in litigation with the corporation, to the same extent as any other litigant; (2) the power of a court, independently of this chapter, to compel the production of corporate records for examination. (f) For purposes of this section, “shareholder” includes a beneficial owner whose shares are held in a voting trust or by a nominee on his behalf. History Acts 1987, No. 958, § 64-1602; 1987 (1st Ex. Sess.), No. 11, § 18. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 16 — Records and ReportsPart A: Records 4-27-1603. Scope of inspection right. (a) A shareholder's agent or attorney has the same inspection and copying rights as the shareholder he represents. (b) The right to copy records under § 4-27-1602 includes, if reasonable, the right to receive copies made by photographic, xerographic, or other means. (c) The corporation may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the shareholder. The charge may not exceed the estimated cost of production or reproduction of the records. (d) The corporation may comply with a shareholder's demand to inspect the record of shareholders under § 4-27-1602(b)(3) by providing him with a list of its shareholders that was compiled no earlier than the date of the shareholder's demand. History Acts 1987, No. 958, § 64-1603. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 16 — Records and ReportsPart A: Records 4-27-1604. Court-ordered inspection. (a) If a corporation does not allow a shareholder who complies with § 4-27-1602(a) to inspect and copy any records required by that subsection to be available for inspection, the circuit court of the county where the corporation's principal office is located or the Pulaski County Circuit Court, if the corporation does not have a principal office in this state, may summarily order inspection and copying of the records demanded at the corporation's expense upon application of the shareholder. (b) If a corporation does not within a reasonable time allow a shareholder to inspect and copy any other record, the shareholder who complies with § 4-27-1602(b) and (c) may apply to the circuit court in the county where the corporation's principal office is located or the Pulaski County Circuit Court, if the corporation does not have a principal office in this state, for an order to permit inspection and copying of the records demanded. The court shall dispose of an application under this subsection on an expedited basis. (c) If the court orders inspection and copying of the records demanded, it shall also order the corporation to pay the shareholder's costs (including reasonable counsel fees) incurred to obtain the order unless the corporation proves that it refused inspection in good faith because it had a reasonable basis for doubt about the right of the shareholder to inspect the records demanded. (d) If the court orders inspection and copying of the records demanded, it may impose reasonable restrictions on the use or distribution of the records by the demanding shareholder. History Acts 1987, No. 958, § 64-1604; 2007, No. 638, § 24. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 16 — Records and ReportsPart A: Records 4-27-1605 — 4-27-1619. [Reserved.] Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 16 — Records and ReportsPart B: Reports 4-27-1620. Financial statements for shareholders. (a) A corporation shall furnish its shareholders annual financial statements, which may be consolidated or combined statements of the corporation and one (1) or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of changes in shareholders' equity for the year unless that information appears elsewhere in the financial statements. If financial statements are prepared for the corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis. (b) If the annual financial statements are reported upon by a public accountant, his report must accompany them. If not, the statements must be accompanied by a statement of the president or the person responsible for the corporation's accounting records: (1) stating his reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation; and (2) describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year. (c) A corporation shall furnish the annual financial statements to each shareholder within one hundred twenty (120) days after the close of each fiscal year. Thereafter, on written request from a shareholder who was not furnished the statements, the corporation shall furnish the shareholder the latest financial statements. (d) (1) The requirement to furnish annual financial statements as described in subsection (c) of this section may be satisfied by sending annual financial statements to the shareholder's last known address as shown in the corporation's records by mail or, if a shareholder has provided an appropriate address for sending notices to the shareholder, by electronic mail or facsimile transmission. (2) So long as a corporation has an outstanding class of securities registered under section 12 of the Securities Exchange Act of 1934, 15 U.S.C. § 78a et seq., the requirement to furnish annual financial statements may also be satisfied by the corporation's compliance with 17 C.F.R. § 240.14a-16, as it existed on January 1, 2017, with respect to the obligation of a corporation to furnish an annual financial report to shareholders in accordance with 17 C.F.R. § 240.14a-3(b), as it existed on January 1, 2017. History Acts 1987, No. 958, § 64-1605; 2017, No. 553, §§ 1, 2. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 16 — Records and ReportsPart B: Reports 4-27-1621. Other reports to shareholders. If a corporation indemnifies or advances expenses to a director under § 4-27-850 in connection with a proceeding by or in the right of the corporation, the corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next shareholders' meeting. History Acts 1987, No. 958, § 64-1606. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 16 — Records and ReportsPart B: Reports 4-27-1622. Annual franchise tax report for Secretary of State. (a) Each domestic corporation, and each foreign corporation authorized to transact business in this state, shall deliver to the Secretary of State for filing an annual franchise tax report that sets forth: (1) the name of the corporation; (2) the jurisdiction under which the corporation is incorporated; (3) the information required by § 4-20-105(a); (4) the address of its principal office, as defined in § 4-27-140, wherever it is located; (5) the names of its principal officers; (6) the total number of authorized shares, itemized by class and series, if any, within each class; (7) the total number of issued and outstanding shares, itemized by class and series, if any, within each class; and (8) such other information as the Secretary of State may specify in a form promulgated under § 4-27-121(a). (b) The requirements as to the applicability, use, and filing of the annual franchise tax report shall be as set forth in the Arkansas Corporate Franchise Tax Act of 1979, § 26-54-101 et seq. History Acts 1987, No. 958, § 64-1607; 2007, No. 638, § 25; 2019, No. 819, § 10; 2021, No. 523, § 9; 2023, No. 459, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 17 — Transition Provisions Tit. 4, Subtit. 3., Ch. 27, Subch. 17 Note Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 17 — Transition Provisions 4-27-1701. Application to existing domestic corporations. This chapter applies to all domestic corporations incorporated on or after its effective date as specified in § 4-27-1706. A corporation incorporated prior to such effective date under any general statute of this state providing for incorporation of corporations for profit may elect to be governed by the provisions of this chapter by amending its articles of incorporation to provide that it shall be so governed. Such election may be made at any time on or after midnight, December 31, 1987, but once made shall be irrevocable. The amendment to the articles of incorporation effecting such election must be approved by the affirmative vote of the holders of at least two-thirds (⅔) of the shares of each outstanding class of the corporation's capital stock. Domestic corporations existing prior to midnight, December 31, 1987, which do not elect to be governed by its provisions shall continue to be governed by preexisting law. History Acts 1987, No. 958, § 64-1701. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 17 — Transition Provisions 4-27-1702. Application to qualified foreign corporations. A foreign corporation authorized to transact business in this state at midnight, December 31, 1987, is subject to this chapter but is not required to obtain a new certificate of authority to transact business under this chapter. History Acts 1987, No. 958, § 64-1702. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 17 — Transition Provisions 4-27-1703. Saving provisions. (a) Except as provided in subsection (b) of this section, the repeal of a statute by this chapter does not affect: (1) the operation of the statute or any action taken under it before its repeal; (2) any ratification, right, remedy, privilege, obligation, or liability acquired, accrued, or incurred under the statute before its repeal; (3) any violation of the statute, or any penalty, forfeiture, or punishment incurred because of the violation, before its repeal; (4) any proceeding, reorganization, or dissolution commenced under the statute before its repeal, and the proceeding, reorganization, or dissolution may be completed in accordance with the statute as if it had not been repealed. (b) If a penalty or punishment imposed for violation of a statute repealed by this chapter is reduced by this chapter, the penalty or punishment, if not already imposed, shall be imposed in accordance with this chapter. History Acts 1987, No. 958, § 64-1703. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 17 — Transition Provisions 4-27-1704. Severability. If any provision of this chapter or its application to any person or circumstance is held invalid by a court of competent jurisdiction, the invalidity does not affect other provisions or applications of this chapter that can be given effect without the invalid provision or application, and to this end the provisions of this chapter are severable. History Acts 1987, No. 958, § 64-1704. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 17 — Transition Provisions 4-27-1705. Fees. The fees chargeable by the Secretary of State for services under the Arkansas Business Corporation Act, § 4-26-101 et seq. shall be as follows: Click here to view table. History Acts 1987, No. 958, § 64-1705; 1987 (1st Ex. Sess.), No. 11, § 19; 2007, No. 638, § 26; 2007, No. 646, § 2. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 17 — Transition Provisions 4-27-1706. Effective date. This chapter shall be effective on and after midnight, December 31, 1987. History Acts 1987, No. 958, § 64-1706. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 18 — Share Exchange 4-27-1801. Share exchange. (a) A corporation may acquire all of the outstanding shares of one (1) or more classes or series of another corporation if the board of directors and shareholders if required by § 4-27-1802 of each corporation approve the exchange. (b) The plan of exchange shall set forth: (1) The name of the corporation whose shares will be acquired and the name of the acquiring corporation; (2) The terms and conditions of the exchange; and (3) The manner and basis of exchanging the shares to be acquired for: (A) Shares, obligations, or other securities of the acquiring corporation or any other corporation; or (B) Cash or other property. (c) The plan of exchange may set forth other provisions relating to the exchange. (d) This section does not limit the power of a corporation to acquire all or part of the shares of one (1) or more classes or series of another corporation through a voluntary exchange or otherwise. History Acts 2009, No. 408, § 4. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 18 — Share Exchange 4-27-1802. Action on plan of share exchange. (a) After adopting a plan of share exchange, the board of directors of each corporation whose shares will be acquired in the share exchange shall submit the plan of share exchange for approval by its shareholders. (b) A plan of share exchange may be approved if the: (1) Board of directors recommends the plan of share exchange 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) Communicates the basis for its determination at the time the plan of share exchange is submitted to the shareholders; and (2) Shareholders entitled to vote approve the plan. (c) The board of directors may condition its submission of the proposed plan of share exchange on any basis. (d) (1) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with § 4-27-705. (2) The notice shall: (A) State that a purpose of the meeting is to consider the plan of share exchange; and (B) Contain or be accompanied by a copy or summary of the plan. (e) Unless this chapter, the articles of incorporation, or the board of directors acting under subsection (c) of this section require a greater vote or a vote by voting groups, the plan of share exchange to be authorized must be approved by the affirmative vote of the holders of a majority of the outstanding shares entitled to vote and, if by voting group, by each voting group entitled to vote separately on the plan by a majority of all the votes entitled to be cast on the plan by the voting group. (f) (1) Separate voting by voting groups is required on a plan of share exchange by each class or series of shares included in the exchange. (2) Each class or series constitutes a separate voting group. (g) Subject to any contractual rights, until articles of share exchange are filed the planned share exchange may be abandoned without further shareholder action in accordance with the procedure set forth in the plan of share exchange or, if none is set forth, in the manner determined by the board of directors. History Acts 2009, No. 408, § 4. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 18 — Share Exchange 4-27-1803. Articles of share exchange. (a) After a plan of share exchange is approved by the shareholders or adopted by the board of directors if shareholder approval is not required, the surviving or acquiring corporation shall file articles of share exchange with the Secretary of State. (b) The articles of share exchange shall include: (1) (A) A copy of the plan of share exchange; or (B) A statement that: (i) Contains the address of an office of the surviving corporation where the plan of share exchange is on file; and (ii) A copy of the plan of share exchange will be furnished by the surviving corporation on request and without cost to any shareholder, member, partner, or other owner of any constituent organization; (2) If shareholder approval was not required, a statement that shareholder approval was required; (3) If the approval of the shareholders of one (1) or more corporations to the share exchange was required: (A) The designation, number of outstanding shares, and number of votes entitled to be cast by each voting group entitled to vote separately on the plan as to each corporation; and (B) (i) The total number of votes cast for and against the plan by each voting group entitled to vote separately on the plan; or (ii) The total number of undisputed votes cast for the plan separately by each voting group; and (4) A statement that the number of votes cast for the plan by each voting group was sufficient for approval by that voting group. (c) A share exchange takes effect upon the effective date of the articles of share exchange. History Acts 2009, No. 408, § 4. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 18 — Share Exchange 4-27-1804. Effect of share exchange. When a share exchange takes effect, the shares of each acquired corporation are exchanged as provided in the plan and the former holders of the shares are entitled only to: (1) The exchange rights provided in the articles of share exchange; or (2) The rights of the former holders of the shares under § 4-27-1301 et seq. History Acts 2009, No. 408, § 4. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 19 — Arkansas Business Portal Act Tit. 4, Subtit. 3., Ch. 27, Subch. 19 Note Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 19 — Arkansas Business Portal Act 4-27-1901. Title. This subchapter shall be known and may be cited as the “Arkansas Business Portal Act”. History Acts 2015, No. 1190, § 2. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 19 — Arkansas Business Portal Act 4-27-1902. Purpose. It is the purpose of this subchapter to provide access for a state business portal to facilitate interaction among businesses and governmental agencies located in this state by allowing businesses to conduct necessary transactions with various governmental agencies through use of a state business portal. History Acts 2015, No. 1190, § 2. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 19 — Arkansas Business Portal Act 4-27-1903. Definitions. As used in this subchapter: (1) “Business” means a person or entity that: (A) Performs a service or engages in a trade for profit and is required by the Internal Revenue Service to file a: (i) Schedule C, Form 1040, Profit or Loss From Business, or its equivalent or successor form; (ii) Schedule E, Form 1040, Supplemental Income and Loss, or its equivalent or successor form; or (iii) Schedule F, Form 1040, Profit or Loss From Farming, or its equivalent or successor form, for that activity; or (B) Is organized as a business under this chapter, including an entity that is required to file an annual report with the Secretary of State, whether or not the entity performs a service or engages in a trade or business for profit; (2) “State business license” means any license issued to a business in this state; and (3) “Wages” means any remuneration paid for personal services, including commissions and bonuses, and payable in any medium other than cash. History Acts 2015, No. 1190, § 2. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 19 — Arkansas Business Portal Act 4-27-1904. Administration — Duties of the Secretary of State. The Secretary of State shall: (1) Administer this subchapter; (2) Establish, through cooperative efforts, the standards and requirements necessary to design, build, and implement the State Business Portal; (3) Establish the standards and requirements necessary for a state or local agency to participate in the portal; (4) Authorize a state or local agency to participate in the portal if the Secretary of State determines that the agency meets the standards and requirements necessary to participate; (5) Determine the appropriate requirements to be used by businesses and governmental agencies conducting transactions through use of the portal; (6) Adopt procedures to administer this subchapter; and (7) (A) Establish a unique identifier for each business entity registered to do business in this state. (B) The unique identifier shall be: (i) Alphabetical, alphanumeric, or numeric as determined by the Secretary of State; (ii) Unique to each registered business entity; (iii) The statewide business identifier for each business entity; and (iv) Recognized by all state, county, city, and local governments as the unique business identifier for each business entity registered in this state. History Acts 2015, No. 1190, § 2. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 19 — Arkansas Business Portal Act 4-27-1905. Funding. (a) The Secretary of State shall use cash funds of the office of the Secretary of State to administer this subchapter. (b) The Secretary of State may use cash funds to: (1) Enter into contracts or agreements with private or public entities to assist the Secretary of State in establishing, operating, or maintaining the State Business Portal; and (2) Apply for and accept a gift, donation, bequest, grant, or other source of money to carry out this subchapter. History Acts 2015, No. 1190, § 2. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 19 — Arkansas Business Portal Act 4-27-1906. Applications for licenses — Initial — Renewal. (a) A business may submit an application to the Secretary of State on a form prescribed by the Secretary of State for a state business license under this subchapter. (b) (1) A business shall renew the state business license annually as long as the business is operating within this state. (2) A business shall apply for renewal of a license issued under this subchapter by submitting an application for renewal on the form prescribed by the Secretary of State. (c) An application for a state business license under this subchapter shall: (1) Be made using an online form as determined by the Secretary of State; (2) (A) State the name under which the applicant transacts or intends to transact business. (B) If the applicant is an entity organized under this chapter and on file with the Secretary of State, the applicant shall state the exact name on file with the Secretary of State, including the entity number as assigned by the Secretary of State, if known, and all the applicant's places of business; (3) Be accompanied by a fee in the amount of one hundred fifty dollars ($150); and (4) Include any other information that the Secretary of State deems necessary. (d) If an applicant is an entity organized under this chapter and on file with the Secretary of State and the applicant does not have an established principal place of business located within the state, the address of the applicant's registered agent is the location of the applicant's principal place of business within this state. (e) The application shall be signed by: (1) The owner of a business that is owned by a natural person; (2) A member or partner of an association or partnership; (3) A general partner of a limited partnership; (4) A managing partner of a limited-liability partnership; (5) A manager or managing member of a limited-liability company; or (6) An officer of a corporation or an individual specifically authorized by the corporation to sign the application. (f) If the application for a state business license is defective or incomplete, the Secretary of State may return the incomplete application to the applicant to complete or to submit proper payment. (g) A state business license under this subchapter does not replace or substitute an authorization or license required to conduct business from a local jurisdiction where the business activity is conducted. (h) A person may apply for a license under this subchapter if a business for which a person is responsible: (1) Is organized under this chapter; (2) Has an office or other base of operations within this state; (3) Has a registered agent that is located within this state; and (4) Pays wages or other remuneration to an individual who performs any duties associated with the business within this state. History Acts 2015, No. 1190, § 2. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 19 — Arkansas Business Portal Act 4-27-1907. Rules. The Secretary of State shall adopt rules to implement and administer this subchapter. History Acts 2015, No. 1190, § 2. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 27 Business Corporation Act of 1987Subchapter 19 — Arkansas Business Portal Act 4-27-1908. Noncompliance. (a) If a person that holds a state business license fails to comply with this subchapter or any rule of the Secretary of State adopted under this subchapter, the Secretary of State may revoke or suspend the state business license of the person as determined by the Secretary of State. (b) If a state business license is suspended or revoked, the Secretary of State shall provide written notice of the action to the licensee. (c) The Secretary of State shall not issue a new license to the former holder of a revoked state business license unless the Secretary of State finds that the applicant is complying with this subchapter and the rules of the Secretary of State adopted under this subchapter. History Acts 2015, No. 1190, § 2. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit Organizations Tit. 4, Subtit. 3., Ch. 28 Note Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit OrganizationsSubchapter 1 — General Provisions Tit. 4, Subtit. 3., Ch. 28, Subch. 1 Note Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit OrganizationsSubchapter 1 — General Provisions 4-28-101. Fairs and associations of public nature. (a) Agricultural and mechanical fair associations and other associations of a public nature and designed to promote the public good may be constituted bodies politic and corporate in the manner provided by law for business corporations, and the capital stock may be divided and held in shares of two dollars ($2.00) each. (b) No profits or dividends shall ever be declared or paid under this section; however, dividends may be paid to the amount of money paid in by the stockholders on their respective shares. (c) This section shall not be construed to prohibit the associations from being chartered and incorporated with the powers and privileges and in the manner provided by law. History Acts 1875 (Adj. Sess.), No. 77, §§ 1-3, p. 152; C. & M. Dig., §§ 1796, 1797; Pope's Dig., §§ 2260, 2261; A.S.A. 1947, §§ 64-1309 — 64-1311. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit OrganizationsSubchapter 1 — General Provisions 4-28-102. Religious, literary, benevolent, etc., corporations — Fees. There shall be allowed and collected by the Secretary of State, and accounted for by him or her to the State Treasury in the same manner as all other fees are or shall be directed to be accounted for by state officers, a fee for receiving each draft of articles, or charter, of a private incorporation created for religious, literary, benevolent, or scientific purposes and not for purposes of pecuniary profit, directly or indirectly, of two dollars and fifty cents ($2.50). History Acts 1875, No. 77, § 1, p. 167; 1881, No. 40, § 1, p. 73; C. & M. Dig., § 1818; A.S.A. 1947, § 64-1312. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit OrganizationsSubchapter 1 — General Provisions 4-28-103. Statutory life insurance beneficiaries. (a) For the purposes of this section, “public funds” means all federal, state, county, municipal, or other funds received from any taxing unit. (b) (1) Nonprofit corporations shall not use public funds to purchase key-man life insurance as a form of deferred compensation. (2) The insured employee shall not receive any cash values or other benefits from the purchase of key-man life insurance with public funds. (3) Nonprofit corporations purchasing key-man life insurance with public funds shall not transfer ownership or any other rights under such policies directly or indirectly to the insured. (c) Nonprofit corporations violating subsection (b) of this section shall not be eligible to receive any public funds for a period of two (2) years from the date the violations are discovered. (d) (1) (A) Notwithstanding any other law or rule to the contrary, any religious, educational, charitable, or benevolent institution, organization, corporation, association, or trust, including, but not limited to, charitable remainder trusts, may be named beneficiary or owner, or both, of the policy or contract by any applicant for insurance upon his or her own life in any policy of life insurance issued by any life insurance company authorized to do business in this state or in the state of domicile of the applicant for insurance. (B) The applicant for insurance shall be deemed to have an unlimited insurable interest in his or her own life and is entitled to name any of the institutions as beneficiary of the insurance, and the beneficiaries or owners, or both, shall have the right to receive all death benefits provided for by the policy and to exercise the rights of ownership if granted ownership. (2) As to any life insurance policies heretofore issued by insurers naming any of the aforementioned institutions as beneficiaries or owners, or both, if the applicant for insurance was also the insured, the beneficiaries or owners, or both, shall be entitled to receive all death benefits provided by the policy and to exercise the rights of ownership if granted ownership. History Acts 1987, No. 240, §§ 1-3; 1993, No. 1147, § 1803; 2019, No. 315, § 109. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit OrganizationsSubchapter 1 — General Provisions 4-28-104. Audit of nonprofit organization. (a) For purposes of this section: (1) “Nonprofit organization” means an organization exempt from taxation under § 26 U.S.C. 501(c)(3); and (2) “State financial assistance” means all state funds given, granted, or disbursed to a nonprofit organization pursuant to appropriation laws to provide services for the citizens of this state or for capital projects. (b) (1) Any nonprofit organization receiving state financial assistance shall be subject to audit of its receipt and expenditure of state financial assistance by Arkansas Legislative Audit. (2) An audit shall be conducted by Arkansas Legislative Audit only after approval by the Legislative Joint Auditing Committee. History Acts 2001, No. 958, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit OrganizationsSubchapter 1 — General Provisions 4-28-105. Capacity to assert and defend — Standing. (a) A nonprofit organization may, in its own name, institute, defend, intervene, or participate in a judicial, administrative, or other governmental proceeding or in an arbitration, mediation, or any other form of alternative dispute resolution. (b) A nonprofit organization may, in its own name, assert a claim on behalf of its members if: (1) One (1) or more members of the nonprofit organization have standing to assert a claim in their own rights; (2) The interests the nonprofit organization seeks to protect are germane to its purpose; and (3) Neither the claim asserted nor the relief requested requires the participation of a member. History Acts 2017, No. 822, § 1; 2019, No. 379, § 2. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit OrganizationsSubchapter 2 — Arkansas Nonprofit Corporation Act Tit. 4, Subtit. 3., Ch. 28, Subch. 2 Note Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit OrganizationsSubchapter 2 — Arkansas Nonprofit Corporation Act 4-28-201. Title. Sections 4-28-201 — 4-28-206 and 4-28-209 — 4-28-224 shall be known as the “Arkansas Nonprofit Corporation Act”. History Acts 1963, No. 176, § 1; A.S.A. 1947, § 64-1901. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit OrganizationsSubchapter 2 — Arkansas Nonprofit Corporation Act 4-28-202. Definitions. As used in §§ 4-28-201 — 4-28-206 and 4-28-209 — 4-28-224, unless the context otherwise requires: (1) “Board of directors” means the group of persons vested with the management of the affairs of the corporation; (2) “Corporation” means a domestic corporation not for profit subject to the provisions of §§ 4-28-201 — 4-28-206 and 4-28-209 — 4-28-224; (3) “Foreign corporation” means a corporation not for profit organized under laws other than the laws of this state; and (4) “Not-for-profit corporation” means a corporation no part of the income of which is distributable to its members, directors, or officers. Sections 4-28-201 — 4-28-206 and 4-28-209 — 4-28-224 shall apply only to corporations organized under the laws of this state authorizing organization of nonprofit corporations. History Acts 1963, No. 176, § 2; A.S.A. 1947, § 64-1902. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit OrganizationsSubchapter 2 — Arkansas Nonprofit Corporation Act 4-28-203. Applicability of subchapter. (a) The provisions of §§ 4-28-201 — 4-28-206 and 4-28-209 — 4-28-224 relating to domestic corporations shall apply to: (1) All corporations organized hereunder; and (2) All not-for-profit corporations heretofore organized under any act hereby repealed, for the purposes for which a corporation might be organized under §§ 4-28-201 — 4-28-206 and 4-28-209 — 4-28-224. (b) The provisions of §§ 4-28-201 — 4-28-206 and 4-28-209 — 4-28-224 relating to foreign corporations shall apply to all foreign not-for-profit corporations conducting affairs in this state for purposes for which a corporation might be organized under §§ 4-28-201 — 4-28-206 and 4-28-209 — 4-28-224. However, §§ 4-28-201 — 4-28-206 and 4-28-209 — 4-28-224 shall not apply to any corporation whose membership is composed of corporations which file annual statements with a department or agency of this or some other state. History Acts 1963, No. 176, § 3; A.S.A. 1947, § 64-1903. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit OrganizationsSubchapter 2 — Arkansas Nonprofit Corporation Act 4-28-204. Effect on preexisting corporations. (a) The provisions of §§ 4-28-201 — 4-28-206 and 4-28-209 — 4-28-224 shall in no way affect any nonprofit corporation chartered under and in accordance with the laws of this state existing prior to March 7, 1963. (b) Any such nonprofit corporation organized prior to March 7, 1963, and which has not filed a copy of the order or action whereby it was granted corporate status under the then existing law may file a certified copy of the order or action from the clerk of the court wherein the authority was granted, together with a filing fee of ten dollars ($10.00), with the Secretary of State, and the filing shall evidence the incorporation and shall entitle the organization to recognition of its legal status, the same as one formed under the provisions of §§ 4-28-201 — 4-28-206 and 4-28-209 — 4-28-224. History Acts 1963, No. 176, § 22; 1973, No. 42, § 1; A.S.A. 1947, § 64-1921. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit OrganizationsSubchapter 2 — Arkansas Nonprofit Corporation Act 4-28-205. Lawful purposes. Corporations may be organized under §§ 4-28-201 — 4-28-206 and 4-28-209 — 4-28-224 for any lawful purpose including, without being limited to any one (1) or more of the following purposes: charitable; benevolent; eleemosynary; educational; civic; patriotic; political; religious; social; fraternal; literary; cultural; athletic; scientific; agricultural; horticultural; animal husbandry; and professional, commercial, industrial, or trade association. However, labor unions, rural electric corporations, cooperative agricultural or marketing associations, etc., organized for either direct or indirect financial gain or advantage, and any cooperative associations coming within the purview of §§ 4-30-101 — 4-30-117, 4-30-201, 4-30-202, and 4-30-204 — 4-30-207 shall be governed by the particular acts applicable to such associations. History Acts 1963, No. 176, § 4; A.S.A. 1947, § 64-1904. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit OrganizationsSubchapter 2 — Arkansas Nonprofit Corporation Act 4-28-206. Articles of incorporation generally. (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 — 4-28-224, shall file with the circuit court of the county in which the main office or principal place of business of the proposed corporation is located or proposed to be located signed and verified articles of incorporation, which shall set forth the following: (1) The name of the corporation; (2) The period of duration, which may be perpetual; (3) The purposes for which the corporation is organized; (4) Any provisions, not inconsistent with law, which the incorporators elect to set forth in the articles of incorporation for the regulation of the internal affairs of the corporation, including any provision for distribution of assets on dissolution or final liquidation; (5) The address of its main office or principal place of business, and the name of its registered agent at that address; (6) The number of directors constituting the initial board of directors and the names and addresses of the persons who are to serve as the initial directors; (7) The name and address of each incorporator; (8) A statement that the corporation: (A) Is a nonprofit corporation; and (B) Has converted under the Arkansas Nonprofit Corporation Act, §§ 4-28-201 — 4-28-206 and 4-28-209 — 4-28-224; and (9) (A) A description of the treatment of shares of stock. (B) The description of the treatment of shares of stock: (i) May provide for the exchange of shares of stock for certificates of membership if the corporation has members; or (ii) Shall provide that the shares of stock be canceled by the board of directors if the corporation does not have members. (b) If the circuit court finds that the articles of incorporation conform to law and that the incorporation is for a lawful purpose and is in the best interests of the public, the court may issue an order approving the incorporation of the proposed association of persons. (c) If the court approves the incorporation, the articles of incorporation in duplicate, signed and verified, and a copy of the order of the court approving the incorporation shall be transmitted to the Secretary of State, who shall, when all fees have been paid as prescribed in the Arkansas Nonprofit Corporation Act, §§ 4-28-201 — 4-28-206 and 4-28-209 — 4-28-224: (1) File the original of the articles in his or her office; and (2) Issue a certificate of incorporation to which he or she shall affix the other copy of the articles endorsed with the word “Filed” and the month, day, and year of the filing and return the certificate of incorporation to the incorporators or their representative. (d) A corporation may amend its articles of incorporation from time to time, provided that the amendments are lawful under the Arkansas Nonprofit Corporation Act, §§ 4-28-201 — 4-28-206 and 4-28-209 — 4-28-224. A copy of all amendments shall be filed with the Secretary of State within thirty (30) days after their passage. (e) (1) A for-profit corporation may convert to a nonprofit corporation under the Arkansas Nonprofit Corporation Act, §§ 4-28-201 — 4-28-206 and 4-28-209 — 4-28-224, or the Arkansas Nonprofit Corporation Act of 1993, § 4-33-101 et seq., upon the filing of an amendment to the corporation's articles of incorporation with the information required under this section. (2) If an entity is a for-profit corporation that is converting to a nonprofit corporation, the conversion shall be approved by a three-fourths vote of the shareholders of the business corporation. (f) A conversion to a nonprofit corporation under this chapter is effective when an amendment to the articles of incorporation is filed with the Secretary of State and the Secretary of State has collected the filing fees, service fees, and copying fees required under § 4-33-122. (g) A conversion to a nonprofit corporation under this chapter is not a dissolution. History Acts 1963, No. 176, §§ 5, 6; A.S.A. 1947, §§ 64-1905, 64-1906; Acts 2019, No. 108, §  2. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit OrganizationsSubchapter 2 — Arkansas Nonprofit Corporation Act 4-28-207. Charitable, religious, etc., organizations — Amendment of articles of incorporation by operation of law. 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 organization as described in section 501(c)(3) of the Internal Revenue Code, 26 U.S.C. § 501(c)(3), shall be deemed to contain the following provisions: “Upon the dissolution of the corporation, the board of trustees shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such charitable, educational, religious, literary, or scientific purposes as shall at the time qualify as an exempt organization or organizations under section 501(c)(3) of the Internal Revenue Code of 1954, or the corresponding provision of any future United States Internal Revenue Law, as the board of trustees shall determine. Any such assets not so disposed of shall be disposed of by the circuit court of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.” History Acts 1977, No. 181, § 1; A.S.A. 1947, § 64-1924. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit OrganizationsSubchapter 2 — Arkansas Nonprofit Corporation Act 4-28-208. Private foundations — Amendment of articles of incorporation by operation of law. (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 section, the articles of incorporation of each corporation which is a “private foundation” as defined in section 509 of the Internal Revenue Code of 1954, 26 U.S.C. § 509, shall be deemed to contain the following provisions: “The corporation shall make distributions at such time and in such manner as not to become subject to the tax on undistributed income imposed by section 4942 of the Internal Revenue Code of 1954; the corporation shall not engage in any act of self-dealing (as defined in section 4941(d) of the Code) which would subject it to tax under section 4941 of the Code; the corporation shall not retain any excess business holdings (as defined in section 4943(c) of the Code) which would subject it to tax under section 4943 of the Code; the corporation shall not make any investments in such manner as to subject it to tax under section 4944 of the Code; and the corporation shall not make any taxable expenditures (as defined in section 4945(d) of the Code) which would subject it to tax under section 4945 of the Code.” (b) With respect to any such corporation organized prior to January 1, 1970, subsection (a) of this section shall apply only for its taxable years beginning on or after January 1, 1972. (c) The articles of incorporation of any corporation described in subsection (a) of this section may be amended to expressly exclude the application of this section, and in the event of amendment, this section shall not apply to that corporation. (d) Nothing contained in this section shall impair the rights and powers of the courts or any officer, agency, or department of this state with respect to any corporation. (e) As used in this section, unless the context requires otherwise, all references to “the Code” are to the Internal Revenue Code of 1954, 26 U.S.C. § 1 et seq., and all references to specific sections of the Code include future amendments to the sections and corresponding provisions of any future federal tax laws. History Acts 1971, No. 728, §§ 1, 3; A.S.A. 1947, §§ 64-1922, 64-1923. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit OrganizationsSubchapter 2 — Arkansas Nonprofit Corporation Act 4-28-209. Powers. 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, take by gift, devise, or bequest, or otherwise acquire, own, hold, improve, use, and otherwise deal in and with real or personal property or any interest therein, wherever situated; (4) To sell, convey, mortgage, pledge, lease, exchange, transfer, and otherwise dispose of all or any part of its property and assets; (5) To make contracts and incur liabilities, borrow money, issue its notes, bonds, and other obligations, act as a trustee, and secure any of its obligations by mortgage or pledge of all or any of its property, franchises, and income; (6) To manage its internal affairs in any desired manner so long as the provisions of the Arkansas Nonprofit Corporation Act, §§ 4-28-201 — 4-28-206 and 4-28-209 — 4-28-224, or other law are not violated; and (7) To do any and all things necessary, convenient, useful, or incidental to the attainment of its purposes as fully and to the same extent as natural persons lawfully might or could do so long as consistent with the provisions of the Arkansas Nonprofit Corporation Act, §§ 4-28-201 — 4-28-206 and 4-28-209 — 4-28-224. History Acts 1963, No. 176, § 7; A.S.A. 1947, § 64-1907; Acts 1993, No. 1147, § 1801. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit OrganizationsSubchapter 2 — Arkansas Nonprofit Corporation Act 4-28-210. Members. (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 corporation shall clearly indicate the amount of the fee collected for each serially numbered certificate of membership. (3) If honorary membership certificates are issued, the records of the corporation shall reflect each and every one (1) issued. History Acts 1963, No. 176, § 14; A.S.A. 1947, § 64-1914. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit OrganizationsSubchapter 2 — Arkansas Nonprofit Corporation Act 4-28-211. Board of directors. (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 corporation. (b) The number of directors shall be fixed by the articles of incorporation except that they shall not be fewer than three (3). (c) The terms of office of the board of directors shall be fixed by the articles of incorporation. However, the terms of office for a perpetually existing corporation shall be not less than one (1) year nor more than six (6) years, and the terms of office for a corporation of limited duration shall be for not more than one-third (⅓) of the stated period of duration. (d) Nothing contained in this section shall prevent the staggering of the terms of office of the board of directors, but in no case may a director or directors hold office for longer than his or her specified term, except by reelection as provided in the articles of incorporation and in a manner consistent with the Arkansas Nonprofit Corporation Act, §§ 4-28-201 — 4-28-206 and 4-28-209 — 4-28-224. History Acts 1963, No. 176, § 10; A.S.A. 1947, § 64-1910. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit OrganizationsSubchapter 2 — Arkansas Nonprofit Corporation Act 4-28-212. Voting. (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 of the members, the voting right shall be as provided in the articles of incorporation or bylaws. (c) (1) In all matters as may be subject to the vote of the members, a member may vote in person or by proxy, unless the articles of incorporation or bylaws require such votes to be cast in person at a meeting of the membership held for such purposes. (2) A member may appoint a proxy to vote or otherwise act for him or her by signing an appointment form, either personally or by his or her attorney-in-fact. (3) An appointment of a proxy is effective when received by the secretary or other officer or agent authorized to tabulate votes. An appointment is valid for eleven (11) months unless the member expressly provides for a longer term in the appointment form. (4) An appointment of a proxy is revocable by the member at any time by written notice regular on its face to the secretary or other officer or agent authorized to tabulate votes. (5) Subject to § 4-28-224 and to any express limitation on the proxy's authority appearing on the face of the appointment form, a corporation is entitled to accept the proxy's vote or other action as that of the member making the appointment. History Acts 1963, No. 176, § 11; A.S.A. 1947, § 64-1911; Acts 1989, No. 672, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit OrganizationsSubchapter 2 — Arkansas Nonprofit Corporation Act 4-28-213. Officers. (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 (3) years, as may be prescribed in the articles of incorporation or bylaws. (c) The articles of incorporation or bylaws may provide that one (1) or more officers of the corporation shall be ex officio members of the board of directors. History Acts 1963, No. 176, § 12; A.S.A. 1947, § 64-1912. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit OrganizationsSubchapter 2 — Arkansas Nonprofit Corporation Act 4-28-214. Registered agent — Service of process. (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 notice in the office of the Secretary of State. (b) (1) Whenever a corporation fails to appoint or maintain a registered agent in this state or whenever its registered agent cannot with reasonable diligence be found at the registered office, then the Secretary of State shall be an agent of the corporation upon whom any such process, notice, or demand may be served. (2) Service on the Secretary of State shall be made by delivering to and leaving with him or her, or with any clerk having charge of the corporation department of his or her office, duplicate copies of the process, notice, or demand. (3) The Secretary of State shall cause one (1) of the copies of the process, notice, or demand to be forwarded by registered mail or certified mail with a return receipt requested to the corporation at its last known principal office or place of business. (4) Any service so had on the Secretary of State shall be returnable in not less than thirty (30) days. (c) Nothing contained in this section shall limit or affect the right to serve any process, notice, or demand required or permitted by law to be served upon a corporation in any manner permitted by law. History Acts 1963, No. 176, § 15; A.S.A. 1947, § 64-1915. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit OrganizationsSubchapter 2 — Arkansas Nonprofit Corporation Act 4-28-215. Compensation and reimbursement to members, directors, officers, etc. (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 employees for expenses incurred in attending to their authorized duties, the expenses to be evidenced by receipt or other proper document. History Acts 1963, No. 176, § 8; A.S.A. 1947, § 64-1908. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit OrganizationsSubchapter 2 — Arkansas Nonprofit Corporation Act 4-28-216. Powers of Secretary of State. (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 necessary and proper to enable him or her to ascertain whether the corporation has complied with all the provisions of the Arkansas Nonprofit Corporation Act, §§ 4-28-201 — 4-28-206 and 4-28-209 — 4-28-224. (b) The Secretary of State shall have such other power and authority reasonably necessary to enable him or her to administer the Arkansas Nonprofit Corporation Act, §§ 4-28-201 — 4-28-206 and 4-28-209 — 4-28-224, efficiently and to perform the duties imposed upon him or her by the Arkansas Nonprofit Corporation Act, §§ 4-28-201 — 4-28-206 and 4-28-209 — 4-28-224. History Acts 1963, No. 176, § 17; A.S.A. 1947, § 64-1917. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit OrganizationsSubchapter 2 — Arkansas Nonprofit Corporation Act 4-28-217. Rules by state agencies applicable. (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 compliance with the laws and such rules as may be promulgated by the officer, agency, or department. (b) For the purpose of furthering the organization and operation of any nonprofit corporation as authorized by the Arkansas Nonprofit Corporation Act, §§ 4-28-201 — 4-28-206 and 4-28-209 — 4-28-224, any such officer, agency, or department of this state may issue necessary permits and licenses to the corporations and regulate the use of the permits and licenses as may be required for the operation of the corporations. History Acts 1963, No. 176, § 16; A.S.A. 1947, § 64-1916; Acts 2019, No. 315, § 110. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit OrganizationsSubchapter 2 — Arkansas Nonprofit Corporation Act 4-28-218. Books and accounting records. (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 committees shall be kept. (d) A record of the names and addresses of its members entitled to vote shall be maintained at the principal office or place of business of the corporation. (e) All books and records of a corporation may be inspected by any member for any proper purpose at any reasonable time. History Acts 1963, No. 176, § 13; A.S.A. 1947, § 64-1913. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit OrganizationsSubchapter 2 — Arkansas Nonprofit Corporation Act 4-28-219. Shares of stock and dividends prohibited. (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. History Acts 1963, No. 176, § 8; A.S.A. 1947, § 64-1908. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit OrganizationsSubchapter 2 — Arkansas Nonprofit Corporation Act 4-28-220. Loans to directors and officers prohibited. (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 the corporation for the amount of the loan until repayment thereof. History Acts 1963, No. 176, § 9; A.S.A. 1947, § 64-1909. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit OrganizationsSubchapter 2 — Arkansas Nonprofit Corporation Act 4-28-221. Admission of foreign corporation. (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 or country under the laws of which it is incorporated; (2) The date of incorporation and the period of duration of the corporation; (3) The address of its principal office or place of business; (4) The name and address of its proposed registered agent for service of process in this state; (5) Such additional information as may be necessary or appropriate in order to enable the Secretary of State to determine whether that corporation is entitled to a certificate of authority to conduct affairs in this state; and (6) The purpose or purposes of the corporation which it proposes to pursue in this state. (c) A foreign corporation upon receiving a certificate of authority under the Arkansas Nonprofit Corporation Act, §§ 4-28-201 — 4-28-206 and 4-28-209 — 4-28-224, shall enjoy the same, but no greater, rights and privileges as a domestic corporation subject to the provisions of the Arkansas Nonprofit Corporation Act, §§ 4-28-201 — 4-28-206 and 4-28-209 — 4-28-224, and shall be subject to the same duties, restrictions, penalties, and liabilities now or hereafter imposed upon a domestic corporation of like character. History Acts 1963, No. 176, § 19; A.S.A. 1947, § 64-1919. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit OrganizationsSubchapter 2 — Arkansas Nonprofit Corporation Act 4-28-222. Involuntary dissolution. 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 of the circuit court of the county in which that corporation is domiciled in an action filed by the prosecuting attorney when it is established that: (1) The corporation procured its articles of incorporation through fraud; (2) The corporation has continued to exceed or abuse the authority conferred upon it by law; (3) The corporation has failed for ninety (90) days to appoint and maintain a registered agent in this state; (4) The corporation has failed to keep proper accounting records as provided in the Arkansas Nonprofit Corporation Act, §§ 4-28-201 — 4-28-206 and 4-28-209 — 4-28-224; (5) The corporation constitutes a public nuisance; or (6) The corporation has violated the laws of this state or the rules of any state regulatory board or commission having jurisdiction of any activity of the corporation. History Acts 1963, No. 176, § 18; A.S.A. 1947, § 64-1918; Acts 2019, No. 315, § 111. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit OrganizationsSubchapter 2 — Arkansas Nonprofit Corporation Act 4-28-223. Fees to be paid to Secretary of State. 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. History Acts 1963, No. 176, § 20; A.S.A. 1947, § 64-1920; Acts 1987, No. 1068, § 4; 2007, No. 646, § 3. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit OrganizationsSubchapter 2 — Arkansas Nonprofit Corporation Act 4-28-224. Corporation's acceptance of votes. (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 name signed on a vote, consent, waiver, or proxy appointment does not correspond to the name of a member, the corporation, if acting in good faith, is nevertheless entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the member if: (1) The member is an entity and the name signed purports to be that of an officer or agent of the entity; (2) The name signed purports to be that of an administrator, executor, guardian, or conservator representing the member and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment; (3) The name signed purports to be that of an attorney-in-fact of the member and, if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the member has been presented with respect to the vote, consent, waiver, or proxy appointment; or (4) Two (2) or more persons are the member as cotenants or fiduciaries and the name signed purports to be the name of at least one (1) of the co-owners and the person signing appears to be acting on behalf of all the co-owners. (c) The corporation is entitled to reject a vote, consent, waiver, or proxy appointment if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory's authority to sign for the member. (d) The corporation and its officer or agent who accepts or rejects a vote, consent, waiver, or proxy appointment in good faith and in accordance with the standards of this section are not liable in damages to the member for the consequences of the acceptance or rejection. (e) Corporate action based on the acceptance or rejection of a vote, consent, waiver, or proxy appointment under this section is valid unless a court of competent jurisdiction determines otherwise. History Acts 1989, No. 672, § 2. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit OrganizationsSubchapter 2 — Arkansas Nonprofit Corporation Act 4-28-225. Conversion to public water authority. (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 or bylaws require otherwise, if the conversion is approved: (1) By a majority of the members of the board of directors of the corporation; and (2) If the corporation has members, by two-thirds (⅔) of the votes cast by the members, in person or by proxy, at a regular or special meeting of the members at which a quorum is present. (b) For purposes of this section and unless the articles or bylaws provide for a higher or lower quorum, ten percent (10%) of the votes entitled to be cast on a matter must be represented in person or by proxy at a meeting of members to constitute a quorum. History Acts 2003, No. 1330, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit OrganizationsSubchapter 3 — Merger or Consolidation of Nonprofit Corporations Tit. 4, Subtit. 3., Ch. 28, Subch. 3 Note Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit OrganizationsSubchapter 3 — Merger or Consolidation of Nonprofit Corporations 4-28-301. Definition. 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. History Acts 1983, No. 614, § 9; A.S.A. 1947, § 64-1933. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit OrganizationsSubchapter 3 — Merger or Consolidation of Nonprofit Corporations 4-28-302. Domestic corporations — Merger pursuant to plan. (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 merge; (2) The name of the corporation into which they propose to merge, which is hereinafter designated as the surviving corporation; (3) The terms and conditions of the proposed merger; (4) A statement of any changes in the articles of incorporation of the surviving corporation to be affected by the merger; and (5) Any other provisions with respect to the proposed merger as are deemed necessary or desirable. History Acts 1983, No. 614, § 1; A.S.A. 1947, § 64-1925. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit OrganizationsSubchapter 3 — Merger or Consolidation of Nonprofit Corporations 4-28-303. Domestic corporations — Consolidation pursuant to plan. (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 proposing to consolidate; (2) The name of the new corporation into which they propose to consolidate, which is hereinafter designated as the new corporation; (3) The terms and conditions of the proposed consolidation; (4) With respect to the new corporation, all of the statements required to be set forth in articles of incorporation for corporations organized under the Arkansas Nonprofit Corporation Act, § 4-28-201 et seq.; and (5) Any other provisions with respect to the proposed consolidation as are deemed necessary or desirable. History Acts 1983, No. 614, § 2; A.S.A. 1947, § 64-1926. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit OrganizationsSubchapter 3 — Merger or Consolidation of Nonprofit Corporations 4-28-304. Domestic corporations — Adoption of plan of merger or consolidation — Abandonment. (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 proposed plan and directing that it be submitted to a vote at the meeting of members having voting rights, which may be either an annual or a special meeting. (B) Written or printed notice setting forth the proposed plan or a summary thereof shall be given within a reasonable time before the meeting to each member entitled to a vote at the meeting. (C) The proposed plan shall be adopted upon receiving at least two-thirds (⅔) of the votes which members present at the meeting in person or by proxy are entitled to cast, unless any class of members is entitled to vote as a class thereon by the terms of the articles of incorporation or of the bylaws, in which event as to such corporations the proposed plan shall not be adopted unless it also receives at least two-thirds (⅔) of the votes which members of each such class who are present at the meeting in person or by proxy are entitled to cast; and (2) Where any merging or consolidating corporation has no members or no members having voting rights, a plan of merger or consolidation shall be adopted at a meeting of the board of directors of that corporation upon receiving the vote of a majority of the directors in office. (b) After approval, and at any time prior to the filing of the articles of merger or consolidation, the merger or consolidation may be abandoned pursuant to provisions therefor, if any, set forth in the plan of merger or consolidation. History Acts 1983, No. 614, § 3; A.S.A. 1947, § 64-1927. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit OrganizationsSubchapter 3 — Merger or Consolidation of Nonprofit Corporations 4-28-305. Domestic corporations — Articles of merger or consolidation. (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 articles of merger or consolidation shall set forth: (1) The plan of merger or the plan of consolidation; (2) Where the members of any merging or consolidating corporation have voting rights, then as to each corporation: (A) A statement setting forth the date of the meeting of members at which the plan was adopted, that a quorum was present at the meeting, and that the plan received at least two-thirds (⅔) of the votes which members present at the meeting in person or by proxy were entitled to cast, as well as, in the case of any class entitled to vote as a class thereon by the terms of the articles of incorporation or of the bylaws, at least two-thirds (⅔) of the votes which members of any such class who were present at the meeting in person or by proxy were entitled to cast; or (B) A statement that the amendment was adopted by a consent in writing signed by all members entitled to vote with respect thereto; and (3) Where any merging or consolidating corporation has no members or no members having voting rights, then as to each corporation a statement of that fact, the date of the meeting of the board of directors at which the plan was adopted, and a statement of the fact that the plan received the vote of a majority of the directors in office. (c) The original and a copy of the articles of merger or articles of consolidation shall be delivered to the Secretary of State. (d) If the Secretary of State finds that the articles conform to law, he or she shall, when all fees have been paid, including a fee of ten dollars ($10.00) for filing articles of merger or consolidation and issuing a certificate therefor: (1) Endorse on the original and the copy the word “Filed” and the month, day, and year of the filing thereof; (2) File the original in his or her office; and (3) Issue a certificate of merger or a certificate of consolidation to which he or she shall affix the copy. History Acts 1983, No. 614, § 4; A.S.A. 1947, § 64-1928. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit OrganizationsSubchapter 3 — Merger or Consolidation of Nonprofit Corporations 4-28-306. Domestic corporations — Certificate of merger or consolidation — Merger or consolidation effected upon issuance. (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 articles of merger or articles of consolidation affixed thereto by the Secretary of State, shall be returned to the surviving or new corporation, as the case may be, or its representative. History Acts 1983, No. 614, §§ 4, 5; A.S.A. 1947, §§ 64-1928, 64-1929. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit OrganizationsSubchapter 3 — Merger or Consolidation of Nonprofit Corporations 4-28-307. Domestic corporations — Effect of merger or consolidation. 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 the surviving corporation and, in the case of consolidation, shall be the new corporation provided for in the plan of consolidation; (2) Subject to § 4-28-308, the separate existence of all corporations party to the plan of merger or consolidation, except the surviving or new corporation, shall cease; (3) The surviving or new corporation shall have all the rights, privileges, immunities, and powers and shall be subject to all the duties and liabilities of a corporation organized under the Arkansas Nonprofit Corporation Act, § 4-28-201 et seq.; (4) The surviving or new corporation shall possess all the rights, privileges, immunities, and franchises, of a public as well as of a private nature, of each of the merging or consolidating corporations; (5) All real, personal, and mixed property, all debts due on whatever account, all other choses in action, and all and every other interest of or belonging to or due to each of the corporations so merged or consolidated shall be taken and deemed to be transferred to and vested in the single corporation without further act or deed; (6) The surviving or new corporation shall thenceforth be responsible and liable for all the liabilities and obligations of each of the corporations so merged or consolidated, and any claim existing or action or proceeding pending by or against any of the corporations may be prosecuted as if the merger or consolidation had not taken place or the surviving or new corporation may be substituted in its place. Neither the rights of creditors nor any liens upon the property of any such corporations shall be impaired by merger or consolidation; and (7) In the case of a merger, the articles of incorporation of the surviving corporation shall be deemed to be amended to the extent, if any, that changes in its articles of incorporation are stated in the plan of merger, and, in the case of a consolidation, the statements set forth in the articles of consolidation and which are required or are permitted to be set forth in the articles of incorporation of corporations organized under the Arkansas Nonprofit Corporation Act, § 4-28-201 et seq., shall be deemed to be the articles of incorporation of the new corporation. History Acts 1983, No. 614, § 6; A.S.A. 1947, § 64-1930. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit OrganizationsSubchapter 3 — Merger or Consolidation of Nonprofit Corporations 4-28-308. Merger or consolidation of foreign with domestic corporations. (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 surviving corporation may be any one (1) of the constituent corporations and shall be deemed to continue to exist under the laws of the state of its incorporation. (2) In the case of consolidation, the new corporation may be a corporation organized under the laws of any state under which any of the constituent corporations was organized. (c) The merger or consolidation shall be carried out in the following manner: (1) (A) Each domestic corporation shall comply with the provisions of this subchapter with respect to merger or consolidation, as the case may be, of domestic corporations, except that if the surviving or new corporation is to be a foreign corporation, the plan of merger or consolidation shall specify the state under the laws of which the surviving or new corporation is to be governed and the post office address of the registered or principal office of the surviving or new corporation in the state under the laws of which it is to be governed. (B) However, no domestic corporation shall be merged or consolidated with a foreign corporation unless and until a resolution authorizing the merger or consolidation shall receive, at a meeting of members of the domestic corporation called and conducted in the same manner as provided by § 4-28-304, at least two-thirds (⅔) of the votes which members present at the meeting in person or by proxy are entitled to cast, and if any class of members is entitled to vote as a class thereon by the terms of the articles of incorporation or of the bylaws, as to the corporation the resolution shall not be adopted unless it shall also receive at least two-thirds (⅔) of the votes which members of each such class who are present at the meeting in person or by proxy are entitled to cast. If a domestic corporation has no members or no members having voting rights, the plan of merger or consolidation shall be adopted at a meeting of the board of directors of the corporation upon receiving the vote of a majority of the directors in office; (2) Each foreign corporation, if it is to transact business in this state, shall file with the Secretary of State of this state within thirty (30) days after the merger or consolidation, as the case may be, shall become effective, a copy of the plan, articles, or other document filed in the state of its incorporation for the purpose of effecting the merger or consolidation, certified by the public officer having custody of the original; (3) If the surviving or new corporation, as the case may be, is a foreign corporation, it shall comply with the provisions of the Arkansas Nonprofit Corporation Act, § 4-28-201 et seq., with respect to foreign corporations if it is to transact business in this state, and in every case it shall file with the Secretary of State of this state a statement confirming that the foreign corporation has filed a statement appointing an agent for service of process under § 4-20-112 and may be served with process under § 4-20-113 if the foreign corporation fails to appoint or maintain a registered agent for service of process; and (4) Upon compliance by each domestic and foreign corporation which is a party to the merger or consolidation with the provisions of this subchapter with respect to merger or consolidation, and upon issuance by the Secretary of State of this state of the certificate of merger or the certificate of consolidation provided for in this subchapter, the merger or consolidation shall be effected in this state. (d) The effect of the merger or consolidation shall be the same as in the case of the merger or consolidation of domestic corporations if the surviving or new corporation is a domestic corporation. If the surviving or new corporation is a foreign corporation, the effect of the merger or consolidation shall be the same as in the case of the merger or consolidation of domestic corporations except insofar as the laws of such other states provide otherwise. History Acts 1983, No. 614, § 7; A.S.A. 1947, § 64-1931; Acts 2009, No. 814, § 2. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit OrganizationsSubchapter 3 — Merger or Consolidation of Nonprofit Corporations 4-28-309. Continuation of prior corporate existence for limited purpose. (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, assignments, and other instruments evidencing the transfer from the constituent to the surviving corporation, or new corporation created by consolidation, of any or all real and personal properties which have passed from the constituent to the surviving or consolidated corporation by operation of law. (b) The execution of the instruments shall not be essential to effect the transfer of title from the constituent to the surviving or consolidated corporation, inasmuch as the transfer will take effect through operation of law, but the power to execute such instruments is given to the end that it may be exercised: (1) In respect to properties located in foreign jurisdictions which may not recognize a transmittal of title by operation of law under the merger and consolidation statutes of this state; and (2) In any other situation where the directors of the surviving or consolidated corporation consider the execution of the instruments desirable. History Acts 1983, No. 614, § 8; A.S.A. 1947, § 64-1932. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit OrganizationsSubchapter 4 — Solicitation of Charitable Contributions Tit. 4, Subtit. 3., Ch. 28, Subch. 4 Note Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit OrganizationsSubchapter 4 — Solicitation of Charitable Contributions 4-28-401. Definitions. 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 advocacy, public health, environmental conservation, civic, or other eleemosynary purpose; or (ii) The benefit of law enforcement personnel, fire fighters, or other persons who protect the public safety; or (B) Who in any manner employs a charitable appeal as the basis of any solicitation or an appeal which has a tendency to suggest there is a charitable purpose to any solicitation; (2) “Charitable purpose” means any benevolent, educational, philanthropic, humane, scientific, patriotic, social welfare or advocacy, public health, environmental conservation, civic, or eleemosynary objective; (3) “Charitable sales promotion” means an advertising or sales campaign conducted by a commercial coventurer which represents that the purchase or use of goods or services offered by the commercial coventurer will benefit a charitable organization or purpose; (4) “Commercial coventurer” means any person who for profit or other consideration is regularly and primarily engaged in trade or commerce other than in connection with the raising of funds or any other thing of value for a charitable organization and who advertises that the purchase or use of his or her goods, services, entertainment, or any other thing of value normally sold without a charitable appeal will benefit a charitable organization during a charitable sales promotion; (5) “Contribution” means the grant, promise, or pledge of money, credit, property, financial assistance, or other thing of value in response to a solicitation; (6) (A) “Fund-raising counsel” means any person who for a flat fixed fee or fixed hourly rate under a written agreement plans, conducts, manages, carries on, advises, or acts as a consultant, whether directly or indirectly, in connection with soliciting contributions for or on behalf of any charitable organization, but who actually solicits no contributions as a part of the services. (B) Fund-raising counsel do not receive or control funds or assets solicited for charitable purposes, nor do they procure or employ any compensated person to do so. (C) No lawyer, investment counselor, or banker who advises a person to make a contribution shall be deemed, as a result of that advice, to be a fund-raising counsel. (D) A bona fide salaried officer or employee of a registered or exempt charitable organization shall not be deemed to be a fund-raising counsel; (7) “Gross revenue” means income of any kind from all sources, including all amounts received as the result of any solicitation by a paid solicitor; (8) (A) “Membership” means those persons to whom, for payment of fees, dues, assessments, etc., an organization provides services and confers a bona fide right, privilege, professional standing, honor, or other direct benefit in addition to the right to vote, elect officers, or hold offices. (B) The term “membership” shall not include those persons who are granted a membership upon making a contribution as the result of solicitation; (9) (A) “Paid solicitor” means a person who for compensation, other than any nonmonetary gift of nominal value awarded to a volunteer solicitor as an incentive or token of appreciation, performs for a charitable organization any service in connection with which contributions are solicited by the person or by any other person he or she employs, procures, or engages to solicit for compensation. (B) A lawyer, investment counselor, or banker who advises a person to make a contribution is not a paid solicitor as a result of that advice. (C) A bona fide nontemporary salaried officer or employee of a charitable organization is not a paid solicitor; (10) “Parent organization” means that part of a charitable organization which supervises and exercises control over the solicitation and expenditure activities of one (1) or more chapters, branches, or affiliates; (11) “Person” means: (A) An individual; (B) A corporation; (C) A limited liability corporation; (D) An association; (E) A partnership; (F) A foundation; or (G) Any other entity, however styled; (12) “Professional telemarketer” means any person who is employed or retained for compensation by a paid solicitor to solicit contributions in this state for charitable purposes; and (13) (A) “Solicitation” means each request, either directly or indirectly, for a contribution on the plea or representation that the contribution will be used for a charitable purpose. (B) “Solicitation” shall be deemed to occur when the request is made, at the place the request is received, whether or not the person making the request actually receives any contribution and includes, without limitation, the following methods of requesting a contribution: (i) Any oral or written request; (ii) Any announcement concerning an appeal or campaign to which the public is requested to make a contribution for any charitable purpose connected therewith: (a) To the press; (b) Over radio or television; or (c) By telephone or telegraph; (iii) The distribution, circulation, posting, or publishing of any handbill, written advertisement, or other publication which directly or by implication seeks to obtain public support; or (iv) The sale of, offer of, or attempt to sell any advertisement, advertising space, subscription, ticket, or any service or tangible item: (a) In connection with which any appeal is made for any charitable purpose or where the name of any charitable organization is used or referred to in the appeal as an inducement or reason for making the sale; or (b) When or where, in connection with any sale, any statement is made that the whole or any part of the proceeds from the sale will be donated to any charitable purpose. History Acts 1999, No. 1198, § 1; 2017, No. 629, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit OrganizationsSubchapter 4 — Solicitation of Charitable Contributions 4-28-402. Registration of charitable organizations prior to solicitation. (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 solicitation activity, as required by this subchapter, on forms to be provided by the Secretary of State, and has filed the information with the Secretary of State. (2) The information so filed shall be available to the general public as a matter of public record, except and to the extent the records would otherwise be exempt from disclosure under the Freedom of Information Act of 1967, § 25-19-101 et seq. (b) The information required under subdivision (a)(1)(B) of this section shall be submitted in writing, sworn to under oath, and provided on a registration form provided by the Secretary of State, to include without limitation: (1) The identity of the charitable organization by or for whom the solicitation is to be conducted, including without limitation: (A) The federal Taxpayer Identification Number; (B) Fictitious names or aliases under which the charitable organization operates; (C) Program names under which the charitable organization solicits; and (D) All chapters, branches, or affiliates that will operate, if any, under the registration of the parent charitable organization; (2) The mailing address and physical address of the charitable organization; (3) The charitable purpose of the charitable organization; (4) The individual or officer who will have custody of the contributions; (5) The individuals responsible for the distribution of the contributions; (6) The period of time during which the solicitation or promotion is to be conducted; (7) A description of the method or methods of solicitation or promotion, in such detail as may from time to time be determined by the Secretary of State; (8) Whether any solicitation or promotion is to be conducted by voluntary unpaid solicitors, by paid solicitors, or both; (9) If in whole or in part by paid solicitors: (A) The name and address of each paid solicitor; (B) The basis of payment; (C) The nature of the arrangement; and (D) A copy of the contract for services; and (10) A copy of the appropriate Internal Revenue Service tax-exempt status form. (c) A chapter, branch, or affiliate in this state of a registered parent charitable organization is not required to register provided the parent charitable organization files a consolidated financial report or tax information form for itself and the chapter, branch, or affiliate. History Acts 1999, No. 1198, § 2; 2017, No. 727, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit OrganizationsSubchapter 4 — Solicitation of Charitable Contributions 4-28-403. Annual financial reports and fiscal records. (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 fiscal year. (B) The annual financial report described in subdivision (a)(1)(A) of this section shall be accompanied by a copy of all tax or information returns, including all schedules and amendments, submitted by the charitable organization to the Internal Revenue Service for the previous reporting year, except any schedules of contributors to the organization. (2) A charitable organization which maintains its books on other than a calendar-year basis, upon application to the Secretary of State, may be permitted to file the annual financial report described in subdivision (a)(1)(A) of this section with its tax or information returns referred to in subdivision (a)(1)(B) of this section within six (6) months after the close of its fiscal year. (b) (1) A charitable organization with contributions in excess of one million dollars ($1,000,000) during its preceding fiscal year shall file an audited financial statement prepared by an independent certified public accountant. (2) A charitable organization with contributions in excess of five hundred thousand dollars ($500,000) but less than one million dollars ($1,000,000) during its preceding fiscal year shall have its financial statement reviewed by an independent certified public accountant. (3) For purposes of this section, “contribution” does not include a: (A) Bequest to a charitable organization that is received from a decedent's estate; or (B) Testamentary distribution to a charitable organization that is received from a trust. (c) Charitable organizations that are required to register with the Secretary of State but are not required to file an information or tax return with the Internal Revenue Service should submit in lieu of the information or tax return an annual report on forms to be provided by the Secretary of State. (d) (1) The Secretary of State may grant an extension of time not to exceed six (6) months for the filing of the tax records and other reports required by this section upon the charitable organization's filing a notice that states the need for an extension. (2) The Secretary of State may grant a charitable organization an additional three (3) months extension of time under subdivision (d)(1) of this section upon written request by the charitable organization. (e) (1) Every charitable organization subject to the provisions of this subchapter shall keep a full and true record in such form as will enable the charitable organization accurately to provide the information required by this subchapter. (2) All the records shall be open to inspection and copying at all times by the Secretary of State and the Attorney General. (3) The charitable organization shall retain records for at least five (5) years after the end of the fiscal year to which they relate. (4) (A) Any donor lists obtained under this subsection are not subject to disclosure under the Freedom of Information Act of 1967, § 25-19-101 et seq., without a court order authorizing the disclosure. (B) However, donor lists and other records obtained under this subsection may be disclosed to other law enforcement agencies. History Acts 1999, No. 1198, § 3; 2017, No. 727, § 2; 2019, No. 137, § 1; 2023, No. 338, §§ 1, 2; 2023, No. 708, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit OrganizationsSubchapter 4 — Solicitation of Charitable Contributions 4-28-404. Charitable organizations exempted from registration and financial disclosure requirements. 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, together with any information as the Secretary of State may require to substantiate a reporting exemption under this section: (1) Religious organizations, i.e., any bona fide, duly constituted religious entity if the entity satisfies each of the following criteria: (A) The entity is exempt from taxation pursuant to the Internal Revenue Code; and (B) No part of the entity's net income inures to the direct benefit of any individual; (2) Educational institutions, i.e., any parent-teacher association or educational institution, the curricula of which in whole or in part are registered or approved by any state or the United States either directly or by acceptance of accreditation by an accrediting body; (3) Political candidates and organizations, i.e., any candidate for national, state, or local elective office or a political party or other committee required to file information with the Federal Election Commission or any state election commission or its equivalent agency; (4) Governmental organizations, i.e., any department branch or other instrumentality of the federal, state, or local governments; (5) Nonprofit hospitals, i.e., any nonprofit hospital licensed by this state or in any other state; (6) Any charitable organization which does not intend to solicit and receive, and does not actually receive, contributions in excess of fifty thousand dollars ($50,000) during a calendar year: (A) If all of its functions, including its fund-raising functions, are carried on by persons who are unpaid for their services; and (B) Provided that no part of its assets or income inures to the benefit of or is paid to any officer or member; and (7) Any person who solicits solely for the benefit of organizations described in subdivisions (1)-(6) of this section. History Acts 1999, No. 1198, § 4; 2017, No. 727, § 3; 2023, No. 338, § 3. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit OrganizationsSubchapter 4 — Solicitation of Charitable Contributions 4-28-405. Charitable organization — Filing of contracts. (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 contract shall contain any information that will enable the Secretary of State to identify the services the fund-raising counsel is to provide and the manner of his or her compensation. History Acts 1999, No. 1198, § 5; 2017, No. 727, § 4. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit OrganizationsSubchapter 4 — Solicitation of Charitable Contributions 4-28-406. Fund-raising counsel — Registration — Fees. (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 annual fee in the sum of one hundred dollars ($100). (c) (1) Registrations are valid for a period of one (1) year. (2) Registrations may be renewed upon the filing of a new application and the tendering of the fee previously prescribed for registration. History Acts 1999, No. 1198, § 6; 2017, No. 727, § 5. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit OrganizationsSubchapter 4 — Solicitation of Charitable Contributions 4-28-407. Paid solicitors — Registration, fees, and bond — Filing of contracts — Solicitation notice — Contract requirements — Prohibited practices — Records — Deposit of funds. (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 of two hundred dollars ($200) at the time of registration. (3) Each registration is valid for one (1) year and may be renewed for additional one-year periods. (b) (1) An applicant for registration as a paid solicitor at the time of making the application shall file with and have approved by the Secretary of State a bond in which the applicant shall be the principal obligor in the sum of ten thousand dollars ($10,000), with one (1) or more responsible sureties whose liability in the aggregate as the sureties shall be no less than that sum. (2) (A) The bond shall run to the Secretary of State and the Attorney General for the use of the state and to any person, including a charitable organization, that may have a cause of action against the paid solicitor for any liabilities resulting from the paid solicitor's conduct of any activities in violation of this subchapter or arising out of a violation of this subchapter or any rule adopted under this subchapter, including any actions arising under this subchapter that give rise to a violation of the Deceptive Trade Practices Act, § 4-88-101 et seq. (B) However, the aggregate liability of the surety to the state and to all other persons, including charitable organizations, shall not exceed the sum of the bond. (c) At least fifteen (15) days before the commencement of each solicitation campaign, a paid solicitor shall file with the Secretary of State a copy of the contract described in subsection (d) of this section. (d) A contract between a paid solicitor and a charitable organization shall: (1) Be in writing; (2) Clearly state the respective obligations of the paid solicitor and the charitable organization, including the compensation or remuneration to be paid by the charitable organization to the paid solicitor; and (3) Require delivery of the names and addresses of all persons making contributions and the amounts thereof to the charitable organization. (e) (1) A paid solicitor shall not represent that any part of the contributions received will be given or donated to any charitable organization unless the organization has consented in writing to the use of its name before the solicitation campaign. (2) The written consent shall be signed by an authorized officer, director, or trustee of the charitable organization. (f) (1) A paid solicitor shall not represent that tickets to an event are to be donated for use by another person unless the paid solicitor has first obtained a commitment in writing from a charitable organization stating that it will accept donated tickets and specifying the number of tickets that it will accept and provided no more contributions for donated tickets shall be solicited than the number of ticket commitments received from the charitable organization. (2) A charitable organization shall not commit to accept more donated tickets than it can reasonably expect to use. (3) Donated tickets shall be used according to the representations made to the consumer at the time of solicitation. (g) A paid solicitor shall require any person he or she employs, procures, or engages to solicit to comply with the provisions of subsections (e) and (f) of this section. (h) (1) A paid solicitor shall file a financial report for a solicitation campaign with the Secretary of State no more than ninety (90) days after a solicitation campaign has been completed and on the anniversary of the commencement of any solicitation campaign which lasts more than one (1) year. (2) The financial report shall include gross revenue and an itemization of all expenditures incurred and the amount of moneys ultimately remitted to the charitable organization absent payment of any fees or costs to the paid solicitor. (3) The report shall be completed on a form prescribed by the Secretary of State. (4) An authorized official of the paid solicitor and two (2) authorized officials of the charitable organization shall sign the report, and they shall certify, under oath, that the report is true and complete to the best of their knowledge. (i) A paid solicitor shall maintain during each solicitation campaign and for at least five (5) years after the completion of each solicitation campaign the following records, which shall be available to the Secretary of State and the Attorney General for inspection upon request: (1) The name and residence of each employee, agent, or other person involved in the solicitation campaign; (2) Records of all income received and expenses incurred in the course of the solicitation campaign; and (3) The names and addresses of all persons making contributions and the amounts thereof. (j) If a paid solicitor sells tickets to an event and represents that tickets will be donated for use by another, the paid solicitor shall maintain for at least five (5) years after the completion of the event the following record, which shall be available to the Secretary of State and the Attorney General for inspection upon request: (1) The name and address of all organizations receiving donated tickets for use by others; and (2) The number of tickets received by each organization. (k) Each contribution in the control or custody of the paid solicitor shall, in its entirety and within five (5) days of its receipt, be deposited, maintained, and administered in an account in a bank or other federally insured financial institution that shall be in the name of the charitable organization and over which that charitable organization has sole control over all withdrawals. (l) Any material change in any information filed with the Secretary of State pursuant to this section shall be reported in writing by the paid solicitor to the Secretary of State not more than thirty (30) days after the change occurs. (m) All records required under this section shall be open to inspection, examination, and copying during usual and customary business hours by the Secretary of State and the Attorney General or other authorized agencies. History Acts 1999, No. 1198, § 7; 2017, No. 727, § 6. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit OrganizationsSubchapter 4 — Solicitation of Charitable Contributions 4-28-408. Commercial coventurers — Filing of contracts — Terms — Accounting — Disclosures required in advertising. (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 the Secretary of State before the commencement of the charitable sales promotion within this state. (2) An authorized representative of the charitable organization and the commercial coventurer shall sign the agreement, and the terms of the agreement shall include at a minimum the following: (A) The goods or services to be offered to the public; (B) The geographic area where, and the starting and final date when, the offering is to be made; (C) The manner in which the name of the charitable organization is to be used, including any representation to be made to the public as to the amount or percent per unit of goods or service purchased or used that is to benefit the charitable organization; (D) A provision for an accounting on a per unit basis to be given by the commercial coventurer to the charitable organization and the date on which it is to be made; and (E) The date when and the manner in which the benefit is to be conferred on the charitable organization. (b) A commercial coventurer shall keep the final accounting for each charitable sales promotion for three (3) years after the accounting date, and the accounting shall be available to the Secretary of State and the Attorney General upon reasonable request. (c) (1) A commercial coventurer shall disclose in each advertisement for a charitable sales promotion the amount per unit of goods or services purchased or used that is to benefit the charitable organization or purpose. (2) The amount may be expressed as a dollar amount or as a percentage of the value of the goods or services purchased or used. History Acts 1999, No. 1198, § 8; 2017, No. 727, §§ 7, 8. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit OrganizationsSubchapter 4 — Solicitation of Charitable Contributions 4-28-409. Disclosures. (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, prior to accepting funds, the identity of the person responsible for soliciting the funds and whether any compensation is received for those services; (2) Whether soliciting by telephone, by mail, or by any other means, the person clearly and unambiguously discloses to each party and every purchaser, at the time or point of solicitation, his or her professional status; and (3) Upon request by a solicited party, the person truthfully and accurately discloses the percentage of funds raised which is being paid to the solicitor, either directly or as reimbursement of costs, and what percentage will be ultimately retained by the charity. (b) (1) The provisions of this section shall not apply to any bona fide full-time employee of a charitable organization or to any volunteer who donates or gives all of the gross proceeds from sales or all contributions to the organizations for which the funds or things of value were solicited. (2) However, this exemption shall not apply to any person who directly or indirectly receives a commission as compensation for services in relation to fund-raising activities performed for the charitable organization. History Acts 1999, No. 1198, § 9. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit OrganizationsSubchapter 4 — Solicitation of Charitable Contributions 4-28-410. Documents. (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 organization on whose behalf the promotion is conducted for a period of five (5) years from the date the solicitation of contributions for the promotion commences. (b) The documents shall be available for inspection, examination, and copying by the Secretary of State and the Attorney General and other authorized agencies during usual and customary business hours. History Acts 1999, No. 1198, § 10; 2017, No. 727, § 9. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit OrganizationsSubchapter 4 — Solicitation of Charitable Contributions 4-28-411. Professional telemarketers — Registration and renewal. (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 registration under this section shall be in writing, under oath, in the form prescribed by the Secretary of State, and shall be accompanied by a fee in the sum of ten dollars ($10.00). (c) When effected, the registration shall be for a period of one (1) year and may be renewed upon the payment of the fee prescribed in this section for additional one-year periods. History Acts 1999, No. 1198, § 11; 2017, No. 727, § 10. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit OrganizationsSubchapter 4 — Solicitation of Charitable Contributions 4-28-412. Prohibited acts. 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 jeopardizes or interferes with the ability of the charitable organization to accomplish its charitable purpose; (3) Any person to knowingly use or exploit the fact of registration so as to lead the public to believe that such registration constitutes an endorsement or approval by the state; (4) Any person to knowingly misrepresent that any other person sponsors or endorses a solicitation; (5) Any person to knowingly either use the name of a charitable organization or display any emblem, device, or printed matter belonging to or associated with a charitable organization without the express written permission of the charitable organization; (6) Any charitable organization to knowingly use a name that is the same as or confusingly similar to the name of another charitable organization unless the latter organization consents in writing to its use; (7) Any charitable organization to represent itself as being associated with another charitable organization without the express written acknowledgment and endorsement of the other charitable organization; (8) Any person to knowingly make any false or misleading statements on any document required to be filed with the Secretary of State; (9) Any person to fail to substantially comply with the requirements of this subchapter; (10) Any charitable organization to use the services of an unregistered paid solicitor who is required to register pursuant to this subchapter; (11) Any paid solicitor to solicit contributions from citizens or entities located in this state on behalf of an unregistered charitable organization; and (12) Any person to use an Arkansas address, including a return address, in any solicitation unless the: (A) Charitable organization maintains and staffs an office at that address; (B) Solicitation discloses in writing immediately proximate to the address located in this state both the address of the charitable organization's actual headquarters and the fact that the address is that of a mail drop box or is located in a mail-handling facility; or (C) Person, if soliciting by phone, discloses the address of the organization's actual headquarters in addition to any address maintained in this state. History Acts 1999, No. 1198, § 12; 2005, No. 257, § 1; 2017, No. 727, §§ 11, 12. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit OrganizationsSubchapter 4 — Solicitation of Charitable Contributions 4-28-413. Nonresident organization — Service of process. (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 growing out of the violation of this subchapter, or as a result of any activities conducted within this state giving rise to a cause of action, service on the Secretary of State shall be as valid and binding as if due service had been made on the charitable organization, paid solicitor, fund-raising counsel, or professional telemarketer. (b) (1) In case any process or pleadings are served upon the Secretary of State, they shall be in triplicate, one (1) copy of which shall be filed with the Secretary of State, one (1) copy of which shall be forwarded by the Secretary of State to the Attorney General, and the other immediately forwarded by the Secretary of State by registered or certified mail to the principal office or place of business of the nonresident charitable organization, paid solicitor, fund-raising counsel, or professional telemarketer. (2) Service placed upon the Secretary of State shall be returned no later than thirty (30) days. History Acts 1999, No. 1198, § 13; 2017, No. 727, § 13. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit OrganizationsSubchapter 4 — Solicitation of Charitable Contributions 4-28-414. City ordinances provisionally authorized. 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. History Acts 1999, No. 1198, § 14. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit OrganizationsSubchapter 4 — Solicitation of Charitable Contributions 4-28-415. Disposition of fees. 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 Revenue Stabilization Law, § 19-20-101 et seq. History Acts 1999, No. 1198, § 15; 2017, No. 727, § 14; 2025, No. 419, § 43. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit OrganizationsSubchapter 4 — Solicitation of Charitable Contributions 4-28-416. Violation of the Deceptive Trade Practices Act. (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 the Deceptive Trade Practices Act, § 4-88-101 et seq., shall be available to the Attorney General or other persons for the enforcement of this subchapter. (b) Nothing in this section limits the rights or remedies which are otherwise available to a consumer under any other law. (c) The obligations under this section are cumulative and should in no way be deemed to limit the obligations imposed under any other law. History Acts 1999, No. 1198, § 16. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit OrganizationsSubchapter 4 — Solicitation of Charitable Contributions 4-28-417. Access to records. The Attorney General shall have access to all records filed with the Secretary of State under this subchapter. History Acts 2017, No. 727, § 15. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit OrganizationsSubchapter 4 — Solicitation of Charitable Contributions 4-28-418. Limitations on regulation by a public agency. (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, restrictive, or expansive than the requirements authorized by state statute. (b) The exception under subsection (a) of this section shall not: (1) Apply to: (A) State grants and contracts; (B) Fraud investigations; (C) Regulation or licensing of entities by the Department of Human Services; or (D) Regulation or licensing by the Department of Labor and Licensing; (2) Restrict enforcement actions against specific nonprofit organizations; or (3) Restrict or limit the functions, powers, and duties granted to the Attorney General to investigate violations of state or federal law and to enforce state or federal law. History Acts 2021, No. 1021, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit OrganizationsSubchapter 5 — Uniform Unincorporated Nonprofit Association Act 4-28-501 — 4-28-517. [Repealed.] Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit OrganizationsSubchapter 6 — Revised Uniform Unincorporated Nonprofit Association Act Tit. 4, Subtit. 3., Ch. 28, Subch. 6 Note Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit OrganizationsSubchapter 6 — Revised Uniform Unincorporated Nonprofit Association Act 4-28-601. Short title. This subchapter may be cited as the Revised Uniform Unincorporated Nonprofit Association Act. History Acts 2011, No. 202, § 2. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit OrganizationsSubchapter 6 — Revised Uniform Unincorporated Nonprofit Association Act 4-28-602. Definitions. 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) “Governing principles” means the agreements, whether oral, in a record, or implied from its established practices, that govern the purpose or operation of an unincorporated nonprofit association and the rights and obligations of its members and managers. The term includes any amendment or restatement of the agreements constituting the governing principles. (3) “Manager” means a person that is responsible, alone or in concert with others, for the management of an unincorporated nonprofit association. (4) “Member” means a person that, under the governing principles, may participate in the selection of persons authorized to manage the affairs of the unincorporated nonprofit association or in the development of the policies and activities of the association. (5) “Person” means an individual, corporation, business trust, statutory entity trust, estate, trust, partnership, limited liability company, cooperative, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity. (6) “Record” means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. (7) “State” means a state of the United States, the District of Columbia, Puerto Rico, United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States. (8) “Unincorporated nonprofit association” means an unincorporated organization consisting of two or more members joined under an agreement that is oral, in a record, or implied from conduct, for one or more common, nonprofit purposes. The term does not include: (A) a trust; (B) a marriage, domestic partnership, common law domestic relationship, civil union, or other domestic living arrangement; (C) an organization formed under any other statute that governs the organization and operation of unincorporated associations; (D) a joint tenancy, tenancy in common, or tenancy by the entireties even if the co-owners share use of the property for a nonprofit purpose; or (E) a relationship under an agreement in a record that expressly provides that the relationship between the parties does not create an unincorporated nonprofit association. History Acts 2011, No. 202, § 2. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit OrganizationsSubchapter 6 — Revised Uniform Unincorporated Nonprofit Association Act 4-28-603. Relation to other law. (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 inconsistency. (c) This subchapter supplements the law of this state that applies to nonprofit associations operating in this state. If a conflict exists, that law applies. History Acts 2011, No. 202, § 2. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit OrganizationsSubchapter 6 — Revised Uniform Unincorporated Nonprofit Association Act 4-28-604. Governing law. (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 jurisdiction in which an unincorporated nonprofit association has its main place of activities governs the internal affairs of the association. History Acts 2011, No. 202, § 2. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit OrganizationsSubchapter 6 — Revised Uniform Unincorporated Nonprofit Association Act 4-28-605. Legal entity; Perpetual existence; Powers. (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 powers as an individual to do all things necessary or convenient to carry on its purposes. (d) An unincorporated nonprofit association may engage in profit-making activities but profits from any activities must be used or set aside for the association's nonprofit purposes. History Acts 2011, No. 202, § 2. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit OrganizationsSubchapter 6 — Revised Uniform Unincorporated Nonprofit Association Act 4-28-606. Ownership and transfer of property. (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. History Acts 2011, No. 202, § 2. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit OrganizationsSubchapter 6 — Revised Uniform Unincorporated Nonprofit Association Act 4-28-607. Statement of authority as to real property. (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 may be transferred by a person authorized to do so in a statement of authority recorded by the association in the office in the county in which a transfer of the property would be recorded. (c) A statement of authority must set forth: (1) the name of the unincorporated nonprofit association; (2) the address in this state, including the street address, if any, of the association or, if the association does not have an address in this state, its out-of-state address; (3) that the association is an unincorporated nonprofit association; and (4) the name, title, or position of a person authorized to transfer an interest in real property held in the name of the association. (d) A statement of authority must be executed in the same manner as an affidavit by a person other than the person authorized in the statement to transfer the interest. (e) A filing officer may collect a fee for recording a statement of authority in the amount authorized for recording a transfer of real property. (f) A document amending, revoking, or canceling a statement of authority or stating that the statement is unauthorized or erroneous must meet the requirements for executing and recording an original statement. (g) Unless canceled earlier, a recorded statement of authority and its most recent amendment expire five years after the date of the most recent recording. (h) If the record title to real property is in the name of an unincorporated nonprofit association and the statement of authority is recorded in the office of the county in which a transfer of the property would be recorded, the authority of the person named in the statement to transfer is conclusive in favor of a person that gives value without notice that the person lacks authority. History Acts 2011, No. 202, § 2. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit OrganizationsSubchapter 6 — Revised Uniform Unincorporated Nonprofit Association Act 4-28-608. Liability. (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 member or manager solely because the member acts as a member or the manager acts as a manager. (b) A person's status as a member or manager does not prevent or restrict law other than this subchapter from imposing liability on the person or the association because of the person's conduct. History Acts 2011, No. 202, § 2. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit OrganizationsSubchapter 6 — Revised Uniform Unincorporated Nonprofit Association Act 4-28-609. Assertion and defense of claims. (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. History Acts 2011, No. 202, § 2. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit OrganizationsSubchapter 6 — Revised Uniform Unincorporated Nonprofit Association Act 4-28-610. Effect of judgment or order. A judgment or order against an unincorporated nonprofit association is not by itself a judgment or order against a member or manager. History Acts 2011, No. 202, § 2. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit OrganizationsSubchapter 6 — Revised Uniform Unincorporated Nonprofit Association Act 4-28-611. Appointment of agent to receive service of process. (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 (2) the name of the person in this state authorized to receive service of process and the person's address, including the street address, in this state. (c) A statement appointing an agent must be signed and acknowledged by a person authorized to manage the affairs of the unincorporated nonprofit association and by the person appointed as the agent. By signing and acknowledging the statement the person becomes the agent. (d) An amendment to or cancellation of a statement appointing an agent to receive service of process must meet the requirements for executing of an original statement. An agent may resign by filing a resignation in the office of the Secretary of State and giving notice to the association. (e) The Secretary of State may collect a fee for filing a statement appointing an agent to receive service of process, an amendment, a cancellation, or a resignation in the amount charged for filing similar documents. History Acts 2011, No. 202, § 2. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit OrganizationsSubchapter 6 — Revised Uniform Unincorporated Nonprofit Association Act 4-28-612. Service of process. 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. History Acts 2011, No. 202, § 2. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit OrganizationsSubchapter 6 — Revised Uniform Unincorporated Nonprofit Association Act 4-28-613. Action or proceeding not abated by change. An action or proceeding against an unincorporated nonprofit association does not abate merely because of a change in its members or managers. History Acts 2011, No. 202, § 2. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit OrganizationsSubchapter 6 — Revised Uniform Unincorporated Nonprofit Association Act 4-28-614. Venue. 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. History Acts 2011, No. 202, § 2. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit OrganizationsSubchapter 6 — Revised Uniform Unincorporated Nonprofit Association Act 4-28-615. Member not agent. A member is not an agent of the association solely by reason of being a member. History Acts 2011, No. 202, § 2. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit OrganizationsSubchapter 6 — Revised Uniform Unincorporated Nonprofit Association Act 4-28-616. Approval by members. (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) sell, lease, exchange, or otherwise dispose of all, or substantially all, of the association's property, with or without the association's goodwill, outside the ordinary course of its activities; (5) dissolve under § 4-28-628(a)(2) or merge under § 4-28-630; (6) undertake any other act outside the ordinary course of the association's activities; or (7) determine the policy and purposes of the association. (b) An unincorporated nonprofit association must have the approval of the members to do any other act or exercise a right that the governing principles require to be approved by members. (c) (1) It is the public policy of the State of Arkansas to ensure that the members of an unincorporated nonprofit association remain in control over the governing principles, purposes, and policies of their association. (2) This section shall not be construed as limiting the right of the members of an unincorporated nonprofit association to adopt, amend, restate, or repeal the governing principles of their association. (3) (A) In addition to any manner stated in the governing principles, the members of an unincorporated nonprofit association shall retain the right to adopt, amend, restate, or repeal the governing principles by majority approval of its members. (B) The governing principles as amended or restated shall be given effect upon approval by a majority of the members. (C) A person who is not a member of the unincorporated nonprofit association has no standing to object to, or challenge the validity of, the members' adoption, amendment, or repeal of the unincorporated nonprofit association's governing principles, purposes, and policies. History Acts 2011, No. 202, § 2; 2023, No. 599, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit OrganizationsSubchapter 6 — Revised Uniform Unincorporated Nonprofit Association Act 4-28-617. Meetings of members; Voting, notice, and quorum requirements. (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. (b) Notice and quorum requirements for member meetings and the conduct of meetings of members are determined by the governing principles. History Acts 2011, No. 202, § 2. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit OrganizationsSubchapter 6 — Revised Uniform Unincorporated Nonprofit Association Act 4-28-618. Duties of member. (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 subchapter consistent with the governing principles and the obligation of good faith and fair dealing. History Acts 2011, No. 202, § 2. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit OrganizationsSubchapter 6 — Revised Uniform Unincorporated Nonprofit Association Act 4-28-619. Admission, suspension, dismissal, or expulsion of members. (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 vote of its members. A person may not be admitted as a member without the person's consent. (b) Unless the governing principles provide otherwise, the suspension, dismissal, or expulsion of a member does not relieve the member from any unpaid capital contribution, dues, assessments, fees, or other obligation incurred or commitment made by the member before the suspension, dismissal, or expulsion. History Acts 2011, No. 202, § 2. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit OrganizationsSubchapter 6 — Revised Uniform Unincorporated Nonprofit Association Act 4-28-620. Member's resignation. (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 unpaid capital contribution, dues, assessments, fees, or other obligation incurred or commitment made by the member before resignation. History Acts 2011, No. 202, § 2. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit OrganizationsSubchapter 6 — Revised Uniform Unincorporated Nonprofit Association Act 4-28-621. Membership interest not transferable. Except as otherwise provided in the governing principles, a member's interest or any right under the governing principles is not transferable. History Acts 2011, No. 202, § 2. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit OrganizationsSubchapter 6 — Revised Uniform Unincorporated Nonprofit Association Act 4-28-622. Selection of managers; Management rights of managers. 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 management and conduct of the association's activities; (5) all matters relating to the association's activities are decided by its managers except for matters reserved for approval by members in § 4-28-616; and (6) a difference among managers is decided by a majority of the managers. History Acts 2011, No. 202, § 2. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit OrganizationsSubchapter 6 — Revised Uniform Unincorporated Nonprofit Association Act 4-28-623. Duties of managers. (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 of the association, and with such care, including reasonable inquiry, as a prudent person would reasonably exercise in a similar position and under similar circumstances. A manager may rely in good faith upon any opinion, report, statement, or other information provided by another person that the manager reasonably believes is a competent and reliable source for the information. (c) After full disclosure of all material facts, a specific act or transaction that would otherwise violate the duty of loyalty by a manager may be authorized or ratified by a majority of the members that are not interested directly or indirectly in the act or transaction. (d) A manager that makes a business judgment in good faith satisfies the duties specified in subsection (a) if the manager: (1) is not interested, directly or indirectly, in the subject of the business judgment and is otherwise able to exercise independent judgment; (2) is informed with respect to the subject of the business judgment to the extent the manager reasonably believes to be appropriate under the circumstances; and (3) believes that the business judgment is in the best interests of the unincorporated nonprofit association and in accordance with its purposes. (e) The governing principles in a record may limit or eliminate the liability of a manager to the unincorporated nonprofit association or its members for damages for any action taken, or for failure to take any action, as a manager, except liability for: (1) the amount of financial benefit improperly received by a manager; (2) an intentional infliction of harm on the association or one or more of its members; (3) an intentional violation of criminal law; (4) breach of the duty of loyalty; or (5) improper distributions. History Acts 2011, No. 202, § 2. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit OrganizationsSubchapter 6 — Revised Uniform Unincorporated Nonprofit Association Act 4-28-624. Notice and quorum requirements for meetings of managers. Notice and quorum requirements for meetings of managers and the conduct of meetings of managers are determined by the governing principles. History Acts 2011, No. 202, § 2. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit OrganizationsSubchapter 6 — Revised Uniform Unincorporated Nonprofit Association Act 4-28-625. Right of member or manager to information. (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 regarding its activities, financial condition, and other circumstances, to the extent the information is material to the member's or manager's rights and duties under the governing principles. (b) An unincorporated nonprofit association may impose reasonable restrictions on access to and use of information to be furnished under this section, including designating the information confidential and imposing obligations of nondisclosure and safeguarding on the recipient. (c) An unincorporated nonprofit association may charge a person that makes a demand under this section reasonable copying costs, limited to the costs of labor and materials. (d) A former member or manager is entitled to information to which the member or manager was entitled while a member or manager if the information pertains to the period during which the person was a member or manager, the former member or manager seeks the information in good faith, and the former member or manager satisfies subsections (a) through (c) of this section. (e) This section shall not affect a record or information that may be accessed by the public under the Freedom of Information Act of 1967, § 25-19-101 et seq. History Acts 2011, No. 202, § 2. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit OrganizationsSubchapter 6 — Revised Uniform Unincorporated Nonprofit Association Act 4-28-626. Distributions prohibited; Compensation and other permitted payments. (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 member or manager for services rendered; (2) confer benefits on a member or manager in conformity with its nonprofit purposes; (3) repurchase a membership and repay a capital contribution made by a member to the extent authorized by its governing principles; or (4) make distributions of property to members upon winding up and termination to the extent permitted by § 4-28-629. History Acts 2011, No. 202, § 2. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit OrganizationsSubchapter 6 — Revised Uniform Unincorporated Nonprofit Association Act 4-28-627. Reimbursement; Indemnification; Advancement of expenses. (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 unincorporated nonprofit association may indemnify a member or manager for any debt, obligation, or other liability incurred in the course of the member's or manager's activities on behalf of the association if the person seeking indemnification has complied with §§ 4-28-618 and 4-28-623. Governing principles in a record may broaden or limit indemnification. (c) If a person is made or threatened to be made a party in an action based on that person's activities on behalf of an unincorporated nonprofit association and the person makes a request in a record to the association, a majority of the disinterested managers may approve in a record advance payment, or reimbursement, by the association, of all or a part of the reasonable expenses, including attorney's fees and costs, incurred by the person before the final disposition of the proceeding. To be entitled to an advance payment or reimbursement, the person must state in a record that the person has a good faith belief that the criteria for indemnification in subsection (b) have been satisfied and that the person will repay the amounts advanced or reimbursed if the criteria for payment have not been satisfied. The governing principles in a record may broaden or limit the advance payments or reimbursements. (d) An unincorporated nonprofit association may purchase insurance on behalf of a member or manager for liability asserted against or incurred by the member or manager in the capacity of a member or manager, whether or not the association has authority under this subchapter to reimburse, indemnify, or advance expenses to the member or manager against the liability. (e) The rights of reimbursement, indemnification, and advancement of expenses under this section apply to a former member or manager for an activity undertaken on behalf of the unincorporated nonprofit association while a member or manager. History Acts 2011, No. 202, § 2. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit OrganizationsSubchapter 6 — Revised Uniform Unincorporated Nonprofit Association Act 4-28-628. Dissolution. (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 members; (3) if no member can be located and the association's operations have been discontinued for at least three years, by the managers or, if the association has no current manager, by its last manager; (4) by court order; or (5) under law other than this subchapter. (b) After dissolution, an unincorporated nonprofit association continues in existence until its activities have been wound up and it is terminated pursuant to § 4-28-629. History Acts 2011, No. 202, § 2. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit OrganizationsSubchapter 6 — Revised Uniform Unincorporated Nonprofit Association Act 4-28-629. Winding up and termination. 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 designated by the donor must be transferred to that person. (3) Any property subject to a trust must be distributed in accordance with the trust agreement. (4) Any remaining property must be distributed as follows: (A) as required by law other than this subchapter that requires assets of an association to be distributed to another person with similar nonprofit purposes; (B) in accordance with the association's governing principles or in the absence of applicable governing principles, to the members of the association per capita or as the members direct; or (C) if neither subparagraph (A) nor (B) applies, under the Unclaimed Property Act, § 18-28-201 et seq. History Acts 2011, No. 202, § 2. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit OrganizationsSubchapter 6 — Revised Uniform Unincorporated Nonprofit Association Act 4-28-630. Mergers. (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) “Organization” means an unincorporated nonprofit association, a general partnership, including a limited liability partnership, limited partnership, including a limited liability limited partnership, limited liability company, business or statutory trust, corporation, or any other legal or commercial entity having a statute governing its formation and operation. The term includes a for-profit or nonprofit organization. (4) “Surviving organization” means an organization into which one or more other organizations are merged. (b) An unincorporated nonprofit association may merge with any organization that is authorized by law to merge with an unincorporated nonprofit association. (c) A merger involving an unincorporated nonprofit association is subject to the following rules: (1) Each constituent organization shall comply with its governing law. (2) Each party to the merger shall approve a plan of merger. The plan, which must be in a record, must include the following provisions: (A) the name and form of each organization that is a party to the merger; (B) the name and form of the surviving organization and, if the surviving organization is to be created by the merger, a statement to that effect; (C) if the surviving organization is to be created by the merger, the surviving organization's organizational documents that are proposed to be in a record; (D) if the surviving organization is not to be created by the merger, any amendments to be made by the merger to the surviving organization's organizational documents that are, or are proposed to be, in a record; and (E) the terms and conditions of the merger, including the manner and basis for converting the interests in each constituent organization into any combination of money, interests in the surviving organization, and other consideration except that the plan of merger may not permit members of an unincorporated nonprofit association to receive merger consideration if a distribution of such consideration would not be permitted in the absence of a merger under §§ 4-28-626 and 4-28-629. (3) The plan of merger must be approved by the members of each unincorporated nonprofit association that is a constituent organization in the merger. If a plan of merger would impose personal liability for an obligation of a constituent or surviving organization on a member of an association that is a party to the merger, the plan may not take effect unless it is approved in a record by the member. (4) Subject to the contractual rights of third parties, after a plan of merger is approved and at any time before the merger is effective, a constituent organization may amend the plan or abandon the merger as provided in the plan, or except as otherwise prohibited in the plan, with the same consent as was required to approve the plan. (5) Following approval of the plan, a merger under this section is effective: (A) if a constituent organization is required to give notice to or obtain the approval of a governmental agency or officer in order to be a party to a merger, when the notice has been given and the approval has been obtained; and (B) if the surviving organization: (i) is an unincorporated nonprofit association, as specified in the plan of merger and upon compliance by any constituent organization that is not an association with any requirements, including any required filings in the office of the Secretary of State, of the organization's governing statute; or (ii) is not an unincorporated nonprofit association, as provided by the statute governing the surviving organization. (d) 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 ceases to exist vests in the surviving organization; (4) all debts, obligations, or other liabilities of each nonsurviving organization continue as debts, obligations, or other liabilities of the surviving organization; (5) an action or proceeding pending by or against any nonsurviving organization may be continued as if the merger had not occurred; (6) except as prohibited by law other than this subchapter, all of the rights, privileges, immunities, powers, and purposes of each constituent organization that ceases to exist vest in the surviving organization; (7) except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect; (8) the merger does not affect the personal liability, if any, of a member or manager of a constituent organization for a debt, obligation, or other liability incurred before the merger is effective; and (9) a surviving organization that is not organized in this state is subject to the jurisdiction of the courts of this state to enforce any debt, obligation, or other liability owed by a constituent organization, if before the merger the constituent organization was subject to suit in this state for the debt, obligation, or other liability. (e) Property held for a charitable purpose under the law of this state by a constituent organization immediately before a merger under this section becomes effective may not, as a result of the merger, be diverted from the objects for which it was given, unless, to the extent required by or pursuant to the law of this state concerning cy pres or other law dealing with nondiversion of charitable assets, the organization obtains an appropriate order of the Pulaski County Circuit Court specifying the disposition of the property. (f) A bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance that is made to a nonsurviving organization and that takes effect or remains payable after the merger inures to the surviving organization. A trust obligation that would govern property if transferred to the nonsurviving organization applies to property that is transferred to the surviving organization under this section. History Acts 2011, No. 202, § 2. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit OrganizationsSubchapter 6 — Revised Uniform Unincorporated Nonprofit Association Act 4-28-631. Transition concerning real and personal property. (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 association under subsection (b) on January 1, 2012, the interest vests in the association, unless the parties to the transfer have treated the transfer as ineffective. (b) If before January 1, 2012, an interest in property was by terms of a transfer purportedly transferred to an unincorporated nonprofit association but the interest was vested in one or more persons to hold the interest for members of the association, on or after January 1, 2012, the persons, or their successors in interest, may transfer the interest to the association in its name, or the association may require the interest be transferred to it in its name. History Acts 2011, No. 202, § 2. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit OrganizationsSubchapter 6 — Revised Uniform Unincorporated Nonprofit Association Act 4-28-632. Uniformity of application and construction. 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. History Acts 2011, No. 202, § 2. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit OrganizationsSubchapter 6 — Revised Uniform Unincorporated Nonprofit Association Act 4-28-633. Relation to Electronic Signatures in Global and National Commerce Act. 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 the notices described in section 103(b) of that act, 15 U.S.C. § 7003(b). History Acts 2011, No. 202, § 2. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit OrganizationsSubchapter 6 — Revised Uniform Unincorporated Nonprofit Association Act 4-28-634. Savings clause. This subchapter does not affect an action or proceeding commenced or right accrued before this subchapter takes effect. History Acts 2011, No. 202, § 2. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit OrganizationsSubchapter 6 — Revised Uniform Unincorporated Nonprofit Association Act 4-28-635. [Reserved.] Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 28 Nonprofit OrganizationsSubchapter 6 — Revised Uniform Unincorporated Nonprofit Association Act 4-28-636. Effective date. This subchapter takes effect January 1, 2012. History Acts 2011, No. 202, § 2. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 29 Professional Corporations Tit. 4, Subtit. 3., Ch. 29 Note Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 29 Professional CorporationsSubchapter 1 — General Provisions 4-29-101. Persons associated with professional corporations — Limitations on personal liability. (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) In addition, no person shall be personally liable for any obligations or liabilities of a professional corporation solely because the person is a shareholder, director, officer, agent, or employee of the professional corporation. History Acts 1991, No. 1146, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 29 Professional CorporationsSubchapter 2 — Arkansas Professional Corporation Act Tit. 4, Subtit. 3., Ch. 29, Subch. 2 Note Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 29 Professional CorporationsSubchapter 2 — Arkansas Professional Corporation Act 4-29-201. Title. This subchapter may be cited as the “Arkansas Professional Corporation Act”. History Acts 1963, No. 155, § 1; A.S.A. 1947, § 64-2001. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 29 Professional CorporationsSubchapter 2 — Arkansas Professional Corporation Act 4-29-202. Definitions. 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” means any type of professional service which may be legally performed only pursuant to a license or other legal personal authorization for example, the personal service rendered by certified public accountants, architects, engineers, dentists, doctors, and attorneys at law; and (3) “Shareholder” means either: (A) The person in whose name shares are registered in the records of a corporation; or (B) The beneficial owner of shares of a revocable living trust where the shares are registered in the records of the corporation in the name of the revocable living trust. History Acts 1963, No. 155, § 2; 1970 (1st Ex. Sess.), No. 13, § 1; A.S.A. 1947, § 64-2002; Acts 1997, No. 306, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 29 Professional CorporationsSubchapter 2 — Arkansas Professional Corporation Act 4-29-203. Subchapter optional. (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 subchapter shall be construed as being optional. (b) This subchapter shall also be optional to other professional corporations now legally doing business in the State of Arkansas. History Acts 1963, No. 155, § 18; A.S.A. 1947, § 64-2018. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 29 Professional CorporationsSubchapter 2 — Arkansas Professional Corporation Act 4-29-204. Application of Arkansas Business Corporation Act. (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 corporations except so far as they may be limited or enlarged by this subchapter. (b) If any provision of this subchapter conflicts with the Arkansas Business Corporation Act of 1987, § 4-27-101 et seq., this subchapter shall take precedence. (c) If any person incorporating under the Arkansas Professional Corporation Act, § 4-29-201 et seq., the Medical Corporation Act, § 4-29-301 et seq., or the Dental Corporation Act, § 4-29-401 et seq., needs to convert to a business corporation as governed by the Arkansas Business Corporation Act of 1987, § 4-27-101 et seq., that professional association may do so by filing an amendment in accordance with § 4-27-1006, provided that the relevant licensing agency allows. History Acts 1963, No. 155, § 3; 1970 (1st Ex. Sess.), No. 13, § 2; A.S.A. 1947, § 64-2003; Acts 1999, No. 481, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 29 Professional CorporationsSubchapter 2 — Arkansas Professional Corporation Act 4-29-205. Professional relationships unaltered. 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. History Acts 1963, No. 155, § 15; A.S.A. 1947, § 64-2015. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 29 Professional CorporationsSubchapter 2 — Arkansas Professional Corporation Act 4-29-206. Formation of corporation. (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 et seq., to own, operate, and maintain a professional corporation and to engage in the professional services thereby authorized, by and through its licensed shareholders, directors, officers, and employees only. (b) It is mandatory that such professional services be rendered by or through persons who are duly and properly licensed, individually, to engage in the profession. History Acts 1963, No. 155, § 2; 1970 (1st Ex. Sess.), No. 13, § 1; A.S.A. 1947, § 64-2002; Acts 2001, No. 728, § 2. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 29 Professional CorporationsSubchapter 2 — Arkansas Professional Corporation Act 4-29-207. Corporate name. (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) and (2) of this section. (b) The name of a person who is not employed by the corporation shall not be included in the corporate name, except that the name of a deceased former shareholder or deceased member of a predecessor organization may continue to be included in the corporate name. (c) The corporate name shall end with the word “Chartered”, or “Limited”, or the abbreviation “Ltd.”, or the words “Professional Association”, or the abbreviation “P.A.”. History Acts 1963, No. 155, § 4; 1973, No. 76, § 1; A.S.A. 1947, § 64-2004. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 29 Professional CorporationsSubchapter 2 — Arkansas Professional Corporation Act 4-29-208. Officers, directors, and shareholders. 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, or control of the corporation, nor may any proxy to vote any shares of the corporation be given to a person who is not so licensed. History Acts 1963, No. 155, § 14; A.S.A. 1947, § 64-2014. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 29 Professional CorporationsSubchapter 2 — Arkansas Professional Corporation Act 4-29-209. Employees. 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 governing or applicable to his or her profession. History Acts 1963, No. 155, § 16; A.S.A. 1947, § 64-2016; Acts 2019, No. 315, § 112. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 29 Professional CorporationsSubchapter 2 — Arkansas Professional Corporation Act 4-29-210. Certificate of registration — Issuance, renewal, etc. (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 engage in the profession concerned. (b) Applications for registration shall be made in writing and shall contain the name and address of the corporation and such other information as may be required by the board, department, or agency. (c) (1) Upon receipt of the application, the board, department, or agency shall make an investigation of the corporation. (2) If it finds that the incorporators, officers, directors, and shareholders are each licensed pursuant to the laws of Arkansas to engage in the particular profession involved, and if no disciplinary action is pending before it against any of them, and if it appears that the corporation will be conducted in compliance with the law and the rules of the board, department, or agency, it shall issue, upon payment of a registration fee of twenty-five dollars ($25.00), a certificate of registration which shall remain effective until January 1 following the date of the registration. (d) Upon written application of the holder, accompanied by a fee of ten dollars ($10.00), the board, department, or agency which originally issued the certificate of registration shall annually renew the certificate of registration if it finds that the corporation has complied with its rules and the provisions of this subchapter. (e) The certificate of registration shall be conspicuously posted upon the premises to which it is applicable. (f) In the event of a change of location of the registered establishment, the board, department, or agency, in accordance with its rules, shall amend the certificate of registration so that it shall apply to the new location. (g) No certificate of registration shall be assignable. History Acts 1963, No. 155, §§ 5-9; A.S.A. 1947, §§ 64-2005 — 64-2009; Acts 2019, No. 315, §§ 113-115. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 29 Professional CorporationsSubchapter 2 — Arkansas Professional Corporation Act 4-29-211. Certificate of registration — Suspension or revocation. (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 promptly removed or discharged by the corporation; (2) Unethical professional conduct on the part of any officer, director, shareholder, or employee not promptly removed or discharged by the corporation; (3) The death of the last remaining shareholder; or (4) Upon finding that the holder of a certificate has failed to comply with the provisions of this subchapter or the rules prescribed by the state board, department, or agency that issued it. (b) Before any certificate of registration is suspended or revoked, the holder shall be given written notice of the proposed action and the reasons therefor and shall be given a public hearing by the state board, department, or agency giving the notice, with the right to produce testimony and other evidence concerning the charges made. The notice shall also state the place and date of the hearing, which shall be at least ten (10) days after service of the notice. History Acts 1963, No. 155, §§ 10, 11; A.S.A. 1947, §§ 64-2010, 64-2011; Acts 2019, No. 315, § 116. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 29 Professional CorporationsSubchapter 2 — Arkansas Professional Corporation Act 4-29-212. Certificate of registration — Appeal from denial, suspension, or revocation. (a) Any corporation, save and except attorneys at law, whose application for a certificate of registration has been denied or whose registration has been suspended or revoked may appeal within thirty (30) days after notice of the action by the board, department, or agency to the Pulaski County Circuit Court. (b) The court shall inquire into the cause of the board, department, or agency action and may affirm or reverse the decision and order a further hearing by the board, or may order the board to grant the appellant a certificate of registration. (c) The appeal shall be in the manner provided by law. (d) Notice of appeal shall be served upon the secretary of the board, department, or agency by serving the secretary a copy thereof within thirty (30) days after it has notified the appellant of its decision. The service may be by registered or certified mail. History Acts 1963, No. 155, §§ 12, 13; A.S.A. 1947, §§ 64-2012, 64-2013. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 29 Professional CorporationsSubchapter 2 — Arkansas Professional Corporation Act 4-29-213. Shares of deceased or disqualified shareholder — Price. If the articles of incorporation or bylaws of a corporation subject to this subchapter fail to state a price or method of determining a fixed price at which the corporation or its shareholders may purchase the shares of a deceased shareholder or a shareholder no longer qualified to own shares in the corporation, then the price for the shares shall be the book value as of the end of the month immediately preceding the death or disqualification of the shareholder. Book value shall be determined from the books and records of the corporation in accordance with the regular method of accounting used by the corporation. History Acts 1963, No. 155, § 17; A.S.A. 1947, § 64-2017. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 29 Professional CorporationsSubchapter 3 — Medical Corporation Act Tit. 4, Subtit. 3., Ch. 29, Subch. 3 Note Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 29 Professional CorporationsSubchapter 3 — Medical Corporation Act 4-29-301. Title. This subchapter may be cited as the “Medical Corporation Act”. History Acts 1961, No. 179, § 1; A.S.A. 1947, § 64-1701; Acts 1997, No. 306, § 2. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 29 Professional CorporationsSubchapter 3 — Medical Corporation Act 4-29-302. Definitions. As used in this subchapter: (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) “Foreign medical corporation” means a corporation: (A) Organized under laws other than the laws of this state; and (B) In which all officers, directors, and shareholders of the corporation are licensed to practice medicine in the state of incorporation; (3) “Professional service” means any type of professional service that may be legally performed only pursuant to a license or other legal personal authorization, for example: the personal service rendered by certified public accountants, architects, engineers, dentists, doctors, and attorneys at law; and (4) “Shareholder” means either: (A) The person in whose name shares are registered in the records of a corporation; or (B) The beneficial owner of shares of a revocable living trust where the shares are registered in the records of the corporation in the names of the revocable living trust. History Acts 1961, No. 179, § 1; A.S.A. 1947, § 64-1701; Acts 1997, No. 306, § 2; 2013, No. 135, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 29 Professional CorporationsSubchapter 3 — Medical Corporation Act 4-29-303. Application of Arkansas Business Corporation Act. (a) The Arkansas Business Corporation Act of 1987, § 4-27-101 et seq., shall be applicable to such corporations, including their organization, except that the required number of incorporators of a medical corporation shall be one (1) or more, and they shall enjoy the powers and privileges and be subject to the duties, restrictions, and liabilities of other corporations, except so far as the same may be limited or enlarged by this subchapter. (b) If any provision of this subchapter conflicts with the Arkansas Business Corporation Act of 1987, § 4-27-101 et seq., this subchapter shall take precedence. History Acts 1961, No. 179, § 3; 1970 (1st Ex. Sess.), No. 13, § 4; A.S.A. 1947, § 64-1703; Acts 1999, No. 480, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 29 Professional CorporationsSubchapter 3 — Medical Corporation Act 4-29-304. Physician-patient relationship unaltered. This subchapter does not alter any law applicable to the relationship between a physician furnishing medical service and a person receiving the service, including liability arising out of the service. History Acts 1961, No. 179, § 15; A.S.A. 1947, § 64-1715. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 29 Professional CorporationsSubchapter 3 — Medical Corporation Act 4-29-305. Formation of corporation — Employee licensing required. (a) One (1) or more persons licensed pursuant to the Arkansas Medical Practices Act, § 17-95-201 et seq., § 17-95-301 et seq., and § 17-95-401 et seq., may associate to form a corporation pursuant to the Arkansas Business Corporation Act of 1987, § 4-27-101 et seq., to own, operate, and maintain an establishment for the study, diagnosis, and treatment of human ailments and injuries, whether physical or mental, and to promote medical, surgical, and scientific research and knowledge. (b) However, medical or surgical treatment, consultation, or advice may be given by employees of the corporation only if they are licensed pursuant to the Arkansas Medical Practices Act, § 17-95-201 et seq., § 17-95-301 et seq., and § 17-95-401 et seq. History Acts 1961, No. 179, § 2; 1970 (1st Ex. Sess.), No. 13, § 3; A.S.A. 1947, § 64-1702; Acts 2001, No. 728, § 3. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 29 Professional CorporationsSubchapter 3 — Medical Corporation Act 4-29-306. Corporate name. (a) (1) The corporate name may contain the names of one (1) or more of the shareholders. (2) However, the name of a person who is not employed by the corporation shall not be included in the corporate name, except that the name of a deceased shareholder may continue to be included in the corporate name for one (1) year following the decease of the shareholder. (b) The corporate name shall end with the word “Chartered”, or the word “Limited”, or the abbreviation “Ltd.”, or the words “Professional Association”, or the abbreviation “P.A.”. History Acts 1961, No. 179, § 4; 1965, No. 435, § 1; A.S.A. 1947, § 64-1704. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 29 Professional CorporationsSubchapter 3 — Medical Corporation Act 4-29-307. Officers, directors, and shareholders. (a) All of the officers, directors, and shareholders of a corporation subject to this subchapter shall at all times be persons licensed pursuant to the Arkansas Medical Practices Act, § 17-95-201 et seq., § 17-95-301 et seq., and § 17-95-401 et seq. (b) No person who is not so licensed shall have any part in the ownership, management, or control of the corporation, nor may any proxy to vote any shares of the corporation be given to a person who is not so licensed. History Acts 1961, No. 179, § 14; A.S.A. 1947, § 64-1714. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 29 Professional CorporationsSubchapter 3 — Medical Corporation Act 4-29-308. Employees. Each individual employee licensed pursuant to the Arkansas Medical Practices Act, § 17-95-201 et seq., § 17-95-301 et seq., and § 17-95-401 et seq., 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 Arkansas Medical Practices Act, § 17-95-201 et seq., § 17-95-301 et seq., and § 17-95-401 et seq. History Acts 1961, No. 179, § 16; A.S.A. 1947, § 64-1716. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 29 Professional CorporationsSubchapter 3 — Medical Corporation Act 4-29-309. Certificate of registration — Issuance, renewal, etc. (a) No corporation shall open, operate, or maintain an establishment for any of the purposes set forth in § 4-29-305 without a certificate of registration from the Arkansas State Medical Board. (b) Application for the registration shall be made to the board in writing and shall contain the name and address of the corporation and such other information as may be required by the board. (c) (1) Upon receipt of the application, the board shall make an investigation of the corporation. (2) If the board finds that the incorporators, officers, directors, and shareholders are each licensed pursuant to the Arkansas Medical Practices Act, § 17-95-201 et seq., § 17-95-301 et seq., and § 17-95-401 et seq., and if no disciplinary action is pending before the board against any of them, and if it appears that the corporation will be conducted in compliance with law and the rules of the board, the board shall issue, upon payment of a registration fee of twenty-five dollars ($25.00), a certificate of registration which shall remain effective until January 1 following the date of the registration. (d) Upon written application of the holder, accompanied by a fee of ten dollars ($10.00), the board shall annually renew the certificate of registration if the board finds that the corporation has complied with its rules and the provisions of this subchapter. (e) The certificate of registration shall be conspicuously posted upon the premises to which it is applicable. (f) In the event of a change of location of the registered establishment, the board, in accordance with its rules, shall amend the certificate of registration so that it shall apply to the new location. (g) No certificate of registration shall be assignable. (h) (1) The board shall not increase or set assessed fees exceeding the amounts in this section. (2) If the board determines in its discretion that a reduction is in the best interest of the state, the board may reduce fees below the amounts in this section through the administrative rule process and by the approval of the Governor and either the Legislative Council or, if the General Assembly is in session, the Joint Budget Committee. History Acts 1961, No. 179, §§ 5-9; A.S.A. 1947, §§ 64-1705 — 64-1709; Acts 2019, No. 315, §§ 117, 118; 2023, No. 79, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 29 Professional CorporationsSubchapter 3 — Medical Corporation Act 4-29-310. Certificate of registration — Suspension or revocation. (a) The Arkansas State Medical Board may suspend or revoke any certificate of registration for any of the following reasons: (1) The revocation or suspension of the license to practice medicine of any officer, director, shareholder, or employee not promptly removed or discharged by the corporation; (2) Unethical professional conduct on the part of any officer, director, shareholder, or employee not promptly removed or discharged by the corporation; (3) The death of the last remaining shareholder; or (4) Upon finding that the holder of a certificate has failed to comply with the provisions of this subchapter or the rules prescribed by the board. (b) (1) Before any certificate of registration is suspended or revoked, the holder shall be given written notice of the proposed action and the reasons therefor and shall be given a public hearing by the board with the right to produce testimony concerning the charges made. (2) The notice shall also state the place and date of the hearing which shall be at least five (5) days after service of the notice. History Acts 1961, No. 179, §§ 10, 11; A.S.A. 1947, §§ 64-1710, 64-1711; Acts 2019, No. 315, § 119. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 29 Professional CorporationsSubchapter 3 — Medical Corporation Act 4-29-311. Certificate of registration — Appeal from denial, suspension, or revocation. (a) Any corporation whose application for a certificate of registration has been denied or whose registration has been suspended or revoked may appeal to the Pulaski County Circuit Court within thirty (30) days after notice of the action by the Arkansas State Medical Board. (b) The court shall inquire into the cause of the board's action and may affirm or reverse the decision and order a further hearing by the board or may order the board to grant the appellant a certificate of registration. (c) Appeal shall be in the manner provided by law. (d) (1) Notice of appeal shall be served upon the secretary of the board by serving the secretary a copy thereof within thirty (30) days after the board has notified the appellant of its decision. (2) The service may be by registered or certified mail. History Acts 1961, No. 179, §§ 12, 13; A.S.A. 1947, §§ 64-1712, 64-1713. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 29 Professional CorporationsSubchapter 3 — Medical Corporation Act 4-29-312. Shares of deceased or disqualified shareholder — Price. (a) If the articles of incorporation or bylaws of a corporation subject to this subchapter fail to state a price or method of determining a fixed price at which the corporation or its shareholders may purchase the shares of a deceased shareholder or a shareholder no longer qualified to own shares in the corporation, then the price for the shares shall be the book value as of the end of the month immediately preceding the death or disqualification of the shareholder. (b) Book value shall be determined from the books and records of the corporation in accordance with the regular method of accounting used by the corporation. History Acts 1961, No. 179, § 17; A.S.A. 1947, § 64-1717. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 29 Professional CorporationsSubchapter 3 — Medical Corporation Act 4-29-313. Foreign medical corporations — Certificates of registration — Governance — Licensure. (a) If a foreign medical corporation complies with this subchapter, the Arkansas State Medical Board may issue a certificate of registration to the foreign medical corporation. (b) A person who is not licensed to practice medicine shall not participate in the ownership, management, or control of a foreign medical corporation. (c) A proxy to vote shares of a foreign medical corporation shall not be given to a person who is not licensed to practice medicine. (d) A physician who is affiliated with a foreign medical corporation shall obtain a license to practice medicine from the board before practicing medicine in Arkansas. History Acts 2013, No. 135, § 2. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 29 Professional CorporationsSubchapter 4 — Dental Corporation Act Tit. 4, Subtit. 3., Ch. 29, Subch. 4 Note Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 29 Professional CorporationsSubchapter 4 — Dental Corporation Act 4-29-401. Title and definitions. (a) This subchapter may be cited as the “Dental Corporation Act”. (b) 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” means any type of professional service which may be legally performed only pursuant to license or other legal personal authorization, for example: the personal service rendered by certified public accountants, architects, engineers, dentists, doctors, and attorneys at law; and (3) “Shareholder” means either the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares of a revocable living trust where the shares are registered in the records of the corporation in the name of the revocable living trust. History Acts 1961, No. 471, § 1; A.S.A. 1947, § 64-1801; Acts 1997, No. 306, § 3. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 29 Professional CorporationsSubchapter 4 — Dental Corporation Act 4-29-402. Application of Arkansas Business Corporation Act. (a) The Arkansas Business Corporation Act of 1987, § 4-27-101 et seq., shall be applicable to such corporations, including their organization, except that the required number of incorporators of a dental corporation shall be one (1) or more, and they shall enjoy the powers and privileges and be subject to the duties, restrictions, and liabilities of other corporations, except so far as the same may be limited or enlarged by this subchapter. (b) If any provision of this subchapter conflicts with the Arkansas Business Corporation Act of 1987, § 4-27-101 et seq., this subchapter shall take precedence. History Acts 1961, No. 471, § 3; 1970 (1st Ex. Sess.), No. 13, § 6; A.S.A. 1947, § 64-1803; Acts 2001, No. 728, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 29 Professional CorporationsSubchapter 4 — Dental Corporation Act 4-29-403. Dentist-patient relationship unaltered. This subchapter does not alter any law applicable to the relationship between a dentist furnishing dental service and a person receiving the service, including liability arising out of the service. History Acts 1961, No. 471, § 15; A.S.A. 1947, § 64-1815. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 29 Professional CorporationsSubchapter 4 — Dental Corporation Act 4-29-404. Formation of corporation — Employee licensing required. One (1) or more persons licensed pursuant to the Arkansas Dental Practice Act, § 17-82-101 et seq., may associate to form a corporation pursuant to the Arkansas Business Corporation Act of 1987, § 4-27-101 et seq., to own, operate, and maintain an establishment for the study, diagnosis, and treatment of dental ailments and injuries and to promote dental and scientific research and knowledge. However, treatment, consultation, or advice may be given by employees of the corporation only if they are licensed pursuant to the Arkansas Dental Practice Act, § 17-82-101 et seq. History Acts 1961, No. 471, § 2; 1970 (1st Ex. Sess.), No. 13, § 5, A.S.A. 1947, § 64-1802; Acts 2001, No. 728, § 4. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 29 Professional CorporationsSubchapter 4 — Dental Corporation Act 4-29-405. Corporate name. (a) The corporate name shall contain the names of one (1) or more of the shareholders. However, the name of a person who is not employed by the corporation shall not be included in the corporate name, except that the name of a deceased shareholder may continue to be included in the corporate name for one (1) year following the decease of the shareholder. (b) A corporation organized under this subchapter need not include in its name the reference to corporation, incorporation, company, or the abbreviations “Co.” or “Inc.” as is now required of business corporations. History Acts 1961, No. 471, § 4; A.S.A. 1947, § 64-1804. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 29 Professional CorporationsSubchapter 4 — Dental Corporation Act 4-29-406. Officers, directors, and shareholders. All of the officers, directors, and shareholders of a corporation subject to this subchapter shall at all times be persons licensed pursuant to the Arkansas Dental Practice Act, § 17-82-101 et seq. No person who is not so licensed shall have any part in the ownership, management, or control of the corporation, nor may any proxy to vote any shares of the corporation be given to a person who is not so licensed. History Acts 1961, No. 471, § 14; A.S.A. 1947, § 64-1814. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 29 Professional CorporationsSubchapter 4 — Dental Corporation Act 4-29-407. Employees. Each individual employee licensed pursuant to the Arkansas Dental Practice Act, § 17-82-101 et seq., 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 Arkansas Dental Practice Act, § 17-82-101 et seq. History Acts 1961, No. 471, § 16; A.S.A. 1947, § 64-1816. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 29 Professional CorporationsSubchapter 4 — Dental Corporation Act 4-29-408. Certificate of registration — Issuance, renewal, etc. (a) No corporation shall open, operate, or maintain an establishment for any of the purposes set forth in § 4-29-404 without a certificate of registration from the Arkansas State Board of Dental Examiners. (b) Application for the registration shall be made to the board in writing and shall contain the name and address of the corporation and such other information as may be required by the board. (c) (1) Upon receipt of the application, the board shall make an investigation of the corporation. (2) If the board finds that the incorporators, officers, directors, and shareholders are each licensed pursuant to the Arkansas Dental Practice Act, § 17-82-101 et seq., and if no disciplinary action is pending before the board against any of them, and if it appears that the corporation will be conducted in compliance with law and the rules of the board, the board shall issue upon payment of a registration fee of twenty-five dollars ($25.00) a certificate of registration which shall remain effective until January 1 following the date of the registration. (d) Upon written application of the holder, accompanied by a fee of ten dollars ($10.00), the board shall annually renew the certificate of registration if the board finds that the corporation has complied with its rules and the provisions of this subchapter. (e) The certificate of registration shall be conspicuously posted upon the premises to which it is applicable. (f) In the event of a change of location of the registered establishment, the board, in accordance with its rules, shall amend the certificate of registration so that it shall apply to the new location. (g) No certificate of registration shall be assignable. History Acts 1961, No. 471, §§ 5-9; A.S.A. 1947, §§ 64-1805 — 64-1809; Acts 2019, No. 315, §§ 120-122. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 29 Professional CorporationsSubchapter 4 — Dental Corporation Act 4-29-409. Certificate of registration — Suspension or revocation. (a) The Arkansas State Board of Dental Examiners may suspend or revoke any certificate of registration for any of the following reasons: (1) The revocation or suspension of the license to practice dentistry of any officer, director, shareholder, or employee not promptly removed or discharged by the corporation; (2) Unethical professional conduct on the part of any officer, director, shareholder, or employee not promptly removed or discharged by the corporation; (3) The death of the last remaining shareholder; or (4) Upon finding that the holder of a certificate has failed to comply with the provisions of this subchapter or the rules prescribed by the board. (b) Before any certificate of registration is suspended or revoked, the holder shall be given written notice of the proposed action and the reasons therefor and shall be given a public hearing by the board with the right to produce testimony concerning the charges made. The notice shall also state the place and date of the hearing, which shall be at least five (5) days after service of the notice. History Acts 1961, No. 471, §§ 10, 11; A.S.A. 1947, §§ 64-1810, 64-1811; 2019, No. 315, § 123. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 29 Professional CorporationsSubchapter 4 — Dental Corporation Act 4-29-410. Certificate of registration — Appeal from denial, suspension, or revocation. (a) Any corporation whose application for a certificate of registration has been denied or whose registration has been suspended or revoked may appeal within thirty (30) days after notice of the action by the Arkansas State Board of Dental Examiners to the Pulaski County Circuit Court. (b) The court shall inquire into the cause of the board's action and may affirm or reverse the decision and order a further hearing by the board, or may order the board to grant the appellant a certificate of registration. (c) The appeal shall be in the manner provided by law. (d) Notice of appeal shall be served upon the secretary of the board by serving the secretary a copy thereof within thirty (30) days after the board has notified the appellant of its decision. The service may be by registered or certified mail. History Acts 1961, No. 471, §§ 12, 13; A.S.A. 1947, §§ 64-1812, 64-1813. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 29 Professional CorporationsSubchapter 4 — Dental Corporation Act 4-29-411. Shares of deceased or disqualified shareholder — Price. If the articles of incorporation or bylaws of a corporation subject to this subchapter fail to state a price or method of determining a fixed price at which the corporation or its shareholders may purchase the shares of a deceased shareholder or a shareholder no longer qualified to own shares in the corporation, then the price for the shares shall be the book value as of the end of the month immediately preceding the death or disqualification of the shareholder. Book value shall be determined from the books and records of the corporation in accordance with the regular method of accounting used by the corporation. History Acts 1961, No. 471, § 17; A.S.A. 1947, § 64-1817. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 30 Cooperative Associations Tit. 4, Subtit. 3., Ch. 30 Note Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 30 Cooperative AssociationsSubchapter 1 — General Provisions Tit. 4, Subtit. 3., Ch. 30, Subch. 1 Note Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 30 Cooperative AssociationsSubchapter 1 — General Provisions 4-30-101. Definition. As used in this chapter, unless the context otherwise requires, the “cooperative plan” shall be construed to mean a business concern that distributes the net profits of its business by: (1) The payment of a fixed dividend upon its stock; and (2) The remainder prorated to its several stockholders upon their purchases from or sales to the concern or both such purchases and sales. History Acts 1921, No. 632, § 2; Pope's Dig., § 2263; A.S.A. 1947, § 64-1503. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 30 Cooperative AssociationsSubchapter 1 — General Provisions 4-30-102. Purpose of chapter. The purpose of this chapter is to provide for the formation and carrying on of cooperative associations and to provide for the rights, powers, liabilities, and duties of such cooperative associations. History Acts 1921, No. 632, § 1; Pope's Dig., § 2262; A.S.A. 1947, § 64-1501. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 30 Cooperative AssociationsSubchapter 1 — General Provisions 4-30-103. Effect of chapter upon § 2-2-401 et seq. The provisions of this chapter shall not be construed in any manner to limit, restrict, enlarge, modify, change, conflict with, or in any manner whatever affect the provisions of the Cooperative Marketing Act, § 2-2-401 et seq., it being the intent of the General Assembly that each of those sections and this chapter shall be independent of each other. History Acts 1921, No. 632, § 17; Pope's Dig., § 2278; A.S.A. 1947, § 64-1517. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 30 Cooperative AssociationsSubchapter 1 — General Provisions 4-30-104. Acceptance of benefits of chapter. (a) All cooperative corporations, companies, or associations organized and doing business under prior statutes, or which have attempted to so organize and do business, shall have the benefit of all the provisions of this chapter and may be bound thereby on paying the fees provided for in this chapter and filing with the Secretary of State a written declaration signed and sworn to by its president and secretary, to the effect that the cooperative company or association has by a majority vote of its stockholders decided to accept the benefits of and be bound by the provisions of this chapter. (b) No association organized under this chapter shall be required to do or perform anything not specifically required herein in order to become a corporation or to continue its business as such. History Acts 1921, No. 632, § 11; Pope's Dig., § 2272; A.S.A. 1947, § 64-1512. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 30 Cooperative AssociationsSubchapter 1 — General Provisions 4-30-105. Administration of chapter. The provisions of this chapter shall be administered by the Secretary of State, who shall have power to employ such help as in his or her judgment is necessary to carry into effect the provisions of this chapter. History Acts 1921, No. 632, § 1; Pope's Dig., § 2262; A.S.A. 1947, §§ 64-1501, 64-1502. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 30 Cooperative AssociationsSubchapter 1 — General Provisions 4-30-106. Corporate title. The title of the corporation may begin with “The” and shall end with “Association”, “Company”, “Corporation”, “Exchange”, “Society”, “Union”, or “Incorporated” or its abbreviation “Inc.”. History Acts 1921, No. 632, § 2; Pope's Dig., § 2263; A.S.A. 1947, § 64-1503; Acts 1989, No. 493, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 30 Cooperative AssociationsSubchapter 1 — General Provisions 4-30-107. Membership — Purposes — Powers. (a) Any number of persons, corporations, or entities may associate themselves together as a cooperative corporation for any one (1) or more of the following purposes under the cooperative plan of the cooperative corporation: (1) Conducting an agricultural, dairy, mercantile, mining, manufacturing, mechanical, marketing, warehousing, transportation, construction, building, or property management business; (2) Conducting the business of the cooperative corporation; or (3) Accomplishing a purpose of the cooperative corporation. (b) A cooperative corporation may: (1) Buy, sell, or deal in products: (A) Produced or owned by the following: (i) The cooperative corporation; (ii) The individual members or patrons of the cooperative corporation; (iii) Another cooperative corporation; and (iv) The individual members or patrons of another cooperative corporation; and (B) Available in the open market; (2) Negotiate the price at which the products of the cooperative corporation may be sold; (3) Enter into a contract between the cooperative corporation and the individual members and patrons of the cooperative corporation or on behalf of the cooperative corporation or the individual members and patrons of the cooperative corporation; (4) Purchase, hold, lease, mortgage, encumber, sell, exchange, and convey real and personal property; (5) Erect buildings, structures, and other facilities on: (A) Property owned or leased by the cooperative corporation; and (B) A right-of-way legally acquired by the cooperative corporation; (6) Issue bonds and other evidence of indebtedness and borrow money to finance the business of the cooperative corporation; (7) Make an advance to the individual members and patrons of the cooperative corporation on products delivered by the individual members and patrons to the cooperative corporation; (8) Loan money to an individual member of the cooperative corporation or a corporation or association from which the cooperative corporation is constituted, with security that the cooperative corporation considers sufficient; (9) Purchase, acquire, hold, or dispose of stock of another association or corporation and assume all rights, interests, privileges, responsibilities, and obligations arising out of the ownership of the stock; (10) Purchase, own, and hold shares of capital stock, memberships, interests in nonstock capital, and evidences of indebtedness of a corporation if the purchase, ownership, or holding of the shares of capital stock, memberships, interests in nonstock capital, and evidences of indebtedness of the corporation is necessary or incidental to accomplishing a purpose stated in the articles of incorporation of the cooperative corporation; (11) Exercise fiduciary powers in relation to the members, cooperatives, or associations from which the cooperative corporation is constituted; (12) Take, receive, and hold real and personal property, including without limitation the principal and interest of money or other funds and rights in a contract, in trust for any purpose not inconsistent with the purposes of the cooperative corporation as determined by the articles of incorporation of the cooperative corporation; and (13) Exercise fiduciary powers in relation to taking, receiving, and holding real and personal property. History Acts 1921, No. 632, § 2; Pope's Dig., § 2263; A.S.A. 1947, § 64-1503; Acts 1989, No. 493, § 2; 2017, No. 748, § 2. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 30 Cooperative AssociationsSubchapter 1 — General Provisions 4-30-108. Articles of incorporation. (a) The members shall sign and acknowledge written articles of incorporation which shall contain: (1) The name of the cooperative corporation; (2) The name and residences of the persons forming the cooperative corporation; (3) The purpose of the organization; (4) The principal place of business; (5) The amount of capital stock; (6) The number of shares and the par value of each share; (7) The number of directors and the names of those selected for the first term; and (8) The time for which the cooperative corporation is to continue if the cooperative corporation is not of perpetual duration. (b) The original articles of incorporation or a certified copy of them shall be filed with the Secretary of State, who shall return to the cooperative corporation a certified copy of them, with the date of filing and attested with the seal of his or her office. (c) For filing the articles of incorporation and amendments thereto under this subchapter, the same fees shall be paid to the Secretary of State as are now required under the general corporation law. History Acts 1921, No. 632, §§ 3-5; Pope's Dig., §§ 2264 — 2266; A.S.A. 1947, §§ 64-1504 — 64-1506; Acts 2017, No. 748, § 3. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 30 Cooperative AssociationsSubchapter 1 — General Provisions 4-30-109. Bylaws. (a) Each corporation shall formulate bylaws prescribing the duties of the directors and officials, the manner of distributing the profits of its business, the manner of becoming a member, and such other rules and instructions to its officials and members as will tend to make the corporation an effective business organization. (b) Any association formed under this chapter may pass bylaws to govern itself in the carrying out of the provisions of this chapter which are not inconsistent with the provisions of this chapter. History Acts 1921, No. 632, §§ 9, 13; Pope's Dig., §§ 2269, 2274; A.S.A. 1947, §§ 64-1510, 64-1514. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 30 Cooperative AssociationsSubchapter 1 — General Provisions 4-30-110. Board of directors — Officers. (a) Every association shall be managed by a board of not fewer than five (5) directors. (b) The directors shall be elected by the stockholders of the association at such times and for such terms of office as the bylaws may prescribe and shall hold office for the time for which elected and until their successors are elected and shall enter upon the discharge of their duties. (c) A majority of the stockholders shall have power at any regular or special stockholders' meeting legally called to remove any director or official for cause and fill the vacancy, and thereupon the director so removed shall cease to be a director of the association. (d) (1) The officers of every association shall be a president, one (1) or more vice presidents, a secretary, and a treasurer and such other officers as may be deemed necessary by the board of directors. (2) The offices of secretary and treasurer may be combined into the office of secretary-treasurer. History Acts 1921, No. 632, § 7; Pope's Dig., § 2268; A.S.A. 1947, § 64-1508; Acts 1989, No. 493, § 3. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 30 Cooperative AssociationsSubchapter 1 — General Provisions 4-30-111. Prerequisite for commencing business. No corporation organized under the provisions of this chapter shall commence business until at least twenty percent (20%) of its capital stock has been paid for in actual cash and a sworn statement to that effect has been filed with the Secretary of State, and his or her receipt for the statement shall be construed as a permit to do business. History Acts 1921, No. 632, § 6; Pope's Dig., § 2267; A.S.A. 1947, § 64-1507. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 30 Cooperative AssociationsSubchapter 1 — General Provisions 4-30-112. Percentage of stock ownership limited — Voting by members. (a) No person shall be allowed to own or have an interest in more than ten percent (10%) of the capital stock of the corporation. (b) Voting upon all questions shall be by members and not by stock. History Acts 1921, No. 632, § 8; Pope's Dig., § 2270; A.S.A. 1947, § 64-1509. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 30 Cooperative AssociationsSubchapter 1 — General Provisions 4-30-113. Books and records — Right of inspection. (a) Each corporation organized under the provisions of this chapter shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its shareholders and board of directors and shall keep at its registered office or principal place of business in this state a record of its shareholders, giving the names and addresses of all shareholders and the number and class of the shares held by each. (b) (1) Any person who shall have been a shareholder of record for at least six (6) months immediately preceding his or her demand shall, upon written demand therefor, be furnished a full itemized accounting of all expenditures of the funds of the corporation during the preceding six-month period and shall have the right to examine, in person or by agent or attorney, at any reasonable time, for any proper purpose, its books and records of account, minutes, and record of shareholders and to make extracts therefrom. (2) Upon refusal by the corporation or by an officer or agent of the corporation to furnish an accounting or to permit an inspection of the corporation's books, records of account, minutes, or record of shareholders as provided in subdivision (b)(1) of this section, the person making demand therefor may file a civil action in the circuit court of the county in which the corporation maintains either its principal place of business or its registered office for the purpose of securing an order of the court directing the corporation, its officers, and agents to comply with the request. (3) The preceding shall be advanced upon the docket of the court, and the court shall hear the parties summarily, by affidavit or otherwise; and if the applicant establishes that he or she is qualified and entitled to the accounting or the inspection, the court shall grant an order for the accounting or the inspection, subject to any limitations which the court may prescribe; and the court may grant such other relief as to the court may seem just and proper. (4) The court may deny or restrict inspection or the request for information if it finds that the shareholder has improperly used information secured through any prior accounting or examination of the books and records of accounts or minutes, or record of shareholders, of the corporation or of any other corporation, or that he or she was not acting in good faith or for a proper purpose in making his or her demand. (c) Upon the written request of any shareholder of a corporation, the corporation shall mail to the shareholder its most recent financial statements showing in reasonable detail its assets and liabilities and the results of its operations. History Acts 1921, No. 632, § 10; Pope's Dig., § 2271; Acts 1969, No. 39, § 1; A.S.A. 1947, § 64-1511. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 30 Cooperative AssociationsSubchapter 1 — General Provisions 4-30-114. Annual reports. Each corporation organized under the provisions of this chapter shall make an annual report to the Secretary of State, as is required of other corporations. However, the cooperative corporation shall be required to report the names of its stockholders and the amount of the stock owned by each for such years only as may be required by the Secretary of State. History Acts 1921, No. 632, § 10; Pope's Dig., § 2271; Acts 1969, No. 39, § 1; A.S.A. 1947, § 64-1511. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 30 Cooperative AssociationsSubchapter 1 — General Provisions 4-30-115. Forms prescribed by Secretary of State. The form for receipts and any other papers necessary for carrying into effect the provisions of this chapter shall be prescribed by the Secretary of State. History Acts 1921, No. 632, § 12; Pope's Dig., § 2273; A.S.A. 1947, § 64-1513. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 30 Cooperative AssociationsSubchapter 1 — General Provisions 4-30-116. Organization, ownership, control, etc., of other corporations or associations. An association organized or existing hereunder may organize, form, operate, own, control, have an interest in, own stock of, or be a member of any corporation or association, with or without capital stock, engaged in any of the activities authorized under this chapter, whether formed under this or any other act of this or any other state. This chapter permits the federation of cooperative business enterprise in Arkansas. History Acts 1921, No. 632, § 14; Pope's Dig., § 2275; A.S.A. 1947, § 64-1515; Acts 1989, No. 493, § 4. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 30 Cooperative AssociationsSubchapter 1 — General Provisions 4-30-117. Liability of members for association's debts. Except for debts lawfully contracted between him or her and the association, no member shall be liable for the debts of the association to an amount exceeding the sum remaining unpaid on his or her membership fee or subscription to the capital stock, including any unpaid balance on any promissory notes given in payment thereof. History Acts 1921, No. 632, § 16; Pope's Dig., § 2277; A.S.A. 1947, § 64-1516. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 30 Cooperative AssociationsSubchapter 1 — General Provisions 4-30-118. Tort liability of cooperative. All cooperative corporations and associations organized under the laws of the State of Arkansas shall be liable and subject to being sued in the courts of the state for their torts resulting from the negligent acts of their agents, servants, and employees committed in the scope of their employment for the cooperatives. History Acts 1947, No. 362, § 1; A.S.A. 1947, § 64-1525. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 30 Cooperative AssociationsSubchapter 2 — Cooperative Banks Tit. 4, Subtit. 3., Ch. 30, Subch. 2 Note Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 30 Cooperative AssociationsSubchapter 2 — Cooperative Banks 4-30-201. Definition. As used in this subchapter, unless the context otherwise requires, “cooperative bank” means a corporation or association organized under the provisions of this chapter which receives deposits and forwards checks, drafts, or orders for collection. History Acts 1921, No. 632, § 18 as added by Acts 1937, No. 287, § 1; Pope's Dig., § 2279; A.S.A. 1947, § 64-1518. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 30 Cooperative AssociationsSubchapter 2 — Cooperative Banks 4-30-202. Applicability of subchapter. Nothing in this subchapter shall apply to or affect in any manner the so-called agricultural credit corporations or any other type of association organized under this chapter which does not receive deposits or forward checks, drafts, or orders for collection. History Acts 1921, No. 632, § 18 as added by Acts 1937, No. 287, § 1; Pope's Dig., § 2279; A.S.A. 1947, § 64-1518. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 30 Cooperative AssociationsSubchapter 2 — Cooperative Banks 4-30-203. Subchapter cumulative. All parts and portions of this subchapter which confer authority or jurisdiction upon the Bank Commissioner or which are in aid or furtherance of such authority or jurisdiction are declared to be cumulative to all laws and parts of laws relating to investment companies, and these portions shall be interpreted and construed accordingly. History Acts 1937, No. 287, § 3; A.S.A. 1947, § 64-1524. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 30 Cooperative AssociationsSubchapter 2 — Cooperative Banks 4-30-204. Future incorporation of cooperative banks prohibited. After March 22, 1937, it shall not be lawful to organize or create and there shall not be organized or created any cooperative bank as defined in § 4-30-201, and the Secretary of State shall issue no certificates of incorporation or charters for cooperative banks. History Acts 1921, No. 632, § 19 as added by Acts 1937, No. 287, § 1; Pope's Dig., § 2280; A.S.A. 1947, § 64-1519. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 30 Cooperative AssociationsSubchapter 2 — Cooperative Banks 4-30-205. Conditional termination of corporate existence. The corporate existence of all of such cooperative banks organized under this chapter prior to March 22, 1937, which are situated in cities, towns, and communities in which there is established and placed in operation a state or national bank or a teller's window branch thereof after March 22, 1937, shall expire and terminate not later than eighteen (18) months from the date that the state or national bank or a teller's window branch thereof opens or opened for business. However, no teller's window branch of any bank shall be placed in any incorporated town where a cooperative bank is in existence in the event a majority of the real property owners within the incorporated limits of the town or city shall protest by petition the State Bank Department's granting its permission to place a teller's window in the city or town. History Acts 1921, No. 632, § 21 as added by Acts 1937, No. 287, § 1; Pope's Dig., § 2282; A.S.A. 1947, § 64-1521. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 30 Cooperative AssociationsSubchapter 2 — Cooperative Banks 4-30-206. Noncomplying banks — Supervision by commissioner. On failure of any cooperative bank organized under this chapter prior to March 22, 1937, to comply with the provisions of § 4-30-205, it shall become the duty of the Bank Commissioner to take charge of the cooperative bank under the provisions of Acts 1931, No. 109, § 8 [repealed]. History Acts 1921, No. 632, § 22 as added by Acts 1937, No. 287, § 1; Pope's Dig., § 2283; A.S.A. 1947, § 64-1522. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 30 Cooperative AssociationsSubchapter 2 — Cooperative Banks 4-30-207. Banks declared investment companies — Penalty — Exception. (a) (1) Every cooperative bank organized under this chapter prior to March 22, 1937, which is not situated in a city, town, or community in which there is also situated a state or national bank or a teller's window branch thereof is declared to be an investment company and shall be placed under the regulation and supervision of the State Securities Department, in the same manner as now provided by law for other investment companies. (2) The Securities Commissioner, in consultation with the Secretary of the Department of Commerce and the Bank Commissioner, is authorized, empowered, and directed to make and promulgate all such rules not inconsistent herewith as shall be necessary or convenient for the administration and carrying out of this subchapter and for the supervision and control of all such organizations. (b) Failure to comply with any of the requirements of this section subjects the cooperative bank which is guilty of the failure and its president, its secretary, and its directors to the penalties provided for violation of the Arkansas Securities Act, § 23-42-101 et seq. (c) However, nothing in this subchapter shall apply to or affect any cooperative bank organized under this chapter prior to March 22, 1937, and situated on the campus of a school, college, or university and employed by the school as a means of instruction. History Acts 1921, No. 632, § 23 as added by Acts 1937, No. 287, § 1; Pope's Dig., § 2284; A.S.A. 1947, § 64-1523; Acts 2019, No. 315, § 124; 2019, No. 910, § 128; 2023, No. 475, § 2. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 31 Foreign Investors Tit. 4, Subtit. 3., Ch. 31 Note Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 31 Foreign InvestorsSubchapter 1 — General Provisions Tit. 4, Subtit. 3., Ch. 31, Subch. 1 Note [Reserved.] Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 31 Foreign InvestorsSubchapter 2 — Qualification to Do Business Tit. 4, Subtit. 3., Ch. 31, Subch. 2 Note Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 31 Foreign InvestorsSubchapter 2 — Qualification to Do Business 4-31-201. Permitted activities generally. Any foreign mutual savings bank, foreign mutual savings fund society, national banking association, foreign bank and trust company, or foreign insurance company, or any foreign corporation of which all the capital stock, except directors' qualifying shares, is owned by one (1) or more of the above-named organizations, shall not be considered to be transacting or engaging in business in this state by reason of carrying on in this state any of the following activities if the organization is not organized under the laws of this state and does not maintain a place of business within this state: (1) The acquisition or making of loans, or participation or interests therein, secured by deeds of trust, mortgages, or mortgage notes on real property situated in Arkansas pursuant to commitment agreements or arrangements made prior to or following the origination or creation of the loans; (2) The making, directly or through or in participation with national or state banks having their banking offices in this state or other Arkansas concerns engaged within this state in the business of making or servicing such loans, of loans secured by such mortgages or mortgage notes, or loans secured by assignments or pledges of obligations secured by such mortgages or mortgage notes; (3) The ownership, modification, renewals, extensions, transfers, or foreclosure of those loans, mortgages, or mortgage notes, or the acceptance of substitute or additional obligators thereon; (4) The maintenance of bank accounts in national or state banks having their banking offices within this state in connection with the collection or servicing of those loans, mortgages, or mortgage notes; (5) The maintenance of depositary or pledge-holder agreements or arrangements with national or state banks having their banking offices within this state in connection with the taking of assignments or pledges of such loans, mortgages, or mortgage notes; (6) The making, collection, and servicing of those loans, mortgages, or mortgage notes directly or through an Arkansas concern engaged in the business within this state of servicing real estate loans; (7) The taking of deeds to the mortgaged property for a reasonable period of time either in lieu of foreclosure or for the purpose of transferring title either to the Federal Housing Administration or to the Department of Veterans Affairs as the insurer or guarantor; (8) The acquisition of title to real property for a reasonable period of time under foreclosure sale or from the owner in lieu of foreclosure; (9) The management, rental, maintenance, and sale, or the operating, maintaining, renting, or otherwise dealing with, selling, or disposing of real property acquired under foreclosure sale or by agreement in lieu thereof; (10) The maintaining or defending of any actions or suits relating to those loans, deeds of trust, mortgages, mortgage notes, agreements, or other arrangements or activities referred to herein or incidental thereto; and (11) The physical inspection and appraisal of real property in Arkansas as security for mortgage notes or mortgages and negotiations for those loans. History Acts 1989, No. 947, § 2. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 31 Foreign InvestorsSubchapter 2 — Qualification to Do Business 4-31-202. Activities as fiduciary, trustee, or agent of trust. (a) The following shall likewise not be considered to be transacting or engaging in business in this state: (1) The acquisition or making of loans or participation or interest therein which is secured by mortgages or mortgage notes on real property located in this state; or (2) The doing of any or all the other acts or things with respect thereto enumerated in this subchapter by: (A) Any such bank, trust company, or any foreign corporation when acting as fiduciary, trustee, or agent of any trust, whether testamentary or inter vivos, including foundations and trusts established for the purpose of funding pension, profit-sharing, or employee benefit plans; (B) An endowed institution, foundation, or eleemosynary corporation; (C) Any corporation chartered under the laws of another state as a group insurance and annuity association and engaged in the business of insurance, annuities, pensions, and retirement plans for any group of persons, educational institutions, and others; or (D) Any foreign corporation all the capital stock of which, except directors' qualifying shares, is owned by one (1) or more of the entities referred to in subdivisions (a)(2)(A)-(C) of this section. (b) Any foreign corporation when so acting as fiduciary, trustee, or agent and any such trust, endowed institution, foundation, eleemosynary corporation, or group insurance and annuity association shall be entitled to all the rights, privileges, and exceptions set forth in this subchapter. History Acts 1989, No. 947, § 3. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 31 Foreign InvestorsSubchapter 2 — Qualification to Do Business 4-31-203. Extent of benefits and application of subchapter. (a) Nothing in this subchapter shall be construed as limiting the benefits and application of this subchapter to loans insured or guaranteed by the Federal Housing Administration, the Department of Veterans Affairs, or any other governmental agency or department. (b) The benefits of this subchapter shall extend to and include all loans or participations or interests therein secured by mortgages or mortgage notes on real property situated in Arkansas, whether or not insured or guaranteed. (c) Nothing in this subchapter shall be construed to permit any foreign corporation to do business in violation of the small loan law of the State of Arkansas nor of the laws of Arkansas governing the organization and operation of building and loan associations or societies, or savings and loan associations or societies, or any insurance company, nor to limit the authority of foreign corporations authorized to do unlimited business under the general laws of Arkansas, or to qualify to be so authorized. History Acts 1989, No. 947, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 31 Foreign InvestorsSubchapter 2 — Qualification to Do Business 4-31-204. Actions — Service of process — Venue. (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 within this state in relation to such mortgages or deeds of trust on real properties, securities, or debts, and service of process may be performed by service upon any custodian or agent appointed within the state. (2) If no custodian or agent has been appointed, the bank, trust company, foreign mutual savings bank, pension fund, foreign mutual savings fund society, mutual banking association, foreign insurance company, or other type of organization may be served with process under § 4-20-113. (b) The venue of an action under subsection (a) of this section is: (1) In the county of the residence of a plaintiff; or (2) If a subject of the action is land, in the county in which any part of the land is located. History Acts 1989, No. 947, § 4; 2009, No. 814, § 3. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 31 Foreign InvestorsSubchapter 2 — Qualification to Do Business 4-31-205. Taxes. (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 Secretary of State or to pay any tax or fee required to be paid by foreign corporations under any law of this state. (b) However, the exemption shall not include: (1) Ad valorem taxes assessed against any real property which the corporation, institution, or entity may own in the State of Arkansas; (2) Arkansas income, franchise, and privilege tax which may result from the sale, ownership, or control after acquisition of the property by foreclosure, or acquisition in lieu of foreclosure, either by virtue of the value of the specific piece of property so foreclosed or to which title is taken in lieu of foreclosure, or by virtue of the rental or other income realized from the property; or (3) Arkansas income taxes which may be levied upon financial institutions pursuant to § 26-51-1401 et seq. History Acts 1989, No. 947, § 5; 1995, No. 495, § 2. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 31 Foreign InvestorsSubchapter 3 — Service as Fiduciary Tit. 4, Subtit. 3., Ch. 31, Subch. 3 Note Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 31 Foreign InvestorsSubchapter 3 — Service as Fiduciary 4-31-301. Intent. 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 and trust companies, and that such authority was inadvertently repealed by the Arkansas Business Corporation Act of 1987, § 4-27-101 et seq. It is the intent of this section and §§ 4-31-302 and 4-31-303 to reestablish that reciprocal authority and to ratify any transactions that have occurred since the enactment of the Arkansas Business Corporation Act of 1987, § 4-27-101 et seq., and which would have been valid under Acts 1979, No. 118 [repealed]. History Acts 1991, No. 402, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 31 Foreign InvestorsSubchapter 3 — Service as Fiduciary 4-31-302. Definitions. 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 other than the State of Arkansas, and any national bank having its principal office in the District of Columbia or a territory or another state, which bank or trust company is empowered to act as a fiduciary. History Acts 1991, No. 402, § 2. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 31 Foreign InvestorsSubchapter 3 — Service as Fiduciary 4-31-303. Appointment authorized. 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, deed, agreement, declaration, indenture, court order, or decree, or otherwise, when and to the extent that the District of Columbia, territory, or other state in which the foreign bank or trust company is organized and has its principal office grants such fiduciary authority to a bank or trust company organized under the laws of and having its principal office in the State of Arkansas, or to a national bank having its principal office in the State of Arkansas. History Acts 1991, No. 402, § 2. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 31 Foreign InvestorsSubchapter 4 — Filing Procedure for Foreign Business Trusts Tit. 4, Subtit. 3., Ch. 31, Subch. 4 Note Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 31 Foreign InvestorsSubchapter 4 — Filing Procedure for Foreign Business Trusts 4-31-401. Definition. 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 certificate evidencing beneficial interest in the trust. History Acts 1999, No. 1366, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 31 Foreign InvestorsSubchapter 4 — Filing Procedure for Foreign Business Trusts 4-31-402. Filing requirements. (a) (1) A business trust, for the purpose of this subchapter, shall be foreign. (2) A foreign business trust includes every foreign business trust. (b) Any foreign business trust desiring to transact business in this state shall deliver to the Secretary of State: (1) A form provided by the Secretary of State's office or an executed copy of the articles, declaration of trust, or trust agreement by which the trust was created and all amendments thereto, or a true copy thereof certified to be such by a trustee of the trust before a notary or by a public official of another state territory or country in whose office an executed copy thereof is on file; (2) A verified list of the names, residences, and post office addresses of its trustees; (3) An affidavit setting forth its assumed business name, if any; and (4) A foreign business trust shall deliver to the Secretary of State the location of its principal office, the information required by § 4-20-105(a), and its irrevocable consent to service of process duly signed by a majority of its trustees to bind the business trust by such irrevocable consent. (c) When a foreign business trust has complied with the delivery requirements as provided in this section, the Secretary of State, after determining that all requirements have been met, shall file the delivered documents of foreign business trusts and the foreign business trusts may thereupon commence business. (d) Upon the filing of the form provided by the Secretary of State or the copy of articles, declaration of trust, or trust agreement and the payment of a filing fee in compliance with the laws of the State of Arkansas, the Secretary of State shall issue to the trustee named in the form or articles, declaration of trust, or trust agreement, a certificate showing that the declaration of trust has been on file in the office, whereupon such association shall be authorized to transact business in this state provided that all other applicable laws have been followed. (e) (1) The articles, declaration of trust, or trust agreement by which any foreign business trust was created may be amended in the manner specified therein or in such manner as is valid under the law applicable to the foreign business trust. (2) Provided, that no amendment shall be legally effected in the state until a copy thereof has been filed with the Secretary of State. History Acts 1999, No. 1366, § 2; 2007, No. 638, § 28. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 31 Foreign InvestorsSubchapter 4 — Filing Procedure for Foreign Business Trusts 4-31-403. Applicability of law. (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 securities, filing the required statements or reports, service of process, general grants of power to act, withdrawal, right to sue and be sued, limitation of individual liability of shareholders, and rights to acquire, mortgage, sell, lease, operate, and otherwise deal in or with real and personal property. History Acts 1999, No. 1366, § 3. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 31 Foreign InvestorsSubchapter 4 — Filing Procedure for Foreign Business Trusts 4-31-404. Discontinuing trust business. (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 evidence to the Secretary of State, the Secretary of State shall withdraw any authority to do a trust business previously issued to that foreign business trust, and thereafter the foreign business trust shall not be permitted to use and shall not undertake the administration of any trust business in the State of Arkansas. (b) No person may transact or conduct business within the state under any articles, declaration of trust, or trust agreement without first complying with the provisions and requirements of this subchapter, and no person organized to do business under any articles, declaration of trust, or trust agreement may offer to sell, barter, or exchange any unit, share, contact, notes, bond, mortgage, oil or mineral lease, or other securities, without first having to comply with the provisions and requirements of this subchapter. History Acts 1999, No. 1366, § 4. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 31 Foreign InvestorsSubchapter 4 — Filing Procedure for Foreign Business Trusts 4-31-405. Merger or consolidation. (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 United States or any foreign country or other foreign jurisdiction, with the foreign business trust or other business entity, as the agreement shall provide, being the surviving or resulting business trust or other business entity unless otherwise provided in the governing instrument of a foreign business trust. (2) A merger or consolidation shall be approved by each business trust which is to merge or consolidate by all of the trustees and the beneficial owners of the business trust. (b) (1) If a business trust is merging or consolidating under this section, the business trust or other business entity surviving or resulting in or from the merger or consolidation shall file a certificate of merger or consolidation in the office of the Secretary of State. (2) The certificate of merger or consolidation shall state: (A) The name and jurisdiction of formation or organization of each of the business trusts or other business entities which are to merge or consolidate; (B) That an agreement of merger or consolidation has been approved and executed by each of the business trusts or other business entities which are to merge or consolidate; (C) The name of the surviving or resulting business trust or other business entity; (D) (i) The future effective date or time, which shall be a date or time certain, of the merger or consolidation if it is not to be effective upon the certificate of merger or consolidation. (ii) The effective date can be no later than ninety (90) days after the filing of the original documents; (E) That the executed agreement of merger or consolidation is on file at the principal place of business of the surviving or resulting business trust or other business entity and shall state the address thereof; (F) That a copy of the agreement of merger or consolidation will be furnished by the surviving or resulting business trust or other business entity on request and without cost to any beneficial owner of any business trust or any person holding an interest in any other business entity which is to merge or consolidate; and (G) If the surviving or resulting entity is not a business trust or other business entity formed or organized or existing under the laws of the State of Arkansas, that the surviving or resulting entity has filed a statement appointing an agent for service of process under § 4-20-112 and may be served with process under § 4-20-113 if the surviving or resulting entity fails to appoint or maintain a registered agent for service of process. (c) Unless a future effective date or time is provided in a certificate of merger or consolidation, in which event a merger or consolidation shall be effective at any such future effective date or time, a merger or consolidation shall be effective upon the filing in the office of the Secretary of State of a certificate of merger or consolidation. (d) A certificate of merger or consolidation shall act as a certificate of cancellation for a foreign business trust which is not the surviving or resulting entity in the merger or consolidation. (e) When any merger or consolidation shall have become effective under this section, for all purposes of the laws of the state, all of the rights, privileges, and powers of each of the business trusts and other business entities that have merged or consolidated, and all property, real, personal, and mixed, and all debts due to any business trusts and other business entities, as well as all other things and causes of action belonging to each of the business trusts and other business entities, shall be vested in the surviving or resulting business trust or other business entity, and shall thereafter be the property of the surviving or resulting business trust or other business entity as they were of each of the business trusts and other business entities that have merged or consolidated, and the title to any real property vested by deed or otherwise, under the laws of the state, in any of the business trusts and other business entities, shall not revert or be in any way impaired by reason of this chapter, but all rights of creditors and all liens upon any property of any of the business trusts and other business entities shall be preserved unimpaired, and all debts, liabilities, and duties of each of the business trusts and other business entities that have merged or consolidated shall thenceforth attach to the surviving or resulting business trust or other business entity and may be enforced against it to the same extent as if debts, liabilities, and duties had been incurred or contracted by it. History Acts 1999, No. 1366, § 5; 2009, No. 814, § 4. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 31 Foreign InvestorsSubchapter 4 — Filing Procedure for Foreign Business Trusts 4-31-406. Filing fees. (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: Click here to view table. (b) (1) The Secretary of State shall collect a fee of twenty-five dollars ($25.00) each time process is served on him or her under this subchapter. (2) The party to a proceeding causing service of process is entitled to recover the process fee as costs if the party prevails in the proceeding. (c) The Secretary of State shall collect the following fees for copying and certifying the copy of any filed document relating to a domestic or foreign business trust: (1) Fifty cents (50¢) a page for copying; and (2) Five dollars ($5.00) for the certificate. History Acts 1999, No. 1366, § 6; 2007, No. 638, § 29; 2007, No. 646, § 4. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 32 Small Business Entity Tax Pass Through Act Tit. 4, Subtit. 3., Ch. 32 Note [Repealed.] Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 32 Small Business Entity Tax Pass Through Act 4-32-101 — 4-32-1401. [Repealed.] Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993 Tit. 4, Subtit. 3., Ch. 33 Note Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 1 — General Provisions Tit. 4, Subtit. 3., Ch. 33, Subch. 1 Note Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 1 — General ProvisionsPart A: Short Title and Applications 4-33-101. Short title. This chapter shall be known and may be cited as the “Arkansas Nonprofit Corporation Act of 1993”. History Acts 1993, No. 1147, § 101. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 1 — General ProvisionsPart A: Short Title and Applications 4-33-102. Reservation of power to amend or repeal. 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. History Acts 1993, No. 1147, § 102. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 1 — General ProvisionsPart A: Short Title and Applications 4-33-103 — 4-33-119. [Reserved.] Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 1 — General ProvisionsPart B: Filing Documents 4-33-120. Filing requirements. (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 State. (c) The document must contain the information required by this chapter. It may contain other information as well. (d) The document must be typewritten or printed. (e) The document must be in the English language. However, a corporate name need not be in English if written in English letters or Arabic or Roman numerals, and the certificate of existence required of foreign corporations need not be in English if accompanied by a reasonably authenticated English translation. (f) The document must be executed: (1) by the presiding officer of its board of directors of a domestic or foreign corporation, its president, or by another of its officers; (2) if directors have not been selected or the corporation has not been formed, by an incorporator; or (3) if the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary. (g) The person executing a document shall sign it and state beneath or opposite the signature his or her name and the capacity in which he or she signs. The document may, but need not, contain: (1) the corporate seal; (2) an attestation by the secretary or an assistant secretary; or (3) an acknowledgment, verification, or proof. (h) If the Secretary of State has prescribed a mandatory form for a document under § 4-33-121, the document must be in or on the prescribed form. (i) The document must be delivered to the office of the Secretary of State for filing and must be accompanied by one (1) exact or conformed copy (except as provided in §§ 4-33-503 [repealed] and 4-33-1509), the correct filing fee, and any franchise tax, license fee, or penalty required by this chapter or other law. History Acts 1993, No. 1147, § 120; 2019, No. 819, § 11; 2021, No. 523, § 10. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 1 — General ProvisionsPart B: Filing Documents 4-33-121. Forms. 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 certificate of withdrawal. If the Secretary of State so requires, use of these forms is mandatory. History Acts 1993, No. 1147, § 121. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 1 — General ProvisionsPart B: Filing Documents 4-33-122. Filing, service, and copying fees. (a) The Secretary of State shall collect the following fees when the documents described in this subsection are delivered for filing:Click here to view table. (b) (1) The Secretary of State shall collect a fee of twenty-five dollars ($25.00) upon being served with process under this chapter. (2) The party to a proceeding causing service of process is entitled to recover the fee paid the Secretary of State as costs if the party prevails in the proceeding. (c) The Secretary of State shall collect the following fees for copying and certifying the copy of any filed document relating to a domestic or foreign corporation: (1) Fifty cents (50¢) a page for copying; and (2) Five dollars ($5.00) for the certificate. (d) The Secretary of State shall collect the following fees when the documents described in this subsection are delivered to him or her by electronic means: Click here to view table. History Acts 1993, No. 1147, § 122; 2001, No. 1395, § 4; 2007, No. 638, § 36; 2007, No. 646, § 7. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 1 — General ProvisionsPart B: Filing Documents 4-33-123. Effective date of document. (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 the date it is filed. (b) A document may specify a delayed effective time and date, and if it does so the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date. A delayed effective date for a document may not be later than the ninetieth day after the date filed. History Acts 1993, No. 1147, § 123. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 1 — General ProvisionsPart B: Filing Documents 4-33-124. Correcting filed document. (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 correction that (i) describe the document (including its filing date) or attach a copy of it to the articles, (ii) specify the incorrect statement and the reason it is incorrect or the manner in which the execution was defective, and (iii) correct the incorrect statement or defective execution; and (2) by delivering the articles of correction to the Secretary of State. (c) Articles of correction are effective on the effective date of the document they correct except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, articles of correction are effective when filed. History Acts 1993, No. 1147, § 124. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 1 — General ProvisionsPart B: Filing Documents 4-33-125. Filing duty of Secretary of State. (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 State's name and official title and the date and time of receipt, on both the original and the document copy and on the receipt for the filing fee. After filing a document, except as provided in § 4-33-1510, the Secretary of State shall deliver the document copy, with the filing fee receipt (or acknowledgement of receipt if no fee is required) attached, to the domestic or foreign corporation or its representative. (c) Upon refusing to file a document, the Secretary of State shall return it to the domestic or foreign corporation or its representative within five (5) days after the document was delivered, together with a brief, written explanation of the reason or reasons for the refusal. (d) The Secretary of State's duty to file documents under this section is ministerial. Filing or refusal to file a document does not: (1) affect the validity or invalidity of the document in whole or in part; (2) relate to the correctness or incorrectness of information contained in the document; or (3) create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect. History Acts 1993, No. 1147, § 125; 2007, No. 638, § 37. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 1 — General ProvisionsPart B: Filing Documents 4-33-126. Appeal from Secretary of State's refusal to file document. (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 County Circuit Court if the corporation does not have a principal office in this state. The appeal is commenced by petitioning the court to compel filing the document and by attaching to the petition the document and the Secretary of State's explanation of the refusal to file. (b) The court may summarily order the Secretary of State to file the document or take other action the court considers appropriate. (c) The court's final decision may be appealed as in other civil proceedings. History Acts 1993, No. 1147, § 126; 2007, No. 638, § 38. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 1 — General ProvisionsPart B: Filing Documents 4-33-127. Evidentiary effect of copy of filed document. 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. History Acts 1993, No. 1147, § 127. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 1 — General ProvisionsPart B: Filing Documents 4-33-128. Certificate of existence. (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; (2) that (i) the domestic corporation is duly incorporated under the law of this state, the date of its incorporation, and the period of its duration if less than perpetual; or (ii) that the foreign corporation is authorized to transact business in this state; (3) that all fees, taxes, and penalties owed to this state have been paid, if (i) payment is reflected in the records of the Secretary of State and (ii) nonpayment affects the good standing of the domestic or foreign corporation; (4) that articles of dissolution have not been filed; and (5) other facts of record in the office of the Secretary of State that may be requested by the applicant. (c) Subject to any qualification stated in the certificate, a certificate of existence issued by the Secretary of State may be relied upon as conclusive evidence that the domestic or foreign corporation is in good standing in this state. History Acts 1993, No. 1147, § 128. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 1 — General ProvisionsPart B: Filing Documents 4-33-129. Penalty for signing false document. (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. History Acts 1993, No. 1147, § 129. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 1 — General ProvisionsPart C: Secretary of State 4-33-130. Powers. The Secretary of State has the power reasonably necessary to perform the duties required of him or her by this chapter. History Acts 1993, No. 1147, § 130. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 1 — General ProvisionsPart C: Secretary of State 4-33-131. Annual disclosure of information. (a) Each nonprofit domestic corporation, nonprofit foreign corporation, and nonprofit corporation organized under § 4-28-101 et seq. authorized to transact business in this state shall annually file with the Secretary of State by August 1 a statement that sets forth: (1) The name of the corporation; (2) The corporation's jurisdiction of incorporation; (3) The name and address of the corporation's registered agent for service of process; (4) The address of the corporation's principal office; (5) The names of the corporation's principal officers; and (6) The names and addresses of the corporation's directors. (b) If on or before January 31 of each year, a nonprofit domestic corporation, nonprofit foreign corporation, or nonprofit corporation organized under § 4-28-101 et seq. has not filed an annual disclosure statement, the Secretary of State shall proclaim: (1) The corporate charter or authority of the nonprofit domestic corporation, nonprofit foreign corporation, or nonprofit corporation organized under § 4-28-101 et seq. as not current; and (2) That, according to the Secretary of State's records, the nonprofit domestic corporation, nonprofit foreign corporation, or nonprofit corporation organized under § 4-28-101 et seq. is delinquent in the filing of the annual disclosure statement for the prior year. (c) (1) A nonprofit domestic corporation, nonprofit foreign corporation, or nonprofit corporation organized under § 4-28-101 et seq. whose charter or authority to do business in this state is declared not current under subdivision (b)(1) of this section, shall be reinstated to all rights, powers, and property after the nonprofit domestic corporation, nonprofit foreign corporation, or nonprofit corporation organized under § 4-28-101 et seq. files an annual disclosure statement for the previous four (4) years that were delinquent. (2) The annual disclosure statement shall be satisfactory to the Secretary of State. (3) Reinstatement of the nonprofit domestic corporation, nonprofit foreign corporation, or nonprofit corporation organized under § 4-28-101 et seq. under subdivision (c)(1) of this section shall be retroactive to the time that the nonprofit domestic corporation's, nonprofit foreign corporation's, or nonprofit corporation's authority to do business in this state was declared as not current. (d) (1) Reinstatement under subsection (c) of this section shall not be allowed after five (5) years from the date the charter or authority to do business in this state was declared not current under subdivision (b)(1) of this section. (2) After five (5) years, the nonprofit domestic corporation, nonprofit foreign corporation, or nonprofit corporation organized under § 4-28-101 et seq. shall be statutorily dissolved and the nonprofit domestic corporation, nonprofit foreign corporation, or nonprofit corporation organized under § 4-28-101 et seq. name shall become available immediately for use by another entity if deemed available by the Secretary of State. History Acts 2007, No. 569, § 1; 2023, No. 715, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 1 — General ProvisionsPart C: Secretary of State 4-33-132 — 4-33-139. [Reserved.] Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 1 — General ProvisionsPart D: Definitions 4-33-140. Chapter definitions. Unless the context otherwise requires in this chapter: (1) “Approved by (or approval by) the members” means approved or ratified by the affirmative vote of a majority of the votes represented and voting at a duly held meeting at which a quorum is present (which affirmative votes also constitute a majority of the required quorum) or by a written ballot or written consent in conformity with this chapter or by the affirmative vote, written ballot or written consent of such greater proportion, including the votes of all the members of any class, unit or grouping as may be provided in the articles, bylaws or this chapter for any specified member action. (2) “Articles of incorporation” or “articles” include amended and restated articles of incorporation and articles of merger. (3) “Board” or “board of directors” means the board of directors except that no person or group of persons are the board of directors because of powers delegated to that person or group pursuant to § 4-33-801. (4) “Bylaws” means the code or codes of rules (other than the articles) adopted pursuant to this chapter for the regulation or management of the affairs of the corporation irrespective of the name or names by which such rules are designated. (5) “Class” refers to a group of memberships which have the same rights with respect to voting, dissolution, redemption and transfer. For the purpose of this section, rights shall be considered the same if they are determined by a formula applied uniformly. (6) “Corporation” means public benefit, mutual benefit and religious corporation. (7) “Delegates” means those persons elected or appointed to vote in a representative assembly for the election of a director or directors or on other matters. (8) “Deliver” includes mail. (9) “Designated director” means a director who is authorized by the articles or bylaws of a corporation to be appointed by any person, corporation, or entity to a position as one (1) or more of the directors of the corporation. (10) “Directors” means individuals, designated in the articles or bylaws or elected by the incorporators, and their successors and individuals elected or appointed by any other name or title to act as members of the board. (11) “Distribution” means the payment of a dividend or any part of the income or profit of a corporation to its members, directors or officers. (12) “Domestic corporation” means a corporation organized under the laws of this state. (13) “Effective date of notice” is defined in § 4-33-141. (14) “Employee” does not include an officer or director who is not otherwise employed by the corporation. (15) “Entity” includes corporation and foreign corporation; business corporation and foreign business corporation; profit and nonprofit unincorporated association; corporation sole; business trust, estate, partnership, trust, and two (2) or more persons having a joint or common economic interest; and state, United States, and foreign government. (16) “File,” “filed,” or “filing” means filed in the office of the Secretary of State. (17) “Foreign corporation” means a corporation organized under a law other than the law of this state which would be a nonprofit corporation if formed under the laws of this state. (18) “Governmental subdivision” includes authority, county, district, and municipality. (19) “Includes” denotes a partial definition. (20) “Individual” includes the estate of an incompetent individual. (21) “Means” denotes a complete definition. (22) “Member” means (without regard to what a person is called in the articles or bylaws) any person or persons who on more than one (1) occasion, pursuant to a provision of a corporation's articles or bylaws, have the right to vote for the election of a director or directors. A person is not a member by virtue of any of the following: (i) any rights such person has as a delegate; (ii) any rights such person has to designate a director or directors; or (iii) any rights such person has as a director. (23) “Membership” refers to the rights and obligations a member or members have pursuant to a corporation's articles, bylaws and this chapter. (24) “Mutual benefit corporation” means a domestic corporation which is formed as a mutual benefit corporation pursuant to §§ 4-33-201 et seq., or is required to be a mutual benefit corporation pursuant to § 4-33-1707, formed to benefit, represent and serve a group of individuals or entities. (25) “Notice” is defined in § 4-33-141. (26) “Person” includes any individual or entity. (27) “Principal office” means the office (in or out of this state) so designated in the bylaws or, if none, the registered office of a domestic or foreign corporation. (28) “Proceeding” includes civil suit and criminal, administrative, and investigatory action. (29) “Public benefit corporation” means a domestic corporation which is formed as a public benefit corporation pursuant to §§ 4-33-201 et seq., or is required to be a public benefit corporation pursuant to § 4-33-1707 to perform good works, to benefit society or improve the human condition. (30) “Record date” means the date established under §§ 4-33-701 et seq. on which a corporation determines the identity of its members for the purposes of this chapter. (31) “Religious corporation” means a domestic corporation which is formed as a religious corporation pursuant to §§ 4-33-201 et seq., or is required to be a religious corporation pursuant to § 4-33-1707 for religious purposes. (32) “Secretary” means the corporate officer to whom the bylaws or the board of directors has delegated responsibility under § 4-33-840(b) for custody of the minutes of the directors' and members' meetings and for authenticating the records of the corporation. (33) “State,” when referring to a part of the United States, includes a state and commonwealth (and their agencies and governmental subdivisions) and a territory, and insular possession (and their agencies and governmental subdivisions) of the United States. (34) “United States” includes any district, authority, bureau, commission, department, and any other agency of the United States. (35) “Vote” includes authorization by written ballot and written consent. (36) “Voting power” means the total number of votes entitled to be cast for the election of directors at the time the determination of voting power is made, excluding a vote which is contingent upon the happening of a condition or event that has not occurred at the time. Where a class is entitled to vote as a class for directors, the determination of voting power of the class shall be based on the percentage of the number of directors the class is entitled to elect out of the total number of authorized directors. History Acts 1993, No. 1147, § 140. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 1 — General ProvisionsPart D: Definitions 4-33-141. Notice. (a) Notice may be oral or written. (b) Notice may be communicated in person; by telephone, telegraph, teletype, telecopier, facsimile, or other form of wire or wireless communication; or by mail or private carrier; if these forms of personal notice are impracticable, notice may be communicated by a newspaper of general circulation in the area where published; or by radio, television, or other form of public broadcast communication. (c) Oral notice is effective when communicated, if communicated in a comprehensible manner. (d) Written notice, if in a comprehensible form, is effective at the earliest of the following: (1) when received; (2) five (5) days after its deposit in the United States mail, as evidenced by the postmark, if mailed correctly addressed and with first class postage affixed; (3) on the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee; (4) thirty (30) days after its deposit in the United States mail, as evidenced by the postmark, if mailed correctly addressed and with other than first class, registered or certified postage affixed. (e) Written notice is correctly addressed to a member of a domestic or foreign corporation if addressed to the member's address shown in the corporation's current list of members. (f) A written notice or report delivered as part of a newsletter, magazine or other publication regularly sent to members shall constitute a written notice or report if addressed or delivered to the member's address shown in the corporation's current list of members, or in the case of members who are residents of the same household and who have the same address in the corporation's current list of members, if addressed or delivered to one (1) of such members, at the address appearing on the current list of members. (g) Written notice is correctly addressed to a domestic or foreign corporation (authorized to transact business in this state), other than in its capacity as a member, if addressed to its registered agent or to its secretary at its principal office. (h) If § 4-33-705(b) or any other provision of this chapter prescribes notice requirements for particular circumstances, those requirements govern. If articles or bylaws prescribe notice requirements, not inconsistent with this section or other provisions of this chapter, those requirements govern. History Acts 1993, No. 1147, § 141. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 1 — General ProvisionsPart D: Definitions 4-33-142 — 4-33-149. [Reserved.] Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 1 — General ProvisionsPart E: Private Foundations 4-33-150. Internal Revenue section 501(c)(3) — Organizations and private foundations. (a) Notwithstanding any provision of Arkansas law or in the articles of incorporation to the contrary, the articles of incorporation of each corporation organized under this chapter which is an exempt charitable, religious, literary, educational, or scientific organization as described in section 501(c)(3) of the Internal Revenue Code of 1986 shall be deemed to contain the following provisions: “Upon the dissolution of the corporation, the board of directors shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such charitable, educational, religious, literary, or scientific purposes as shall at the time qualify as an exempt organization or organizations under section 501(c)(3) of the Internal Revenue Code of 1986, or the corresponding provision of any future United States Internal Revenue Law, as the board of trustees shall determine. Any such assets not so disposed of shall be disposed of by the circuit court of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.” (b) Notwithstanding any provision of Arkansas law or in the articles of incorporation to the contrary, the articles of incorporation of each corporation which is subject to this chapter and which is a private foundation as defined in section 509(a) of the Internal Revenue Code of 1986 shall be deemed to contain the following provisions: (1) shall distribute such amounts for each taxable year at such time and in such manner as not to subject the corporation to tax under section 4942 of the Code. (2) shall not engage in any act of self-dealing as defined in section 4941(d) of the Code. (3) shall not retain any excess business holdings as defined in section 4943(c) of the Code. (4) shall not make any taxable expenditures as defined in section 4944 of the Code. (5) shall not make any taxable expenditures as defined in section 4945(d) of the Code. (c) The articles of incorporation of any corporation described in subsection (b) of this section may be amended to expressly exclude the application of subsection (b) and in the event of such amendment, subsection (b) shall not apply to that corporation. All references in this section to sections of the Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of subsequent internal revenue laws of the United States. History Acts 1993, No. 1147, § 150. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 1 — General ProvisionsPart E: Private Foundations 4-33-151 — 4-33-159. [Reserved.] Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 1 — General ProvisionsPart F: Judicial Relief 4-33-160. Judicial relief. (a) If for any reason it is impractical or impossible for any corporation to call or conduct a meeting of its members, delegates, or directors, or otherwise obtain their consent, in the manner prescribed by its articles, bylaws, or this chapter, then upon petition of a director, officer, delegate, or member, a circuit court sitting in the county of the principal office of the corporation may order that such a meeting be called or that a written ballot or other form of obtaining the vote of members, delegates, or directors be authorized, in such a manner as the court finds fair and equitable under the circumstances. (b) The court shall, in an order issued pursuant to this section, provide for a method of notice reasonably designed to give actual notice to all persons who would be entitled to notice of a meeting held pursuant to the articles, bylaws and this chapter, whether or not the method results in actual notice to all such persons or conforms to the notice requirements that would otherwise apply. In a proceeding under this section the court may determine who the members or directors are. (c) The order issued pursuant to this section may dispense with any requirement relating to the holding of or voting at meetings or obtaining votes, including any requirement as to quorums or as to the number or percentage of votes needed for approval, that would otherwise be imposed by the articles, bylaws, or this chapter. (d) Whenever practical any order issued pursuant to this section shall limit the subject matter of meetings or other forms of consent authorized to items, including amendments to the articles or bylaws, the resolution of which will or may enable the corporation to continue managing its affairs without further resort to this section; provided, however, that an order under this section may also authorize the obtaining of whatever votes and approvals are necessary for the dissolution, merger or sale of assets. (e) Any meeting or other method of obtaining the vote of members, delegates, or directors conducted pursuant to an order issued under this section, and that complies with all the provisions of such order, is for all purposes a valid meeting or vote, as the case may be, and shall have the same force and effect as if it complied with every requirement imposed by the articles, bylaws and this chapter. History Acts 1993, No. 1147, § 160. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 1 — General ProvisionsPart F: Judicial Relief 4-33-161 — 4-33-169. [Reserved.] Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 1 — General ProvisionsPart G: Attorney General 4-33-170 — 4-33-179. [Reserved.] Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 1 — General ProvisionsPart H: Religious Corporations — Constitutional Protections 4-33-180. Religious corporations — Constitutional protections. If religious doctrine governing the affairs of a religious corporation is inconsistent with the provisions of this chapter on the same subject, the religious doctrine shall control to the extent required by the Constitution of the United States or the constitution of this state or both. History Acts 1993, No. 1147, § 170. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 2 — Organization Tit. 4, Subtit. 3., Ch. 33, Subch. 2 Note Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 2 — Organization 4-33-201. Incorporators. One (1) or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the Secretary of State for filing. History Acts 1993, No. 1147, § 201. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 2 — Organization 4-33-202. Articles of incorporation. (a) The articles of incorporation must set forth: (1) a corporate name for the corporation that satisfies the requirements of § 4-33-401; (2) one (1) of the following statements: (i) this corporation is a public benefit corporation; (ii) this corporation is a mutual benefit corporation; or (iii) this corporation is a religious corporation; (3) the information required by § 4-20-105(a); (4) the name and address of each incorporator; (5) whether or not the corporation will have members; (6) provisions not inconsistent with law regarding the distribution of assets on dissolution; and (7) if converting to a nonprofit corporation from another form of entity, then the articles of incorporation shall include: (A) a statement that the corporation: (i) is a nonprofit corporation; and (ii) has converted under the Arkansas Nonprofit Corporation Act of 1993, § 4-33-101 et seq.; (B) (i) a description of the treatment of shares of stock. (ii) the description of the treatment of shares of stock: (a) may provide for the repurchase or exchange of shares of stock for certificates of membership if the corporation has members, and if the shares are repurchased, then the nonprofit corporation shall cancel the shares; or (b) shall provide that the shares of stock be canceled by the board of directors if the corporation does not have members; and (C) a statement that the Internal Revenue Service has been notified or will be notified within a reasonable time of the conversion and federal regulations were followed regarding the conversion. (b) The articles of incorporation may set forth: (1) the purpose or purposes for which the corporation is organized, which may be, either alone or in combination with other purposes, the transaction of any lawful activity; (2) the names and addresses of the individuals who are to serve as the initial directors; (3) provisions not inconsistent with law regarding: (i) managing and regulating the affairs of the corporation; (ii) defining, limiting, and regulating the powers of the corporation, its board of directors and members (or any class of members); and (iii) the characteristics, qualifications, rights, limitations and obligations attaching to each or any class of members; and (4) any provision that under this chapter is required or permitted to be set forth in the bylaws. (c) (1) Each incorporator named in the articles must sign the articles. (2) If an entity is a for-profit corporation that is converting to a nonprofit corporation, the conversion shall be approved by a three-fourths (¾) vote of the shareholders of the business corporation. (d) The articles of incorporation need not set forth any of the corporate powers enumerated in this chapter. (e) A for-profit corporation may convert to a nonprofit corporation under the Arkansas Nonprofit Corporation Act, §§ 4-28-201 — 4-28-206 and 4-28-209 — 4-28-224, or the Arkansas Nonprofit Corporation Act of 1993, § 4-33-101 et seq., upon the filing of an amendment to the corporation's articles of incorporation with the information required under this section. (f) A conversion to a nonprofit corporation under this chapter is effective when an amendment to the articles of incorporation is filed with the Secretary of State and the Secretary of State has collected the filing fees, service fees, and copying fees required under § 4-33-122. History Acts 1993, No. 1147, § 202; 2007, No. 638, § 39; 2019, No. 108, §§  3-5. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 2 — Organization 4-33-203. Incorporation. (a) Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are filed. (b) The Secretary of State's filing of the articles of incorporation is conclusive proof that the incorporation satisfied all conditions precedent to incorporation except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation. History Acts 1993, No. 1147, § 203. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 2 — Organization 4-33-204. Liability for preincorporation transactions. All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under this chapter, are jointly and severally liable for all liabilities created while so acting. History Acts 1993, No. 1147, § 204. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 2 — Organization 4-33-205. Organization of corporation. (a) After incorporation: (1) if initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting; (2) if initial directors are not named in the articles, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators: (i) to elect directors and complete the organization of the corporation; or (ii) to elect a board of directors who shall complete the organization of the corporation. (b) Action required or permitted by this chapter to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one (1) or more written consents describing the action taken and signed by each incorporator. (c) An organizational meeting may be held in or out of this state in accordance with § 4-33-820. History Acts 1993, No. 1147, § 205. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 2 — Organization 4-33-206. Bylaws. (a) The incorporators or board of directors of a corporation shall adopt bylaws for the corporation. (b) The bylaws may contain any provision for regulating and managing the affairs of the corporation that is not inconsistent with law or the articles of incorporation. History Acts 1993, No. 1147, § 206. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 2 — Organization 4-33-207. Emergency bylaws and powers. (a) Unless the articles provide otherwise the directors of a corporation may adopt, amend or repeal bylaws to be effective only in an emergency defined in subsection (d) of this section. The emergency bylaws, which are subject to amendment or repeal by the members, may provide special procedures necessary for managing the corporation during the emergency, including: (1) how to call a meeting of the board; (2) quorum requirements for the meeting; and (3) designation of additional or substitute directors. (b) All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends. (c) Corporate action taken in good faith in accordance with the emergency bylaws: (1) binds the corporation; and (2) may not be used to impose liability on a corporate director, officer, employee, or agent. (d) An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event. History Acts 1993, No. 1147, § 207. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 3 — Purposes and Powers Tit. 4, Subtit. 3., Ch. 33, Subch. 3 Note Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 3 — Purposes and Powers 4-33-301. Purposes. (a) Every corporation incorporated under this chapter has the purpose of engaging in any lawful activity unless a more limited purpose is set forth in the articles of incorporation. (b) A corporation engaging in an activity that is subject to regulation under another statute of this state may incorporate under this chapter only if incorporation under this chapter is not prohibited by the other statute. The corporation shall be subject to all limitations of the other statute. History Acts 1993, No. 1147, § 301. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 3 — Purposes and Powers 4-33-302. General powers. Unless its articles of incorporation provide otherwise, every corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its affairs including, without limitation, power: (1) to sue and be sued, complain and defend in its corporate names; (2) to have a corporate seal, which may be altered at will, and to use it, or a facsimile of it, by impressing or affixing or in any other manner reproducing it; (3) to make and amend bylaws not inconsistent with its articles of incorporation or with the laws of this state, for regulating and managing the affairs of the corporation; (4) to purchase, receive, lease, or otherwise acquire, and own, hold, improve, use, and otherwise deal with, real or personal property, or any legal or equitable interest in property, wherever located; (5) to sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part of its property; (6) to purchase, receive, subscribe for, or otherwise acquire, own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of, and deal in and with, shares or other interests in, or obligations of any entity; (7) to make contracts and guaranties, incur liabilities, borrow money, issue notes, bonds, and other obligations, and secure any of its obligations by mortgage or pledge of any of its property, franchises, or income; (8) to lend money, invest and revest its funds, and receive and hold real and personal property as security for repayment, except as limited by § 4-33-832; (9) to be a promoter, partner, member, associate or manager of any partnership, joint venture, trust or other entity; (10) to conduct its activities, locate offices, and exercise the powers granted by this chapter within or without this state; (11) to elect or appoint directors, officers, employees, and agents of the corporation, define their duties, and fix their compensation; (12) to pay pensions and establish pension plans, pension trusts, and other benefit and incentive plans for any or all of its current or former directors, officers, employees, and agents; (13) to make donations not inconsistent with law for the public welfare or for charitable, religious, scientific, or educational purposes and for other purposes that further the corporate interest; (14) to impose dues, assessments, admission and transfer fees upon its members; (15) to establish conditions for admission of members, admit members and issue memberships; (16) to carry on a business; (17) to serve as a trustee of a trust in which it or an entity affiliated by common program or purpose has a beneficial interest; and (18) to do all things necessary or convenient, not inconsistent with law, to further the activities and affairs of the corporation. History Acts 1993, No. 1147, § 302. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 3 — Purposes and Powers 4-33-303. Emergency powers. (a) In anticipation of or during an emergency defined in subsection (d) of this section, the board of directors of a corporation may: (1) modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and (2) relocate the principal office, designate alternative principal offices or regional offices, or authorize the officer to do so. (b) During an emergency defined in subsection (d) of this section, unless emergency bylaws provide otherwise: (1) notice of a meeting of the board of directors need be given only to those directors it is practicable to reach and may be given in any practicable manner, including by publication and radio; and (2) one (1) or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum. (c) Corporate action taken in good faith during an emergency under this section to further the ordinary affairs of the corporation: (1) binds the corporation; and (2) may not be used to impose liability on a corporate director, officer, employee, or agent. (d) An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event. History Acts 1993, No. 1147, § 303. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 3 — Purposes and Powers 4-33-304. Ultra vires. (a) Except as provided in subsection (b) of this section, the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act. (b) A corporation's power to act may be challenged in a proceeding against the corporation to enjoin an act where a third party has not acquired rights. The proceeding may be brought by the Attorney General, a director, or by a member or members in a derivative proceeding. (c) A corporation's power to act may be challenged in a proceeding against an incumbent or former director, officer, employee or agent of the corporation. The proceeding may be brought by a director, the corporation, directly, derivatively, or through a receiver, a trustee or other legal representative, or in the case of a public benefit corporation, by the Attorney General. History Acts 1993, No. 1147, § 304. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 4 — Names Tit. 4, Subtit. 3., Ch. 33, Subch. 4 Note Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 4 — Names 4-33-401. Corporate name. (a) A corporate name may not contain language stating or implying that the corporation is organized for a purpose other than that permitted by § 4-33-301 and its articles of incorporation. (b) Except as authorized by subsections (c), (d), and (e) of this section, a corporate name must be distinguishable upon the records of the Secretary of State from: (1) the corporate name of a nonprofit or business corporation incorporated or authorized to do business in this state; (2) a corporate name reserved or registered under § 4-33-402 or § 4-33-403 of this chapter or § 4-26-402 or § 4-27-402; or (3) the fictitious name of a foreign business or nonprofit corporation authorized to transact business in this state because its real name is unavailable. (c) In determining whether or not a corporate name is distinguishable under subsection (b) of this section, a corporate name that is different from the name of another entity or filing is distinguishable unless the only difference is one (1) or more of the following: (1) a suffix; (2) a definite or indefinite article; (3) the word “and” and the symbol “&”; (4) the singular, plural, or possessive form of a word; or (5) a punctuation mark or a symbol. (d) A corporation may apply to the Secretary of State for authorization to use a name that is not distinguishable upon the Secretary of State's records from one (1) or more of the names described in subsection (b) of this section. The Secretary of State shall authorize use of the name applied for if: (1) the other corporation consents to the use in writing and submits an undertaking in form satisfactory to the Secretary of State to change its name to a name that is distinguishable upon the records of the Secretary of State from the name of the applying corporation; or (2) the applicant delivers to the Secretary of State a certified copy of a final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state. (e) A corporation may use the name (including the fictitious name) of another domestic or foreign business or nonprofit corporation that is used in this state if the other corporation is incorporated or authorized to do business in this state and the proposed user corporation: (1) has merged with the other corporation; (2) has been formed by reorganization of the other corporation; or (3) has acquired all or substantially all of the assets, including the corporate name, of the other corporation. (f) This chapter does not control the use of fictitious names. History Acts 1993, No. 1147, § 401; 2023, No. 256, § 7. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 4 — Names 4-33-402. Reserved name. (a) A person may reserve the exclusive use of a corporate name, including a fictitious name for a foreign corporation whose corporate name is not available by delivering an application to the Secretary of State for filing. Upon finding that the corporate name applied for is available, the Secretary of State shall reserve the name for the applicant's exclusive use for a nonrenewable one hundred twenty-day period. (b) The owner of a reserved corporate name may transfer the reservation to another person by delivering to the Secretary of State a signed notice of the transfer that states the name and address of the transferee. History Acts 1993, No. 1147, § 402. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 4 — Names 4-33-403. Registered name. (a) A foreign corporation may register its corporate name, or its corporate name with any change required by § 4-33-1506, if the name is distinguishable upon the records of the Secretary of State from: (1) the corporate name of a nonprofit or business corporation incorporated or authorized to do business in this state; and (2) a corporate name reserved under § 4-33-402 or § 4-26-402 or § 4-27-402 or registered under this section. (b) A foreign corporation registers its corporate name, or its corporate name with any change required by § 4-33-1506 by delivering to the Secretary of State an application: (1) setting forth its corporate name, or its corporate name with any change required by § 4-33-1506, the state or country and date of its incorporation, and a brief description of the nature of the activities in which it is engaged; and (2) accompanied by a certificate of existence (or a document of similar import) from the state or country of incorporation. (c) The name is registered for the applicant's exclusive use upon the effective date of the application. (d) A foreign corporation whose registration is effective may renew it for successive years by delivering to the Secretary of State for filing a renewal application, which complies with the requirements of subsection (b) of this section, between October 1 and December 31 of the preceding year. The renewal application renews the registration for the following calendar year. (e) A foreign corporation whose registration is effective may thereafter qualify as a foreign corporation under that name or consent in writing to the use of that name by a corporation thereafter incorporated under this chapter or by another foreign corporation thereafter authorized to transact business in this state. The registration terminates when the domestic corporation is incorporated or the foreign corporation qualifies or consents to the qualification of another foreign corporation under the registered name. History Acts 1993, No. 1147, § 403. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 5 — Office and Agent Tit. 4, Subtit. 3., Ch. 33, Subch. 5 Note Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 5 — Office and Agent 4-33-501 — 4-33-504. [Repealed.] Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 6 — Members and MembershipPart A — Admission of Members 4-33-601. Admission. (a) The articles or bylaws may establish criteria or procedures for admission of members. (b) No person shall be admitted as a member without his or her consent. History Acts 1993, No. 1147, § 601. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 6 — Members and MembershipPart A — Admission of Members 4-33-602. Consideration. Except as provided in its articles or bylaws, a corporation may admit members for no consideration or for such consideration as is determined by the board. History Acts 1993, No. 1147, § 602. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 6 — Members and MembershipPart A — Admission of Members 4-33-603. No requirement of members. A corporation is not required to have members. History Acts 1993, No. 1147, § 603. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 6 — Members and MembershipPart A — Admission of Members 4-33-604 — 4-33-609. [Reserved.] Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 6 — Members and MembershipPart B — Types of Memberships — Members' Rights and Obligations 4-33-610. Differences in rights and obligations of members. All members shall have the same rights and obligations with respect to voting, dissolution, redemption and transfer, unless the articles or bylaws establish classes of membership with different rights or obligations. All members shall have the same rights and obligations with respect to any other matters, except as set forth in or authorized by the articles or bylaws. History Acts 1993, No. 1147, § 610. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 6 — Members and MembershipPart B — Types of Memberships — Members' Rights and Obligations 4-33-611. Transfers. (a) Except as set forth in or authorized by the articles or bylaws, no member of a mutual benefit corporation may transfer a membership or any right arising therefrom. (b) No member of a public benefit or religious corporation may transfer a membership or any right arising therefrom. (c) Where transfer rights have been provided, no restriction on them shall be binding with respect to a member holding a membership issued prior to the adoption of the restriction unless the restriction is approved by the members and the affected member. History Acts 1993, No. 1147, § 611. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 6 — Members and MembershipPart B — Types of Memberships — Members' Rights and Obligations 4-33-612. Member's liability to third parties. A member of a corporation is not, as such, personally liable for the acts, debts, liabilities, or obligations of the corporation. History Acts 1993, No. 1147, § 612. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 6 — Members and MembershipPart B — Types of Memberships — Members' Rights and Obligations 4-33-613. Member's liability for dues, assessments and fees. A member may become liable to the corporation for dues, assessments or fees; provided, however, that an article or bylaw provision or a resolution adopted by the board authorizing or imposing dues, assessments or fees does not, of itself, create liability. History Acts 1993, No. 1147, § 613. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 6 — Members and MembershipPart B — Types of Memberships — Members' Rights and Obligations 4-33-614. Creditor's action against member. (a) No proceeding may be brought by a creditor to reach the liability, if any, of a member to the corporation unless final judgment has been rendered in favor of the creditor against the corporation and execution has been returned unsatisfied in whole or in part or unless such proceeding would be useless. (b) All creditors of the corporation, with or without reducing their claims to judgment, may intervene in any creditor's proceeding brought under subdivision (a) of this section to reach and apply unpaid amounts due the corporation. Any or all members who owe amounts to the corporation may be joined in such proceeding. History Acts 1993, No. 1147, § 614. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 6 — Members and MembershipPart B — Types of Memberships — Members' Rights and Obligations 4-33-615 — 4-33-619. [Reserved.] Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 6 — Members and MembershipPart C — Resignation and Termination 4-33-620. Resignation. (a) A member may resign at any time. (b) The resignation of a member does not relieve the member from any obligations the member may have to the corporation as a result of obligations incurred or commitments made prior to resignation. History Acts 1993, No. 1147, § 620. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 6 — Members and MembershipPart C — Resignation and Termination 4-33-621. Termination, expulsion and suspension. (a) No member of a public benefit or mutual benefit corporation may be expelled or suspended, and no membership or memberships in such corporations may be terminated or suspended except pursuant to a procedure that is fair and reasonable and is carried out in good faith. (b) A procedure is fair and reasonable when either: (1) the articles or bylaws set forth a procedure that provides: (i) not less than fifteen (15) days prior written notice of the expulsion, suspension or termination and the reasons therefor; and (ii) an opportunity for the member to be heard, orally or in writing, not less than five (5) days before the effective date of the expulsion, suspension or termination by a person or persons authorized to decide that the proposed expulsion, termination or suspension not take place; or (2) it is fair and reasonable taking into consideration all of the relevant facts and circumstances. (c) Any written notice given by mail must be given by first-class or certified mail sent to the last address of the member shown on the corporation's records. (d) Any proceeding challenging an expulsion, suspension or termination, including a proceeding in which defective notice is alleged, must be commenced within one (1) year after the effective date of the expulsion, suspension or termination. (e) A member who has been expelled or suspended may be liable to the corporation for dues, assessments or fees as a result of obligations incurred or commitments made prior to expulsion or suspension. History Acts 1993, No. 1147, § 621. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 6 — Members and MembershipPart C — Resignation and Termination 4-33-622. Purchase of memberships. (a) A public benefit or religious corporation may not purchase any of its memberships or any right arising therefrom. (b) A mutual benefit corporation may purchase the membership of a member who resigns or whose membership is terminated for the amount and pursuant to the conditions set forth in or authorized by its articles or bylaws. No payment shall be made in violation of §§ 4-33-1301 et seq. History Acts 1993, No. 1147, § 622. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 6 — Members and MembershipPart C — Resignation and Termination 4-33-623 — 4-33-629. [Reserved.] Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 6 — Members and MembershipPart D — Derivative Suits 4-33-630 — 4-33-639. [Reserved.] Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 6 — Members and MembershipPart E — Delegates 4-33-640. Delegates. (a) A corporation may provide in its articles or bylaws for delegates having some or all of the authority of members. (b) The articles or bylaws may set forth provisions relating to: (1) the characteristics, qualifications, rights, limitation and obligations of delegates including their selection and removal; (2) calling, noticing, holding and conducting meetings of delegates; and (3) carrying on corporate activities during and between meetings of delegates. History Acts 1993, No. 1147, § 630. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 7 — Members' Meetings and Voting Tit. 4, Subtit. 3., Ch. 33, Subch. 7 Note Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 7 — Members' Meetings and VotingPart A — Meetings and Action Without Meetings 4-33-701. Annual and regular meetings. (a) A corporation with members shall hold a membership meeting annually at a time stated in or fixed in accordance with the bylaws. (b) A corporation with members may hold regular membership meetings at times stated in or fixed in accordance with the bylaws. (c) Annual and regular membership meetings may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws, annual and regular meetings shall be held at the corporation's principal office. (d) At the annual meeting: (1) The president and chief financial officer shall report on the activities and financial condition of the corporation; and (2) The members shall consider and act upon such other matters as may be raised consistent with the notice requirements of § 4-33-705. (e) At regular meetings the members shall consider and act upon such matters as may be raised consistent with the notice requirements of § 4-33-705. (f) The failure to hold an annual or regular meeting at a time stated in or fixed in accordance with a corporation's bylaws does not affect the validity of any corporate action. History Acts 1993, No. 1147, § 701. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 7 — Members' Meetings and VotingPart A — Meetings and Action Without Meetings 4-33-702. Special meeting. (a) A corporation with members shall hold a special meeting of members: (1) on call of its board or the person or persons authorized to do so by the articles or bylaws; or (2) except as provided in the articles or bylaws of a religious corporation if the holders of at least five percent (5%) of the voting power of any corporation sign, date, and deliver to any corporate officer one (1) or more written demands for the meeting describing the purpose or purposes for which it is to be held. (b) The close of business on the thirtieth day before delivery of the demand or demands for a special meeting to any corporate officer is the record date for the purpose of determining whether the five percent (5%) requirement of subsection (a) has been met. (c) If a notice for a special meeting demanded under subsection (a)(2) of this section is not given pursuant to § 4-33-705 within thirty days after the date the written demand or demands are delivered to a corporate officer, regardless of the requirements of subsection (d) of this section, a person signing the demand or demands may set the time and place of the meeting and give notice pursuant to § 4-33-705. (d) Special meetings of members may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated or fixed in accordance with the bylaws, special meetings shall be held at the corporation's principal office. (e) Only those matters that are within the purpose or purposes described in the meeting notice required by § 4-33-705 may be conducted at a special meeting of members. History Acts 1993, No. 1147, § 702. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 7 — Members' Meetings and VotingPart A — Meetings and Action Without Meetings 4-33-703. Court-ordered meeting. (a) The circuit court of the county where a corporation's principal office is located or the Pulaski County Circuit Court, if the corporation does not have a principal office in this state, may summarily order a meeting to be held: (1) on application of any member or other person entitled to participate in an annual or regular meeting, if an annual meeting was not held within the earlier of six (6) months after the end of the corporation's fiscal year or fifteen (15) months after its last annual meeting; or (2) on application of any member or other person entitled to participate in a regular meeting, if a regular meeting is not held within forty (40) days after the date it was required to be held; or (3) on application of a member who signed a demand for a special meeting valid under § 4-33-702 or a person or persons entitled to call a special meeting, if: (i) notice of the special meeting was not given within thirty (30) days after the date the demand was delivered to a corporate officer; or (ii) the special meeting was not held in accordance with the notice. (b) The court may fix the time and place of the meeting, specify a record date for determining members entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting (or direct that the votes represented at the meeting constitute a quorum for action on those matters), and enter other orders necessary to accomplish the purpose or purposes of the meeting. (c) If the court orders a meeting, it may also order the corporation to pay the member's costs (including reasonable counsel fees) incurred to obtain the order. History Acts 1993, No. 1147, § 703; 2007, No. 638, § 41. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 7 — Members' Meetings and VotingPart A — Meetings and Action Without Meetings 4-33-704. Action by written consent. (a) (1) Unless limited or prohibited by the articles or bylaws, action required or permitted by this chapter to be approved by the members may be approved without a meeting of members if the action is approved by members holding at least eighty percent (80%) of the voting power. (2) The action must be evidenced by one (1) or more written consents describing the action taken, signed by those members representing at least eighty percent (80%) of the voting power, and delivered to the corporation for inclusion in the minutes or filing with the corporate records. (b) If not otherwise determined under § 4-33-703 or § 4-33-707, the record date for determining members entitled to take action without a meeting is the date the first member signs the consent under subsection (a) of this section. (c) A consent signed under this section has the effect of a meeting vote and may be described as such in any document filed with the Secretary of State. (d) (1) Written notice of member approval pursuant to this section shall be given to all members who have not signed the written consent. (2) If written notice is required, member approval pursuant to this section shall be effective ten (10) days after such written notice is given. (e) (1) The signature of a member may be affixed to a written consent by any reasonable means, including without limitation facsimile signature or electronic image. (2) The written consent may be delivered to the corporation by electronic communication, including without limitation facsimile transmission or electronic mail. History Acts 1993, No. 1147, § 704; 2009, No. 167, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 7 — Members' Meetings and VotingPart A — Meetings and Action Without Meetings 4-33-705. Notice of meeting. (a) A corporation shall give notice consistent with its bylaws of meetings of members in a fair and reasonable manner. (b) Any notice that conforms to the requirements of subsection (c) of this section is fair and reasonable, but other means of giving notice may also be fair and reasonable when all the circumstances are considered; provided, however, that notice of matters referred to in subsection (c)(2) of this section must be given as provided in subsection (c) of this section. (c) Notice is fair and reasonable if: (1) the corporation notifies its members of the place, date, and time of each annual, regular and special meeting of members no fewer than ten (10) (or if notice is mailed by other than first class or registered mail, thirty (30)) nor more than sixty (60) days before the meeting date; (2) notice of an annual or regular meeting includes a description of any matter or matters that must be approved by the members under §§ 4-33-831, 4-33-856, 4-33-1003, 4-33-1021, 4-33-1104, 4-33-1202, 4-33-1401, or 4-33-1402; and (3) notice of a special meeting includes a description of the matter or matters for which the meeting is called. (d) Unless the bylaws require otherwise, if an annual, regular or special meeting of members is adjourned to a different date, time or place, notice need not be given of the new date, time or place, if the new date, time or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under § 4-33-707, however, notice of the adjourned meeting must be given under this section to the members of record as of the new record date. (e) When giving notice of an annual, regular or special meeting of members, a corporation shall give notice of a matter a member intends to raise at the meeting if: (1) requested in writing to do so by a person entitled to call a special meeting; and (2) the request is received by the secretary or president of the corporation at least ten (10) days before the corporation gives notice of the meeting. History Acts 1993, No. 1147, § 705. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 7 — Members' Meetings and VotingPart A — Meetings and Action Without Meetings 4-33-706. Waiver of notice. (a) (1) A member may waive any notice required by this chapter, the articles, or bylaws before or after the date and time stated in the notice. (2) The waiver must be in writing, be signed by the member entitled to the notice, and be delivered to the corporation for inclusion in the minutes or filing with the corporate records. (b) A member's attendance at a meeting: (1) Waives objection to lack of notice or defective notice of the meeting, unless the member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and (2) Waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the member objects to considering the matter when it is presented. (c) (1) The signature of a member may be affixed to a waiver of notice by any reasonable means, including without limitation facsimile signature or electronic image. (2) The waiver of notice may be delivered to the corporation by electronic communication, including without limitation facsimile transmission or electronic mail. History Acts 1993, No. 1147, § 706; 2009, No. 167, § 2. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 7 — Members' Meetings and VotingPart A — Meetings and Action Without Meetings 4-33-707. Record date — Determining members entitled to notice and vote. (a) The bylaws of a corporation may fix or provide the manner of fixing a date as the record date for determining the members entitled to notice of a members' meeting. If the bylaws do not fix or provide for fixing such a record date, the board may fix a future date as such a record date. If no such record date is fixed, members at the close of business on the business day preceding the day on which notice is given, or if notice is waived, at the close of business on the business day preceding the day on which the meeting is held, are entitled to notice of the meeting. (b) The bylaws of a corporation may fix or provide the manner of fixing a date as the record date for determining the members entitled to vote at a members' meeting. If the bylaws do not fix or provide for fixing such a record date, the board may fix a future date as such a record date. If no such record date is fixed, members on the date of the meeting who are otherwise eligible to vote are entitled to vote at the meeting. (c) The bylaws may fix or provide the manner for determining a date as the record date for the purpose of determining the members entitled to exercise any rights in respect of any other lawful action. If the bylaws do not fix or provide for fixing such a record date, the board may fix in advance such a record date. If no such record date is fixed, members at the close of business on the day on which the board adopts the resolution relating thereto, or the sixtieth day prior to the date of such other action, whichever is later, are entitled to exercise such rights. (d) A record date fixed under this section may not be more than seventy (70) days before the meeting or action requiring a determination of members occurs. (e) A determination of members entitled to notice of or to vote at a membership meeting is effective for any adjournment of the meeting unless the board fixes a new date for determining the right to notice or the right to vote, which it must do if the meeting is adjourned to a date more than seventy (70) days after the record date for determining members entitled to notice of the original meeting. (f) If a court orders a meeting adjourned to a date more than one hundred twenty (120) days after the date fixed for the original meeting, it may provide that the original record date for notice or voting continues in effect or it may fix a new record date for notice or voting. History Acts 1993, No. 1147, § 707. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 7 — Members' Meetings and VotingPart A — Meetings and Action Without Meetings 4-33-708. Action by written ballot. (a) Unless prohibited or limited by the articles or bylaws, any action that may be taken at any annual, regular, or special meeting of members may be taken without a meeting if the corporation delivers a written ballot to every member entitled to vote on the matter. (b) A written ballot shall: (1) set forth each proposed action; and (2) provide an opportunity to vote for or against each proposed action. (c) Approval by written ballot pursuant to this section shall be valid only when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot. (d) All solicitations for votes by written ballot shall: (1) indicate the number of responses needed to meet the quorum requirements; (2) state the percentage of approvals necessary to approve each matter other than election of directors; and (3) specify the time by which a ballot must be received by the corporation in order to be counted. (e) Except as otherwise provided in the articles or bylaws, a written ballot may not be revoked. (f) (1) The signature of a member may be affixed to a written ballot by any reasonable means, including without limitation facsimile signature or electronic image. (2) The written ballot may be delivered to the corporation by electronic communication, including without limitation facsimile transmission or electronic mail. History Acts 1993, No. 1147, § 708; 2009, No. 167, § 3. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 7 — Members' Meetings and VotingPart A — Meetings and Action Without Meetings 4-33-709 — 4-33-719. [Reserved.] Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 7 — Members' Meetings and VotingPart B — Voting 4-33-720. Members' list for meeting. (a) After fixing a record date for a notice of a meeting, a corporation shall prepare an alphabetical list of the names of all its members who are entitled to notice of the meeting. The list must show the address and number of votes each member is entitled to vote at the meeting. The corporation shall prepare on a current basis through the time of the membership meeting a list of members, if any, who are entitled to vote at the meeting, but not entitled to notice of the meeting. This list shall be prepared on the same basis and be part of the list of members. (b) The list of members must be available for inspection by any member for the purpose of communication with other members concerning the meeting, beginning two (2) business days after notice is given of the meeting for which the list was prepared and continuing through the meeting, at the corporation's principal office or at a reasonable place identified in the meeting notice in the city where the meeting will be held. A member, a member's agent, or attorney is entitled on written demand to inspect and, subject to the limitations of subsection (d) of this section, to copy the list, at a reasonable time and at the member's expense, during the period it is available for inspection. (c) The corporation shall make the list of members available at the meeting, and any member, a member's agent, or attorney is entitled to inspect the list at any time during the meeting or any adjournment. (d) Without consent of the board, a membership list or any part thereof may not be obtained or used by any person for any purpose unrelated to a member's interest as a member. Without limiting the generality of the foregoing, or without the consent of the board a membership list or any part thereof may not be: (1) used to solicit money or property unless such money or property will be used solely to solicit the votes of the members in an election to be held by the corporation; (2) used for any commercial purpose; or (3) sold to or purchased by any person. (e) The articles or bylaws of a religious corporation may limit or abolish the rights of a member under this section to inspect and copy any corporate record. History Acts 1993, No. 1147, § 720. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 7 — Members' Meetings and VotingPart B — Voting 4-33-721. Voting entitlement generally. (a) Unless the articles or bylaws provide otherwise, each member is entitled to one (1) vote on each matter voted on by the members. When 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) Unless the articles or bylaws provide otherwise, if a membership stands of record in the names of two (2) or more persons, their acts with respect to voting shall have the following effect: (1) if only one (1) votes, such act binds all; and (2) if more than one (1) votes, the vote shall be divided on a prorata basis. History Acts 1993, No. 1147, § 721. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 7 — Members' Meetings and VotingPart B — Voting 4-33-722. Quorum requirements. (a) Unless this chapter, the articles, or bylaws provide for a higher or lower quorum, ten percent (10%) of the votes entitled to be cast on a matter must be represented at a meeting of members to constitute a quorum on that matter. (b) A bylaw amendment to decrease the quorum for any member action may be approved by the members or, unless prohibited by the bylaws, by the board. (c) A bylaw amendment to increase the quorum required for any member action must be approved by the members. (d) Unless one-third (⅓) or more of the voting power is present in person or by proxy, the only matters that may be voted upon at an annual or regular meeting of members are those matters that are described in the meeting notice. History Acts 1993, No. 1147, § 722. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 7 — Members' Meetings and VotingPart B — Voting 4-33-723. Voting requirements. (a) Unless this chapter, the articles, or the bylaws require a greater vote or voting by class, if a quorum is present, the affirmative vote of the votes represented and voting (which affirmative votes also constitute a majority of the required quorum) is the act of the members. (b) A bylaw amendment to increase or decrease the vote required for any member action must be approved by the members. History Acts 1993, No. 1147, § 723. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 7 — Members' Meetings and VotingPart B — Voting 4-33-724. Proxies. (a) Unless the articles or bylaws prohibit or limit proxy voting, a member may appoint a proxy to vote or otherwise act for the member by signing an appointment form either personally or by an attorney-in-fact. (b) (1) An appointment of a proxy is effective when received by the secretary or other officer or agent authorized to tabulate votes. (2) An appointment is valid for eleven (11) months unless a different period is expressly provided in the appointment form; provided however, that no proxy shall be valid for more than three (3) years from its date of execution. (c) An appointment of a proxy is revocable by the member. (d) The death or incapacity of the member appointing a proxy does not affect the right of the corporation to accept the proxy's authority unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises authority under the appointment. (e) Appointment of a proxy is revoked by the person appointing the proxy: (1) attending any meeting and voting in person; or (2) signing and delivering to the secretary or other officer or agent authorized to tabulate proxy votes either a writing stating that the appointment of the proxy is revoked or a subsequent appointment form. (f) Subject to § 4-33-727 and any express limitation on the proxy's authority appearing on the face of the appointment form, a corporation is entitled to accept the proxy's vote or other action as that of the member making the appointment. (g) (1) The signature of a member or the member's attorney-in-fact may be affixed to a proxy appointment form, a proxy revocation, or a subsequent appointment by any reasonable means, including without limitation facsimile signature or electronic image. (2) The written ballot may be delivered to the secretary or other officer or agent authorized to tabulate votes by electronic communication, including without limitation facsimile transmission or electronic mail. History Acts 1993, No. 1147, § 724; 2009, No. 167, § 4. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 7 — Members' Meetings and VotingPart B — Voting 4-33-725. Cumulative voting for directors. (a) If the articles or bylaws provide for cumulative voting by members, members may so vote, by multiplying the number of votes the members are entitled to cast by the number of directors for whom they are entitled to vote, and cast the product for a single candidate or distribute the product among two (2) or more candidates. (b) Cumulative voting is not authorized at a particular meeting unless: (1) the meeting notice or statement accompanying the notice states that cumulative voting will take place; or (2) a member gives notice during the meeting and before the vote is taken of the member's intent to cumulate votes, and if one (1) member gives this notice all other members participating in the election are entitled to cumulate their votes without giving further notice. (c) A director elected by cumulative voting may be removed by the members without cause if the requirements of § 4-33-808 are met unless the votes cast against removal, or not consenting in writing in such removal, would be sufficient to elect such director if voted cumulatively at an election at which the same total number of votes were cast (or, if such action is taken by written ballot, all memberships entitled to vote were voted) and the entire number of directors authorized at the time of the director's most recent election were then being elected. (d) Members may not cumulatively vote if the directors and members are identical. History Acts 1993, No. 1147, § 725. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 7 — Members' Meetings and VotingPart B — Voting 4-33-726. Other methods of electing directors. A corporation may provide in its articles or bylaws for election of directors by members or delegates: (1) on the basis of chapter or other organizational unit; (2) by region or other geographic unit; (3) by preferential voting; or (4) by any other reasonable method. History Acts 1993, No. 1147, § 726. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 7 — Members' Meetings and VotingPart B — Voting 4-33-727. Corporation's acceptance of votes. (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 name signed on a vote, consent, waiver, or proxy appointment does not correspond to the record name of a member, the corporation if acting in good faith is nevertheless entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the member if: (1) the member is an entity and the name signed purports to be that of an officer or agent of the entity; (2) the name signed purports to be that of an attorney-in-fact of the member and if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the member has been presented with respect to the vote, consent, waiver, or proxy appointment; (3) two (2) or more persons hold the membership as cotenants or fiduciaries and the name signed purports to be the name of at least one (1) of the coholders and the person signing appears to be acting on behalf of all the coholders; and (4) in the case of a mutual benefit corporation: (i) the name signed purports to be that of an administrator, executor, guardian, or conservator representing the member and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment; (ii) the name signed purports to be that of a receiver or trustee in bankruptcy of the member, and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment. (c) The corporation is entitled to reject a vote, consent, waiver, or proxy appointment if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory's authority to sign for the member. (d) The corporation and its officer or agent who accepts or rejects a vote, consent, waiver, or proxy appointment in good faith and in accordance with the standards of this section are not liable in damages to the member for the consequences of the acceptance or rejection. (e) Corporate action based on the acceptance or rejection of a vote, consent, waiver, or proxy appointment under this section is valid unless a court of competent jurisdiction determines otherwise. History Acts 1993, No. 1147, § 727. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 7 — Members' Meetings and VotingPart B — Voting 4-33-728, 4-33-729. [Reserved.] Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 7 — Members' Meetings and VotingPart C — Voting Agreements 4-33-730. Voting agreements. (a) Two (2) or more members may provide for the manner in which they will vote by signing an agreement for that purpose. Such agreements may be valid for a period of up to ten (10) years. For public benefit corporations such agreements must have a reasonable purpose not inconsistent with the corporation's public or charitable purposes. (b) A voting agreement created under this section is specifically enforceable. History Acts 1993, No. 1147, § 730. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 8 — Directors and Officers Tit. 4, Subtit. 3., Ch. 33, Subch. 8 Note Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 8 — Directors and OfficersPart A — Board of Directors 4-33-801. Requirement for and duties of board. (a) Each corporation must have a board of directors. (b) Except as provided in this chapter or subsection (c) of this section, all corporate powers shall be exercised by or under the authority of, and the affairs of the corporation managed under the direction of, its board. (c) The articles may authorize a person or persons to exercise some or all of the powers which would otherwise be exercised by a board. To the extent so authorized any such person or persons shall have the duties and responsibilities of the directors, and the directors shall be relieved to that extent from such duties and responsibilities. History Acts 1993, No. 1147, § 801. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 8 — Directors and OfficersPart A — Board of Directors 4-33-802. Qualification of directors. All directors must be individuals. The articles or bylaws may prescribe other qualifications for directors. History Acts 1993, No. 1147, § 802. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 8 — Directors and OfficersPart A — Board of Directors 4-33-803. Number of directors. (a) A board of directors must consist of three (3) or more individuals, with the number specified in or fixed in accordance with the articles or bylaws. (b) The number of directors may be increased or decreased (but to no fewer than three (3)) from time to time by amendment to or in the manner prescribed in the articles or bylaws. History Acts 1993, No. 1147, § 803. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 8 — Directors and OfficersPart A — Board of Directors 4-33-804. Election, designation and appointment of directors. (a) If the corporation has members, all the directors (except the initial directors) shall be elected at the first annual meeting of members, and at each annual meeting thereafter, unless the articles or bylaws provide some other time or method of election, or provide that some of the directors are appointed by some other person or are designated. Designation occurs when the articles or bylaws name an individual as a director or designate the holder of some office or position as a director. (b) If the corporation does not have members, all the directors (except the initial directors) shall be elected, appointed or designated as provided in the articles or bylaws. If no method of designation or appointment is set forth in the articles or bylaws, the directors (other than the initial directors) shall be elected by the board. History Acts 1993, No. 1147, § 804. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 8 — Directors and OfficersPart A — Board of Directors 4-33-805. Terms of directors generally. (a) The articles or bylaws must specify the term of directors. Except for designated or appointed directors, the terms of directors may not exceed the lesser of six (6) years or the stated duration of the corporation. In the absence of any term specified in the articles or bylaws, the term of each director shall be one (1) year. Directors may be elected for successive terms, unless otherwise provided in the articles or bylaws. (b) A decrease in the number of directors or term of office does not shorten an incumbent director's term. (c) Except as provided in the articles or bylaws: (1) the term of a director filling a vacancy in the office of a director elected by members expires at the next election of directors by members; and (2) the term of a director filling any other vacancy expires at the end of the unexpired term that such director is filling. (d) Despite the expiration of a director's term, the director continues to serve until the director's successor is elected, designated or appointed and qualifies, or until there is a decrease in the number of directors. History Acts 1993, No. 1147, § 805. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 8 — Directors and OfficersPart A — Board of Directors 4-33-806. Staggered terms for directors. The articles or bylaws may provide for staggering the terms of directors by dividing the total number of directors into groups. The terms of office of the several groups need not be uniform. History Acts 1993, No. 1147, § 806. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 8 — Directors and OfficersPart A — Board of Directors 4-33-807. Resignation of directors. (a) A director may resign at any time by delivering written notice to the board of directors, its presiding officer or to the president or secretary. (b) A resignation is effective when the notice is effective unless the notice specifies a later effective date. If a resignation is made effective at a later date, the board may fill the pending vacancy before the effective date if the board provides that the successor does not take office until the effective date. History Acts 1993, No. 1147, § 807. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 8 — Directors and OfficersPart A — Board of Directors 4-33-808. Removal of directors elected by members or directors. (a) The members may remove one (1) or more directors elected by them without cause. (b) If a director is elected by a class, chapter or other organizational unit or by region or other geographic grouping, the director may be removed only by the members of that class, chapter, unit or grouping. (c) Except as provided in subsection (i) of this section, a director may be removed under subsection (a) of this section or (b) of this section only if the number of votes cast to remove the director would be sufficient to elect the director at a meeting to elect directors. (d) If cumulative voting is authorized, a director may not be removed if the number of votes, or if the director was elected by a class, chapter, unit or grouping of members, the number of votes of that class, chapter, unit or grouping, sufficient to elect the director under cumulative voting is voted against the director's removal. (e) A director elected by members may be removed by the members only at a meeting called for the purpose of removing the director and the meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the director. (f) In computing whether a director is protected from removal under subsections (b)-(d) of this section, it should be assumed that the votes against removal are cast in an election for the number of directors of the class to which the director to be removed belonged on the date of that director's election. (g) An entire board of directors may be removed under subsections (a)-(e) of this section. (h) A director elected by the board may be removed without cause by the vote of a majority of the directors present at a meeting which is called for the purpose of removing the director and for which the meeting notice stated that the purpose, or one of the purposes, of the meeting is removal of the director, or by the vote of such greater number as is set forth in the articles or bylaws; provided, however, that a director elected by the board to fill the vacancy of a director elected by the members may be removed without cause by the members, but not the board. (i) If, at the beginning of a director's term on the board, the articles or bylaws provide that the director may be removed for missing a specified number of board meetings, the board may remove the director for failing to attend the specified number of meetings. The director may be removed only if a majority of the directors present at a meeting which is called for the purpose of removing the director and for which the meeting notice stated that the purpose, or one of the purposes, of the meeting is removal of the director, vote for the removal. (j) The articles or bylaws of a religious corporation may: (1) limit the application of this section; and (2) set forth the vote and procedures by which the board or any person may remove with or without cause a director elected by the members or the board. History Acts 1993, No. 1147, § 808. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 8 — Directors and OfficersPart A — Board of Directors 4-33-809. Removal of designated or appointed directors. (a) A designated director may be removed by an amendment to the articles or bylaws deleting or changing the designation. (b) Appointed directors: (1) except as otherwise provided in the articles or bylaws, an appointed director may be removed without cause by the person appointing the director; (2) the person removing the director shall do so by giving written notice of the removal to the director and either the presiding officer of the board or the corporation's president or secretary; and (3) a removal is effective when the notice is effective unless the notice specifies a future effective date. History Acts 1993, No. 1147, § 809. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 8 — Directors and OfficersPart A — Board of Directors 4-33-810. Removal of directors by judicial proceeding. (a) The circuit court of the county where a corporation's principal office is located may remove any director of the corporation from office in a proceeding commenced either by the corporation or its members holding at least ten percent (10%) of the voting power of any class, if the court finds that (1) the director engaged in fraudulent or dishonest conduct, or gross abuse of authority or discretion, with respect to the corporation, or a final judgment has been entered finding that the director has violated a duty set forth in §§ 4-33-830 — 4-33-833, and (2) removal is in the best interest of the corporation. (b) The court that removes a director may bar the director from serving on the board for a period prescribed by the court. (c) The articles or bylaws of a religious corporation may limit or prohibit the application of this section. History Acts 1993, No. 1147, § 810. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 8 — Directors and OfficersPart A — Board of Directors 4-33-811. Vacancy on board. (a) Unless the articles or bylaws provide otherwise, and except as provided in subsections (b) and (c) of this section, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors: (1) the members, if any, may fill the vacancy; if the vacant office was held by a director elected by a class, chapter or other organizational unit or by region or other geographic grouping, only members of the class, chapter, unit or grouping are entitled to vote to fill the vacancy if it is filled by the members; (2) the board of directors may fill the vacancy; or (3) if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office. (b) Unless the articles or bylaws provide otherwise, if a vacant office was held by an appointed director, only the person who appointed the director may fill the vacancy. (c) If a vacant office was held by a designated director, the vacancy shall be filled as provided in the articles or bylaws. In the absence of an applicable article or bylaw provision, the vacancy may not be filled by the board. (d) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under § 4-33-807(b) or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs. History Acts 1993, No. 1147, § 811. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 8 — Directors and OfficersPart A — Board of Directors 4-33-812. Compensation of directors. Unless the articles or bylaws provide otherwise, a board of directors may fix the compensation of directors. History Acts 1993, No. 1147, § 812. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 8 — Directors and OfficersPart A — Board of Directors 4-33-813 — 4-33-819. [Reserved.] Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 8 — Directors and OfficersPart B — Meetings and Action of the Board 4-33-820. Regular and special meetings. (a) If the time and place of a directors' meeting is fixed by the bylaws or the board, the meeting is a regular meeting. All other meetings are special meetings. (b) A board of directors may hold regular or special meetings in or out of this state. (c) Unless the articles or bylaws provide otherwise, a board may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting. History Acts 1993, No. 1147, § 820. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 8 — Directors and OfficersPart B — Meetings and Action of the Board 4-33-821. Action without meeting. (a) (1) Unless the articles or bylaws provide otherwise, action required or permitted by this chapter to be taken at a board of directors' meeting may be taken without a meeting if the action is taken by all members of the board. (2) The action must be evidenced by one (1) or more written consents describing the action taken, signed by each director, and included in the minutes filed with the corporate records reflecting the action taken. (b) Action taken under this section is effective when the last director signs the consent, unless the consent specifies a different effective date. (c) The written consent may be delivered to the corporation by electronic communication, including without limitation facsimile transmission or electronic mail. (d) A consent signed under this section has the effect of a meeting vote and may be described as such in any document. (e) The signature of a director may be affixed to a written consent by any reasonable means, including without limitation facsimile signature or electronic image. History Acts 1993, No. 1147, § 821; 2009, No. 167, § 5. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 8 — Directors and OfficersPart B — Meetings and Action of the Board 4-33-822. Call and notice of meetings. (a) Unless the articles, bylaws or subsection (c) of this section provide otherwise, regular meetings of the board may be held without notice. (b) Unless the articles, bylaws or subsection (c) of this section provide otherwise, special meetings of the board must be preceded by at least two (2) days' notice to each director of the date, time, and place, but not the purpose, of the meeting. (c) In corporations without members any board action to remove a director or to approve a matter that would require approval by the members if the corporation had members, shall not be valid unless each director is given at least seven (7) days' written notice that the matter will be voted upon at a directors' meeting or unless notice is waived pursuant to § 4-33-823. (d) Unless the articles or bylaws provide otherwise, the presiding officer of the board, the president or twenty percent (20%) of the directors then in office may call and give notice of a meeting of the board. History Acts 1993, No. 1147, § 822. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 8 — Directors and OfficersPart B — Meetings and Action of the Board 4-33-823. Waiver of notice. (a) (1) A director may at any time waive any notice required by this chapter, the articles, or bylaws. (2) Except as provided in subsection (b) of this section, the waiver must be in writing, signed by the director entitled to the notice, and filed with the minutes of the corporate records. (3) A signed waiver delivered by facsimile transmittal or other electronic communication bearing an image of the signature shall constitute a valid waiver of notice under this section. (b) A director's attendance at or participation in a meeting waives any required notice of the meeting unless the director upon arriving at the meeting or prior to the vote on a matter not noticed in conformity with this chapter, the articles, or bylaws objects to lack of notice and does not thereafter vote for or assent to the objected to action. History Acts 1993, No. 1147, § 823; 2009, No. 167, § 6. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 8 — Directors and OfficersPart B — Meetings and Action of the Board 4-33-824. Quorum and voting. (a) Except as otherwise provided in this chapter, the articles or bylaws, a quorum of a board of directors consists of a majority of the directors in office immediately before a meeting begins. (b) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board unless this chapter, the articles or bylaws require the vote of a greater number of directors. History Acts 1993, No. 1147, § 824. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 8 — Directors and OfficersPart B — Meetings and Action of the Board 4-33-825. Committees of the board. (a) Unless prohibited or limited by the articles or bylaws, a board of directors may create one (1) or more committees of the board and appoint members of the board to serve on them. Each committee shall have two (2) or more directors, who serve at the pleasure of the board. (b) The creation of a committee and appointment of members to it must be approved by the greater of: (1) a majority of a quorum of the directors when the action is taken; or (2) the number of directors required by the articles or bylaws to take action under § 4-33-824. (c) Sections 4-33-820 — 4-33-824, which govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the board, apply to committees of the board and their members as well. (d) To the extent specified by the board of directors or in the articles or bylaws, each committee of the board may exercise the board's authority under § 4-33-801. (e) A committee of the board may not, however: (1) authorize distributions; (2) approve or recommend to members dissolution, merger or the sale, pledge or transfer of all or substantially all of the corporation's assets; (3) elect, appoint or remove directors or fill vacancies on the board or on any of its committees; or (4) adopt, amend or repeal the articles or bylaws. (f) The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in § 4-33-830. History Acts 1993, No. 1147, § 825. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 8 — Directors and OfficersPart B — Meetings and Action of the Board 4-33-826 — 4-33-829. [Reserved.] Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 8 — Directors and OfficersPart C — Standards of Conduct 4-33-830. General standards for directors. (a) A director shall discharge his or her duties as a director, including his or her duties as a member of a committee: (1) in good faith; (2) with the care an ordinarily prudent person in a like position would exercise under similar circumstances; and (3) in a manner the director reasonably believes to be in the best interests of the corporation. (b) In discharging his or her duties, a director is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by: (1) one (1) or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented; (2) legal counsel, public accountants or other persons as to matters the director reasonably believes are within the person's professional or expert competence; (3) a committee of the board of which the director is not a member, as to matters within its jurisdiction, if the director reasonably believes the committee merits confidence; or (4) in the case of religious corporations, religious authorities and ministers, priests, rabbis or other persons whose position or duties in the religious organization the director believes justify reliance and confidence and whom the director believes to be reliable and competent in the matters presented. (c) A director is not acting in good faith if the director has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (b) of this section unwarranted. (d) A director is not liable to the corporation, any member, or any other person for any action taken or not taken as a director, if the director acted in compliance with this section. (e) A director shall not be deemed to be a trustee with respect to the corporation or with respect to any property held or administered by the corporation, including without limit, property that may be subject to restrictions imposed by the donor or transferor of such property. History Acts 1993, No. 1147, § 830. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 8 — Directors and OfficersPart C — Standards of Conduct 4-33-831. Director conflict of interest. (a) A conflict of interest transaction is a transaction with the corporation in which a director of the corporation has a direct or indirect interest. A conflict of interest transaction is not voidable or the basis for imposing liability on the director if any of the following is true: (1) the transaction was fair to the corporation at the time it was entered into; (2) the material facts of the transaction and the director's interest were disclosed or known to the board of directors and the board authorized, approved, or ratified the transaction; or (3) the material facts of the transaction and the director's interest were disclosed or known to the members and they authorized, approved, or ratified the transaction. (b) For purposes of this section, a director of the corporation has an indirect interest in a transaction if (1) another entity in which the director has a material interest or in which the director is a general partner is a party to the transaction or (2) another entity of which the director is a director, officer, or trustee is a party to the transaction. (c) For purposes of subsection (a)(2) of this section a conflict of interest transaction is authorized, approved, or ratified, if it receives the affirmative vote of a majority of the directors on the board, who have no direct or indirect interest in the transaction, but a transaction may not be authorized, approved, or ratified under this section by less than a majority of the entire board of directors. (d) For purposes of subsection (a)(3) of this section, a conflict of interest transaction is authorized, approved, or ratified by the members if it receives a majority of the votes entitled to be counted under this subsection. Votes cast by or voted under the control of a director who has a direct or indirect interest in the transaction, and votes cast by or voted under the control of an entity described in subsection (b)(1) of this section, may not be counted in a vote of members to determine whether to authorize, approve, or ratify a conflict of interest transaction under subsection (a)(3) of this section. The vote of these members, however, is counted in determining whether the transaction is approved under other sections of this chapter. A majority of the voting power, whether or not present, that are entitled to be counted in a vote on the transaction under this subsection constitutes a quorum for the purpose of taking action under this section. (e) The articles, bylaws, or a resolution of the board may impose additional requirements on conflict of interest transactions. History Acts 1993, No. 1147, § 831. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 8 — Directors and OfficersPart C — Standards of Conduct 4-33-832. Loans to or guaranties for directors and officers. (a) A corporation may not lend money to or guaranty the obligation of a director or officer of the corporation. (b) The fact that a loan or guaranty is made in violation of this section does not affect the borrower's liability on the loan. History Acts 1993, No. 1147, § 832. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 8 — Directors and OfficersPart C — Standards of Conduct 4-33-833. Liability for unlawful distributions. (a) Unless a director complies with the applicable standards of conduct described in § 4-33-830, a director who votes for or assents to a distribution made in violation of this chapter is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating this chapter. (b) A director held liable for an unlawful distribution under subsection (a) of this section is entitled to contribution: (1) from every other director who voted for or assented to the distribution without complying with the applicable standards of conduct described in § 4-33-830; and (2) from each person who received an unlawful distribution for the amount of the distribution whether or not the person receiving the distribution knew it was made in violation of this chapter. History Acts 1993, No. 1147, § 833. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 8 — Directors and OfficersPart C — Standards of Conduct 4-33-834 — 4-33-839. [Reserved.] Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 8 — Directors and OfficersPart D — Officers 4-33-840. Required officers. (a) Unless otherwise provided in the articles or bylaws, a corporation shall have a president, a secretary, a treasurer and such other officers as are appointed by the board. (b) The bylaws or the board shall delegate to one (1) of the officers responsibility for preparing minutes of the directors' and members' meetings and for authenticating records of the corporation. (c) The same individual may simultaneously hold more than one (1) office in a corporation. History Acts 1993, No. 1147, § 840. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 8 — Directors and OfficersPart D — Officers 4-33-841. [Reserved.] Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 8 — Directors and OfficersPart D — Officers 4-33-842. Standards of conduct for officers. (a) An officer with discretionary authority shall discharge his or her duties under that authority: (1) in good faith; (2) with the care an ordinarily prudent person in a like position would exercise under similar circumstances; and (3) in a manner the officer reasonably believes to be in the best interests of the corporation and its members, if any. (b) In discharging his or her duties an officer is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by: (1) one (1) or more officers or employees of the corporation who the officer reasonably believes to be reliable and competent in the matters presented; (2) legal counsel, public accountants or other persons as to matters the officer reasonably believes are within the person's professional or expert competence; or (3) in the case of religious corporations, religious authorities and ministers, priests, rabbis or other persons whose position or duties in the religious organization the officer believes justify reliance and confidence and who the officer believes to be reliable and competent in the matters presented. (c) An officer is not acting in good faith if the officer has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (b) of this section unwarranted. (d) An officer is not liable to the corporation, any member, or other person for any action taken or not taken as an officer, if the officer acted in compliance with this section. History Acts 1993, No. 1147, § 842. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 8 — Directors and OfficersPart D — Officers 4-33-843. Resignation and removal of officers. (a) An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is effective unless the notice specifies a future effective date. If a resignation is made effective at a future date and the corporation accepts the future effective date, its board of directors may fill the pending vacancy before the effective date if the board provides that the successor does not take office until the effective date. (b) A board may remove any officer at any time with or without cause. History Acts 1993, No. 1147, § 843. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 8 — Directors and OfficersPart D — Officers 4-33-844. Contract rights of officers. (a) The appointment of an officer does not itself create contract rights. (b) An officer's removal does not affect the officer's contract rights, if any, with the corporation. An officer's resignation does not affect the corporation's contract rights, if any, with the officer. History Acts 1993, No. 1147, § 844. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 8 — Directors and OfficersPart D — Officers 4-33-845. Officers' authority to execute documents. Any contract or other instrument in writing executed or entered into between a corporation and any other person is not invalidated as to the corporation by any lack of authority of the signing officers in the absence of actual knowledge on the part of the other person that the signing officers had no authority to execute the contract or other instrument if it is signed by any two (2) officers in Category 1 below or by one (1) officer in Category 1 below and one (1) officer in Category 2 below. Category 1 — The presiding officer of the board and the president. Category 2 — A vice president, the secretary, treasurer and executive director. History Acts 1993, No. 1147, § 845. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 8 — Directors and OfficersPart D — Officers 4-33-846 — 4-33-849. [Reserved.] Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 8 — Directors and OfficersPart E — Indemnification 4-33-850. Part definitions. In this part: (1) “Corporation” includes any domestic or foreign predecessor entity of a corporation in a merger or other transaction in which the predecessor's existence ceased upon consummation of the transaction. (2) “Director” means an individual who is or was a director of a corporation or an individual who, while a director of a corporation, is or was serving at the corporation's request as a director, officer, partner, trustee, employee, or agent of another foreign or domestic business or nonprofit corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise. A director is considered to be serving an employee benefit plan at the corporation's request if the director's duties to the corporation also impose duties on, or otherwise involve services by, the director to the plan or to participants in or beneficiaries of the plan. “Director” includes, unless the context requires otherwise, the estate or personal representative of a director. (3) “Expenses” include counsel fees. (4) “Liability” means the obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), or reasonable expenses actually incurred with respect to a proceeding. (5) “Official capacity” means: (i) when used with respect to a director, the office of director in a corporation; and (ii) when used with respect to an individual other than a director, as contemplated in § 4-33-856, the office in a corporation held by the officer or the employment or agency relationship undertaken by the employee or agent on behalf of the corporation. “Official capacity” does not include service for any other foreign or domestic business or nonprofit corporation or any partnership, joint venture, trust, employee benefit plan, or other enterprise. (6) “Party” includes an individual who was, is or is threatened to be made a named defendant or respondent in a proceeding. (7) “Proceeding” means any threatened, pending, or completed action, suit or proceeding whether civil, criminal, administrative, or investigative and whether formal or informal. History Acts 1993, No. 1147, § 850. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 8 — Directors and OfficersPart E — Indemnification 4-33-851. Authority to indemnify. (a) Except as provided in subsection (d) of this section, a corporation may indemnify an individual made a party to a proceeding because the individual is or was a director against liability incurred in the proceeding if the individual: (1) conducted himself or herself in good faith; and (2) reasonably believed: (i) in the case of conduct in his or her official capacity with the corporation, that his or her conduct was in its best interests; and (ii) in all other cases, that his or her conduct was at least not opposed to its best interests; and (3) in the case of any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. (b) A director's conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirements of subsection (a)(2)(ii) of this section. (c) The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the director did not meet the standard of conduct described in this section. (d) A corporation may not indemnify a director under this section: (1) in connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation; or (2) in connection with any other proceeding charging improper personal benefit to the director, whether or not involving action in his or her official capacity, in which the director was adjudged liable on the basis that personal benefit was improperly received by the director. (e) Indemnification permitted under this section in connection with a proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with the proceeding. History Acts 1993, No. 1147, § 851. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 8 — Directors and OfficersPart E — Indemnification 4-33-852. Mandatory indemnification. Unless limited by its articles of incorporation, a corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because he or she is or was a director of the corporation against reasonable expenses actually incurred by the director in connection with the proceeding. History Acts 1993, No. 1147, § 852. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 8 — Directors and OfficersPart E — Indemnification 4-33-853. Advance for expenses. (a) A corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if: (1) the director furnishes the corporation a written affirmation of his or her good faith belief that he or she has met the standard of conduct described in § 4-33-851; (2) the director furnishes the corporation a written undertaking, executed personally or on the director's behalf, to repay the advance if it is ultimately determined that the director did not meet the standard of conduct; and (3) a determination is made that the facts then known to those making the determination would not preclude indemnification under this part. (b) The undertaking required by subsection (a)(2) of this section must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment. (c) Determinations and authorizations of payments under this section shall be made in the manner specified in § 4-33-855. History Acts 1993, No. 1147, § 853. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 8 — Directors and OfficersPart E — Indemnification 4-33-854. Court-ordered indemnification. Unless limited by a corporation's articles of incorporation, a director of the corporation who is a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the court after giving any notice the court considers necessary may order indemnification in the amount it considers proper if it determines: (1) the director is entitled to mandatory indemnification under § 4-33-852, in which case the court shall also order the corporation to pay the director's reasonable expenses incurred to obtain court-ordered indemnification; or (2) the director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the director met the standard of conduct set forth in § 4-33-851(a) or was adjudged liable as described in § 4-33-851(d), but if the director was adjudged so liable indemnification is limited to reasonable expenses incurred. History Acts 1993, No. 1147, § 854. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 8 — Directors and OfficersPart E — Indemnification 4-33-855. Determination and authorization of indemnification. (a) A corporation may not indemnify a director under § 4-33-851 unless authorized in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances because the director has met the standards of conduct set forth in § 4-33-851. (b) The determination shall be made: (1) by the board of directors by majority vote of a quorum consisting of directors not at the time parties to the proceeding; (2) if a quorum cannot be obtained under subdivision (b)(1) of this section, by majority vote of a committee duly designated by the board of directors (in which designation directors who are parties may participate), consisting solely of two (2) or more directors not at the time parties to the proceeding; (3) by special legal counsel: (i) selected by the board of directors or its committee in the manner prescribed in subdivision (b)(1) or (b)(2) of this section; or (ii) if a quorum of the board cannot be obtained under subdivision (b)(1) of this section and a committee cannot be designated under subdivision (b)(2) of this section, selected by majority vote of the full board (in which selection directors who are parties may participate); or (4) by the members of a mutual benefit corporation, but directors who are at the time parties to the proceeding may not vote on the determination. (c) Authorization of indemnification and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by those entitled under subsection (b)(3) of this section to select counsel. (d) A director of a public benefit corporation may not be indemnified until twenty (20) days after the effective date of written notice to the Attorney General of the proposed indemnification. History Acts 1993, No. 1147, § 855. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 8 — Directors and OfficersPart E — Indemnification 4-33-856. Indemnification of officers, employees and agents. Unless limited by a corporation's articles of incorporation: (1) an officer of the corporation who is not a director is entitled to mandatory indemnification under § 4-33-852, and is entitled to apply for court-ordered indemnification under § 4-33-854 in each case, to the same extent as a director; (2) the corporation may indemnify and advance expenses under this part to an officer, employee, or agent of the corporation who is not a director to the same extent as to a director; and (3) a corporation may also indemnify and advance expenses to an officer, employee, or agent who is not a director to the extent, consistent with public policy, that may be provided by its articles of incorporation, bylaws, general or specific action of its board of directors, or contract. History Acts 1993, No. 1147, § 856. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 8 — Directors and OfficersPart E — Indemnification 4-33-857. Insurance. A corporation may purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee, or agent of the corporation, or who, while a director, officer, employee, or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic business or nonprofit corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, against liability asserted against or incurred by him or her in that capacity or arising from his or her status as a director, officer, employee, or agent, whether or not the corporation would have power to indemnify the person against the same liability under § 4-33-851 or § 4-33-852. History Acts 1993, No. 1147, § 857. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 8 — Directors and OfficersPart E — Indemnification 4-33-858. Application of part. (a) A provision treating a corporation's indemnification of or advance for expenses to directors that is contained in its articles of incorporation, bylaws, a resolution of its members or board of directors, or in a contract or otherwise, is valid only if and to the extent the provision is consistent with this part. If articles of incorporation limit indemnification or advance for expenses, indemnification and advance for expenses are valid only to the extent consistent with the articles. (b) This part does not limit a corporation's power to pay or reimburse expenses incurred by a director in connection with appearing as a witness in a proceeding at a time when the director has not been made a named defendant or respondent to the proceeding. History Acts 1993, No. 1147, § 858. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993 Tit. 4, Subtit. 3., Ch. 33, Subch. 9 Note Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 10 — Amendment of Articles of Incorporation and Bylaws Tit. 4, Subtit. 3., Ch. 33, Subch. 10 Note Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 10 — Amendment of Articles of Incorporation and BylawsPart A — Articles of Incorporation 4-33-1001. Authority to amend. 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 effective date of the amendment. History Acts 1993, No. 1147, § 1001. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 10 — Amendment of Articles of Incorporation and BylawsPart A — Articles of Incorporation 4-33-1002. Amendment by directors. (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 required by law; (2) to delete the names and addresses of the initial directors; (3) to change the information required by § 4-20-105(a); (4) to change the corporate name by substituting the word “corporation,” “incorporated,” “company,” “limited,” or the abbreviation “corp.,” “inc.,” “co.,” or “ltd.,” for a similar word or abbreviation in the name, or by adding, deleting or changing a geographical attribution to the name; or (5) to make any other change expressly permitted by this chapter to be made by director action. (b) 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 articles subject to any approval required pursuant to § 4-33-1030. The corporation shall provide notice of any meeting at which an amendment is to be voted upon. The notice shall be in accordance with § 4-33-822(c). The notice must also state that the purpose, or one of the purposes, of the meeting is to consider a proposed amendment to the articles and contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment. The amendment must be approved by a majority of the directors in office at the time the amendment is adopted. History Acts 1993, No. 1147, § 1002; 2007, No. 638, § 42. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 10 — Amendment of Articles of Incorporation and BylawsPart A — Articles of Incorporation 4-33-1003. Amendment by directors and members. (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 adopted must be approved: (1) by the board if the corporation is a public benefit or religious corporation and the amendment does not relate to the number of directors, the composition of the board, the term of office of directors, or the method or way in which directors are elected or selected; (2) except as provided in § 4-33-1002(a), by the members by two-thirds (⅔) of the votes cast or a majority of the voting power, whichever is less; and (3) in writing by a person or persons whose approval is required by a provision of the articles authorized by § 4-33-1030. (b) The members may condition the amendment's adoption on receipt of a higher percentage of affirmative votes or on any other basis. (c) If the board initiates an amendment to the articles or board approval is required by subsection (a) of this section to adopt an amendment to the articles, the board may condition the amendment's adoption on receipt of a higher percentage of affirmative votes or any other basis. (d) If the board or the members seek to have the amendment approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in writing in accordance with § 4-33-705. The notice must state that the purpose, or one of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy or summary of the amendment. (e) If the board or the members seek to have the amendment approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the amendment. History Acts 1993, No. 1147, § 1003. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 10 — Amendment of Articles of Incorporation and BylawsPart A — Articles of Incorporation 4-33-1004. Class voting by members on amendments. (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 another class. (b) The members of a class in a mutual benefit corporation are entitled to vote as a class on a proposed amendment to the articles if the amendment would: (1) affect the rights, privileges, preferences, restrictions or conditions of that class as to voting, dissolution, redemption or transfer of memberships in a manner different than such amendment would affect another class; (2) change the rights, privileges, preferences, restrictions or conditions of that class as to voting, dissolution, redemption or transfer by changing the rights, privileges, preferences, restrictions or conditions of another class. (3) increase or decrease the number of memberships authorized for that class; (4) increase the number of memberships authorized for another class; (5) effect an exchange, reclassification or termination of the memberships of that class; or (6) authorize a new class of memberships. (c) The members of a class of a religious corporation are entitled to vote as a class on a proposed amendment to the articles only if a class vote is provided for in the articles or bylaws. (d) If a class is to be divided into two (2) or more classes as a result of an amendment to the articles of a public benefit or mutual benefit corporation, the amendment must be approved by the members of each class that would be created by the amendment. (e) Except as provided in the articles or bylaws of a religious corporation, if a class vote is required to approve an amendment to the articles of a corporation, the amendment must be approved by the members of the class by two-thirds (⅔) of the votes cast by the class or a majority of the voting power of the class, whichever is less. (f) A class of members of a public benefit or mutual benefit corporation is entitled to the voting rights granted by this section although the articles and bylaws provide that the class may not vote on the proposed amendment. History Acts 1993, No. 1147, § 1004. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 10 — Amendment of Articles of Incorporation and BylawsPart A — Articles of Incorporation 4-33-1005. Articles of amendment. 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 statement to that effect and a statement that the amendment was approved by a sufficient vote of the board of directors or incorporators; (5) if approval by members was required: (i) the designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the amendment, and number of votes of each class indisputably voting on the amendment; and (ii) either the total number of votes cast for and against the amendment by each class entitled to vote separately on the amendment or the total number of undisputed votes cast for the amendment by each class and a statement that the number cast for the amendment by each class was sufficient for approval by that class. (6) if approval of the amendment by some person or persons other than the members, the board or the incorporators is required pursuant to § 4-33-1030, a statement that the approval was obtained. History Acts 1993, No. 1147, § 1005. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 10 — Amendment of Articles of Incorporation and BylawsPart A — Articles of Incorporation 4-33-1006. Restated articles of incorporation. (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 approval by the members or any other person, it must be adopted as provided in § 4-33-1003. (c) If the restatement includes an amendment requiring approval by members, the board must submit the restatement to the members for their approval. (d) If the board seeks to have the restatement approved by the members at a membership meeting, the corporation shall notify each of its members of the proposed membership meeting in writing in accordance with § 4-33-705. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed restatement and contain or be accompanied by a copy or summary of the restatement that identifies any amendments or other change it would make in the articles. (e) If the board seeks to have the restatement approved by the members by written ballot or written consent, the material soliciting the approval shall contain or be accompanied by a copy or summary of the restatement that identifies any amendments or other change it would make in the articles. (f) A restatement requiring approval by the members must be approved by the same vote as an amendment to articles under § 4-33-1003. (g) If the restatement includes an amendment requiring approval pursuant to § 4-33-1030, the board must submit the restatement for such approval. (h) A corporation restating its articles shall deliver to the Secretary of State articles of restatement setting forth the name of the corporation and the text of the restated articles of incorporation together with a certificate setting forth: (1) whether the restatement contains an amendment to the articles requiring approval by the members or any other person other than the board of directors and, if it does not, that the board of directors adopted the restatement; or (2) if the restatement contains an amendment to the articles requiring approval by the members, the information required in § 4-33-1005; and (3) if the restatement contains an amendment to the articles requiring approval by a person whose approval is required pursuant to § 4-33-1030, a statement that such approval was obtained. (i) Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to them. (j) The Secretary of State may certify restated articles of incorporation, as the articles of incorporation currently in effect, without including the certificate information required by subsection (h) of this section. History Acts 1993, No. 1147, § 1006. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 10 — Amendment of Articles of Incorporation and BylawsPart A — Articles of Incorporation 4-33-1007. Amendment pursuant to judicial reorganization. (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 amendment contain only provisions required or permitted by § 4-33-202. (b) The individual or individuals designated by the court shall deliver to the Secretary of State articles of amendment setting forth: (1) the name of the corporation; (2) the text of each amendment approved by the court; (3) the date of the court's order or decree approving the articles of amendment; (4) the title of the reorganization proceeding in which the order or decree was entered; and (5) a statement that the court had jurisdiction of the proceeding under federal statute. (c) This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan. History Acts 1993, No. 1147, § 1007. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 10 — Amendment of Articles of Incorporation and BylawsPart A — Articles of Incorporation 4-33-1008. Effect of amendment and restatement. 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 trust upon which such property is held by the corporation or the existing rights of persons other than members of the corporation. An amendment changing a corporation's name does not abate a proceeding brought by or against the corporation in its former name. History Acts 1993, No. 1147, § 1008. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 10 — Amendment of Articles of Incorporation and BylawsPart A — Articles of Incorporation 4-33-1009 — 4-33-1019. [Reserved.] Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 10 — Amendment of Articles of Incorporation and BylawsPart B — Bylaws 4-33-1020. Amendment by directors. 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 notice of any meeting of directors at which an amendment is to be approved. The notice shall be in accordance with § 4-33-822(c). The notice must also state that the purpose, or one of the purposes, of the meeting is to consider a proposed amendment of the bylaws and contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment. The amendment must be approved by a majority of the directors in office at the time the amendment is adopted. History Acts 1993, No. 1147, § 1020. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 10 — Amendment of Articles of Incorporation and BylawsPart B — Bylaws 4-33-1021. Amendment by directors and members. (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 adopted must be approved: (1) by the board if the corporation is a public benefit or religious corporation and the amendment does not relate to the number of directors, the composition of the board, the term of office of directors, or the method or way in which directors are elected or selected; (2) by the members by two-thirds (⅔) of the votes cast or a majority of the voting power, whichever is less; and (3) in writing by any person or persons whose approval is required by a provision of the articles authorized by § 4-33-1030. (b) The members may condition the amendment's adoption on its receipt of a higher percentage of affirmative votes or on any other basis. (c) If the board initiates an amendment to the bylaws or board approval is required by subsection (a) of this section to adopt an amendment to the bylaws, the board may condition the amendment's adoption on receipt of a higher percentage of affirmative votes or on any other basis. (d) If the board or the members seek to have the amendment approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in writing in accordance with § 4-33-705. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy or summary of the amendment. (e) If the board or the members seek to have the amendment approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the amendment. History Acts 1993, No. 1147, § 1021. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 10 — Amendment of Articles of Incorporation and BylawsPart B — Bylaws 4-33-1022. Class voting by members on amendments. (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 another class. (b) The members of a class in a mutual benefit corporation are entitled to vote as a class on a proposed amendment to the bylaws if the amendment would: (1) affect the rights, privileges, preferences, restrictions or conditions of that class as to voting, dissolution, redemption or transfer of memberships in a manner different than such amendment would affect another class; (2) change the rights, privileges, preferences, restrictions or conditions of that class as to voting, dissolution, redemption or transfer by changing the rights, privileges, preferences, restrictions or conditions of another class; (3) increase or decrease the number of memberships authorized for that class; (4) increase the number of memberships authorized for another class; (5) effect an exchange, reclassification or termination of all or part of the memberships of that class; or (6) authorize a new class of memberships. (c) The members of a class of a religious corporation are entitled to vote as a class on a proposed amendment to the bylaws only if a class vote is provided for in the articles or bylaws. (d) If a class is to be divided into two (2) or more classes as a result of an amendment to the bylaws, the amendment must be approved by the members of each class that would be created by the amendment; and (e) If a class vote is required to approve an amendment to the bylaws, the amendment must be approved by the members of the class by two-thirds (⅔) of the votes cast by the class or a majority of the voting power of the class, whichever is less. (f) A class of members is entitled to the voting rights granted by this section although the articles and bylaws provide that the class may not vote on the proposed amendment. History Acts 1993, No. 1147, § 1022. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 10 — Amendment of Articles of Incorporation and BylawsPart B — Bylaws 4-33-1023 — 4-33-1029. [Reserved.] Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 10 — Amendment of Articles of Incorporation and BylawsPart C — Articles of Incorporation and Bylaws 4-33-1030. Approval by third persons. 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. History Acts 1993, No. 1147, § 1030. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 10 — Amendment of Articles of Incorporation and BylawsPart C — Articles of Incorporation and Bylaws 4-33-1031. Amendment terminating members or redeeming or cancelling memberships. (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, unless otherwise provided in the articles or bylaws. (b) Before adopting a resolution proposing such an amendment, the board of a mutual benefit corporation shall give notice of the general nature of the amendment to the members. (c) After adopting a resolution proposing such an amendment, the notice to members proposing such amendment shall include one (1) statement of up to five hundred (500) words opposing the proposed amendment if such statement is submitted by any five (5) members or members having three percent (3%) or more of the voting power, whichever is less, not later than twenty (20) days after the board has voted to submit such amendment to the members for their approval. In public benefit corporations the production and mailing costs shall be paid by the requesting members. In mutual benefit corporations the production and mailing costs shall be paid by the corporation. (d) Any such amendment shall be approved by the members by two-thirds (⅔) of the votes cast by each class. (e) The provisions of § 4-33-621 shall not apply to any amendment meeting the requirements of this chapter and this section. History Acts 1993, No. 1147, § 1031. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 11 — Merger Tit. 4, Subtit. 3., Ch. 33, Subch. 11 Note Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 11 — Merger 4-33-1101. Approval of plan of merger. (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 surviving corporation into which each plans to merge; (2) the terms and conditions of the planned merger; (3) the manner and basis, if any, of converting the memberships of each public benefit or religious corporation into memberships of the surviving corporation; and (4) if the merger involves a mutual benefit corporation, the manner and basis, if any, of converting memberships of each merging corporation into memberships, obligations or securities of the surviving or any other corporation or into cash or other property in whole or in part. (c) The plan of merger may set forth: (1) any amendments to the articles of incorporation or bylaws of the surviving corporation to be effected by the planned merger; and (2) other provisions relating to the planned merger. History Acts 1993, No. 1147, § 1101. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 11 — Merger 4-33-1102. Limitations on mergers by public benefit or religious corporations. (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; (2) a foreign corporation that would qualify under this chapter as a public benefit or religious corporation; or (3) a mutual benefit corporation, provided the public benefit or religious corporation is the surviving corporation and continues to be a public benefit corporation or religious corporation after the merger. (b) Without an order 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, no member of a public benefit or religious corporation may receive or keep anything as a result of a merger other than a membership or membership in the surviving public benefit or religious corporation. The court shall approve the transaction if it is in the public interest. History Acts 1993, No. 1147, § 1102. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 11 — Merger 4-33-1103. Action on plan by board, members and third persons. (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-thirds (⅔) of the votes cast or a majority of the voting power, whichever is less; and (3) in writing by any person or persons whose approval is required by a provision of the articles authorized by § 4-33-1030 for an amendment to the articles or bylaws. (b) If the corporation does not have members, the merger must be approved by a majority of the directors in office at the time the merger is approved. In addition the corporation shall provide notice of any directors' meeting at which such approval is to be obtained in accordance with § 4-33-822(c). The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed merger. (c) The board may condition its submission of the proposed merger, and the members may condition their approval of the merger, on receipt of a higher percentage of affirmative votes or on any other basis. (d) If the board seeks to have the plan approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in accordance with § 4-33-705. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the plan of merger and contain or be accompanied by a copy or summary of the plan. The copy or summary of the plan for members of the surviving corporation shall include any provision that, if contained in a proposed amendment of the articles of incorporation or bylaws, would entitle members to vote on the provision. The copy or summary of the plan for members of the disappearing corporation shall include a copy or summary of the articles and bylaws that will be in effect immediately after the merger takes effect. (e) If the board seeks to have the plan approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the plan. The copy or summary of the plan for members of the surviving corporation shall include any provision that, if contained in a proposed amendment to the articles of incorporation or bylaws, would entitle members to vote on the provision. The copy or summary of the plan for members of the disappearing corporation shall include a copy or summary of the articles and bylaws that will be in effect immediately after the merger takes effect. (f) Voting by a class of members is required on a plan of merger if the plan contains a provision that, if contained in a proposed amendment to articles of incorporation or bylaws, would entitle the class of members to vote as a class on the proposed amendment under §§ 4-33-1004 or 4-33-1022. The plan is approved by a class of members by two-thirds (⅔) of the votes cast by the class or a majority of the voting power of the class, whichever is less. (g) After a merger is adopted, and at any time before articles of merger are filed, the planned merger may be abandoned (subject to any contractual rights) without further action by members or other persons who approved the plan in accordance with the procedure set forth in the plan of merger or, if none is set forth, in the manner determined by the board of directors. History Acts 1993, No. 1147, § 1103. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 11 — Merger 4-33-1104. Articles of merger. 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 approval of members was not required, a statement to that effect and a statement that the plan was approved by a sufficient vote of the board of directors; (3) if approval by members was required: (i) the designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the plan, and number of votes of each class indisputably voting on the plan; and (ii) either the total number of votes cast for and against the plan by each class entitled to vote separately on the plan or the total number of undisputed votes cast for the plan by each class and a statement that the number cast for the plan by each class was sufficient for approval by that class; (4) if approval of the plan by some person or persons other than the members or the board is required pursuant to § 4-33-1103(a)(3), a statement that the approval was obtained. History Acts 1993, No. 1147, § 1104. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 11 — Merger 4-33-1105. Effect of merger. 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 corporation party to the merger is vested in the surviving corporation without reversion or impairment subject to any and all conditions to which the property was subject prior to the merger; (3) the surviving corporation has all liabilities and obligations of each corporation party to the merger; (4) a proceeding pending against any corporation party to the merger may be continued as if the merger did not occur or the surviving corporation may be substituted in the proceeding for the corporation whose existence ceased; and (5) the articles of incorporation and bylaws of the surviving corporation are amended to the extent provided in the plan of merger. History Acts 1993, No. 1147, § 1105. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 11 — Merger 4-33-1106. Merger with foreign corporation. (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 foreign corporation complies with that law in effecting the merger; (2) the foreign corporation complies with § 4-33-1104 if it is the surviving corporation of the merger; and (3) each domestic nonprofit corporation complies with the applicable provisions of §§ 4-33-1101 — 4-33-1103 and, if it is the surviving corporation of the merger, with § 4-33-1104. (b) Upon the merger taking effect, the surviving foreign business or nonprofit corporation may be served with process in any proceeding brought against it as provided in § 4-20-113. History Acts 1993, No. 1147, § 1106; 2007, No. 638, § 43. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 11 — Merger 4-33-1107. Bequests, devises and gifts. 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 or other instrument otherwise specifically provides. History Acts 1993, No. 1147, § 1107. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 11 — Merger 4-33-1108. Continuation of prior corporate existence for limited purpose. (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, assignments, and other instruments evidencing the transfer from the constituent to the surviving corporation, or new corporation created by consolidation, of any or all real and personal properties which have passed from the constituent to the surviving or consolidated corporation by operation of law. (b) The execution of the instruments shall not be essential to effect the transfer of title from the constituent to the surviving or consolidated corporation, inasmuch as the transfer will take effect through operation of law; but the power to execute such instruments is given to the end that it may be exercised: (1) In respect to properties located in foreign jurisdictions which may not recognize a transmittal of title by operation of law under the merger and consolidation statutes of this state; and (2) In any other situation where the directors of the surviving or consolidated corporation consider the execution of the instruments desirable. History Acts 1993, No. 1147, § 1108. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 12 — Sale of Assets 4-33-1201. Sale of assets in regular course of activities and mortgage of assets. (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, dedicate to the repayment of indebtedness (whether with or without recourse), or otherwise encumber any or all of its property whether or not in the usual and regular course of its activities. (b) Unless the articles require it, approval of the members or any other person of a transaction described in subsection (a) of this section is not required. History Acts 1993, No. 1147, § 1201. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 12 — Sale of Assets 4-33-1202. Sale of assets other than in regular course of activities. (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 corporation's board if the proposed transaction is authorized by subsection (b) of this section. (b) Unless this chapter, the articles, bylaws, or the board of directors or members (acting pursuant to subsection (d) of this section) require a greater vote or voting by class, the proposed transaction to be authorized must be approved: (1) by the board; (2) by the members by two-thirds (⅔) of the votes cast or a majority of the voting power, whichever is less; and (3) in writing by any person or persons whose approval is required by a provision of the articles authorized by § 4-33-1030 for an amendment to the articles or bylaws. (c) If the corporation does not have members the transaction must be approved by a vote of a majority of the directors in office at the time the transaction is approved. In addition the corporation shall provide notice of any directors' meeting at which such approval is to be obtained in accordance with § 4-33-822(c) of this section. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the sale, lease, exchange, or other disposition of all, or substantially all, of the property or assets of the corporation and contain or be accompanied by a copy or summary of a description of the transaction. (d) The board may condition its submission of the proposed transaction, and the members may condition their approval of the transaction, on receipt of a higher percentage of affirmative votes or on any other basis. (e) If the corporation seeks to have the transaction approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in accordance with § 4-33-705. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the sale, lease, exchange, or other disposition of all, or substantially all, of the property or assets of the corporation and contain or be accompanied by a copy or summary of a description of the transaction. (f) If the board needs to have the transaction approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of a description of the transaction. (g) After a sale, lease, exchange, or other disposition of property is authorized, the transaction may be abandoned (subject to any contractual rights), without further action by the members or any other person who approved the transaction in accordance with the procedure set forth in the resolution proposing the transaction or, if none is set forth, in the manner determined by the board of directors. History Acts 1993, No. 1147, § 1202. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 13 — Distributions 4-33-1301. Prohibited distributions. Except as authorized by § 4-33-1302, a corporation shall not make any distributions. History Acts 1993, No. 1147, § 1301. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 13 — Distributions 4-33-1302. Authorized distributions. (a) A mutual benefit corporation may purchase its memberships if after the purchase is completed: (1) the corporation would be able to pay its debts as they become due in the usual course of its activities; and (2) the corporation's total assets would at least equal the sum of its total liabilities. (b) Corporations may make distributions upon dissolution in conformity with §§ 4-33-1401 et seq. (c) Corporations that are organized and operated as cooperative within the meaning of Subchapter T of the Internal Revenue Code of 1986, as amended, Internal Revenue Code §§ 1381 — 1388, may make distributions to their members in accordance with Subchapter T. History Acts 1993, No. 1147, § 1302; 1999, No. 980, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 14 — Dissolution Tit. 4, Subtit. 3., Ch. 33, Subch. 14 Note Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 14 — DissolutionPart A — Voluntary Dissolution 4-33-1401. Dissolution by incorporators or directors and third persons. (a) A majority of the incorporators or directors of a corporation that has no members may, subject to any approval required by the articles or bylaws, dissolve the corporation by delivering to the Secretary of State articles of dissolution. (b) The corporation shall give notice of any meeting at which dissolution will be approved. The notice shall be in accordance with § 4-33-822(c). The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolution of the corporation. (c) The incorporators or directors in approving dissolution shall adopt a plan of dissolution indicating to whom the assets owned or held by the corporation will be distributed after all creditors have been paid. History Acts 1993, No. 1147, § 1401. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 14 — DissolutionPart A — Voluntary Dissolution 4-33-1402. Dissolution by directors, members and third persons. (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, dissolution is authorized if it is approved: (1) by the board; (2) by the members, if any, by two-thirds (⅔) of the votes cast or a majority of the voting power, whichever is less; and (3) in writing by any person or persons whose approval is required by a provision of the articles authorized by § 4-33-1030 for an amendment to the articles or bylaws. (b) If the corporation does not have members, dissolution must be approved by a vote of a majority of the directors in office at the time the transaction is approved. In addition, the corporation shall provide notice of any directors' meeting at which such approval is to be obtained in accordance with § 4-33-822(c). The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolution of the corporation and contain or be accompanied by a copy or summary of the plan of dissolution. (c) The board may condition its submission of the proposed dissolution, and the members may condition their approval of the dissolution on receipt of a higher percentage of affirmative votes or on any other basis. (d) If the board seeks to have dissolution approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in accordance with § 4-33-705. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation and contain or be accompanied by a copy or summary of the plan of dissolution. (e) If the board seeks to have dissolution approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the plan of dissolution. (f) The plan of dissolution shall indicate to whom the assets owned or held by the corporation will be distributed after all creditors have been paid. History Acts 1993, No. 1147, § 1402. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 14 — DissolutionPart A — Voluntary Dissolution 4-33-1403. [Reserved.] Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 14 — DissolutionPart A — Voluntary Dissolution 4-33-1404. Articles of dissolution. (a) At any time after dissolution is authorized, the corporation may dissolve by delivering to the Secretary of State articles of dissolution setting forth: (1) the name of the corporation; (2) the date dissolution was authorized; (3) a statement that dissolution was approved by a sufficient vote of the board; (4) if approval of members was not required, a statement to that effect and a statement that dissolution was approved by a sufficient vote of the board of directors or incorporators; (5) if approval by members was required: (i) the designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on dissolution, and number of votes of each class indisputably voting on dissolution; and (ii) either the total number of votes cast for and against dissolution by each class entitled to vote separately on dissolution or the total number of undisputed votes cast for dissolution by each class and a statement that the number cast for dissolution by each class was sufficient for approval by that class. (6) if approval of dissolution by some person or persons other than the members, the board or the incorporators is required pursuant to § 4-33-1402(a)(3), a statement that the approval was obtained. (b) A corporation is dissolved upon the effective date of its articles of dissolution. History Acts 1993, No. 1147, § 1403. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 14 — DissolutionPart A — Voluntary Dissolution 4-33-1405. [Reserved.] Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 14 — DissolutionPart A — Voluntary Dissolution 4-33-1406. Effect of dissolution. (a) A dissolved corporation continues its corporate existence but may not carry on any activities except those appropriate to wind up and liquidate its affairs, including: (1) preserving and protecting its assets and minimizing its liabilities; (2) discharging or making provision for discharging its liabilities and obligations; (3) disposing of its properties that will not be distributed in kind; (4) returning, transferring or conveying assets held by the corporation upon a condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, in accordance with such condition; (5) transferring, subject to any contractual or legal requirements, its assets as provided in or authorized by its articles of incorporation or bylaws; (6) if the corporation is a public benefit or religious corporation, and no provision has been made in its articles or bylaws for distribution of assets on dissolution, transferring, subject to any contractual or legal requirement, its assets: (i) to one (1) or more persons described in section 501(c)(3) of the Internal Revenue Code, or (ii) if the dissolved corporation is not described in section 501(c)(3) of the Internal Revenue Code, to one (1) or more public benefit or religious corporations; (7) if the corporation is a mutual benefit corporation and no provision has been made in its articles or bylaws for distribution of assets on dissolution, transferring its assets to its members or, if it has no members, to those persons whom the corporation holds itself out as benefitting or serving; and (8) doing every other act necessary to wind up and liquidate its assets and affairs. (b) Dissolution of a corporation does not: (1) transfer title to the corporation's property; (2) subject its directors or officers to standards of conduct different from those prescribed in §§ 4-33-801 et seq.; (3) change quorum or voting requirements for its board or members; change provision for selection, resignation, or removal of its directors or officers or both; or change provisions for amending its bylaws; (4) prevent commencement of a proceeding by or against the corporation in its corporate name; (5) abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or (6) terminate the authority of the registered agent. History Acts 1993, No. 1147, § 1404. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 14 — DissolutionPart A — Voluntary Dissolution 4-33-1407. Known claims against dissolved corporation. (a) A dissolved corporation may dispose of the known claims against it by following the procedure described in this section. (b) The dissolved corporation shall notify its known claimants in writing of the dissolution at any time after its effective date. The written notice must: (1) describe information that must be included in a claim; (2) provide a mailing address where a claim may be sent; (3) state the deadline, which may not be fewer than one hundred twenty (120) days from the effective date of the written notice, by which the dissolved corporation must receive the claim; and (4) state that the claim will be barred if not received by the deadline. (c) A claim against the dissolved corporation is barred: (1) if a claimant who was given written notice under subsection (b) of this section does not deliver the claim to the dissolved corporation by the deadline; (2) if a claimant whose claim was rejected by the dissolved corporation does not commence a proceeding to enforce the claim within ninety (90) days from the effective date of the rejection notice. (d) For purposes of this section “claim” does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution. History Acts 1993, No. 1147, § 1405. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 14 — DissolutionPart A — Voluntary Dissolution 4-33-1408. Unknown claims against dissolved corporation. (a) At any time after dissolution is authorized, a corporation may also publish notice of its dissolution and request that persons with claims against the corporation present them in accordance with the notice. (b) The notice must: (1) be published one (1) time in a newspaper of general circulation in the county where the corporation's principal office is or was last located or in a newspaper of general circulation in Pulaski County if the corporation does not have a principal office in this state; (2) describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and (3) state that a claim against the corporation will be barred unless a proceeding to enforce the claim is commenced within one (1) year after publication of the notice. (c) If the corporation publishes a newspaper notice in accordance with subsection (b) of this section, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the corporation within one (1) year after the publication date of the newspaper notice: (1) a claimant who did not receive written notice under § 4-33-1407; (2) a claimant whose claim was timely sent to the corporation but not acted on; and (3) a claimant whose claim is contingent or based on an event occurring after the effective date of dissolution. (d) A claim may be enforced under this section: (1) against the corporation, to the extent of its undistributed assets; or (2) if the assets have been distributed in liquidation, against any person, other than a creditor of the corporation, to whom the corporation distributed its property to the extent of the distributee's pro rata share of the claim or the corporate assets distributed to such person in liquidation, whichever is less, but the distributee's total liability for all claims under this section may not exceed the total amount of assets distributed to the distributee. History Acts 1993, No. 1147, § 1406; 2007, No. 638, § 44. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 14 — DissolutionPart A — Voluntary Dissolution 4-33-1409 — 4-33-1419. [Reserved.] Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 14 — DissolutionPart B — Administrative Dissolution 4-33-1420. Grounds for administrative dissolution. The Secretary of State may commence a proceeding under § 4-33-1421 to administratively dissolve a corporation if: (1) the corporation does not pay within sixty (60) days after they are due any taxes or penalties imposed by this chapter; (2) the corporation is without a registered agent in this state for one hundred twenty (120) days or more; (3) the corporation does not notify the Secretary of State within one hundred twenty (120) days that its registered agent has been changed or has resigned; (4) the corporation's period of duration, if any, stated in its articles of incorporation expires; or (5) the corporation does not file the annual disclosure statement required under § 4-33-131 within sixty (60) days after it is due. History Acts 1993, No. 1147, § 1420; 2007, No. 569, § 2; 2007, No. 638, § 45. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 14 — DissolutionPart B — Administrative Dissolution 4-33-1421. Procedure for and effect of administrative dissolution. (a) Upon determining that one (1) or more grounds exist under § 4-33-1420 for dissolving a corporation, the Secretary of State shall serve the corporation with written notice of that determination. (b) If the corporation does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the Secretary of State that each ground determined by the Secretary of State does not exist within at least sixty (60) days after service of the notice is perfected, the Secretary of State may administratively dissolve the corporation by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The Secretary of State shall file the original of the certificate and serve a copy on the corporation. (c) A corporation administratively dissolved continues its corporate existence but may not carry on any activities except those necessary to wind up and liquidate its affairs under § 4-33-1406 and notify its claimants under §§ 4-33-1407 and 4-33-1408. (d) The administrative dissolution of a corporation does not terminate the authority of its registered agent. History Acts 1993, No. 1147, § 1421; 2007, No. 638, § 46. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 14 — DissolutionPart B — Administrative Dissolution 4-33-1422. Reinstatement following administrative dissolution. (a) A corporation administratively dissolved under § 4-33-1421 may apply to the Secretary of State for reinstatement within two (2) years after the effective date of dissolution. The application must: (1) recite the name of the corporation and the effective date of its administrative dissolution; (2) state that the ground or grounds for dissolution either did not exist or have been eliminated; (3) state that the corporation's name satisfies the requirements of § 4-33-401; and (4) contain an affidavit or a certificate from the Department of Finance and Administration reciting that all state taxes owed by the corporation have been paid. (b) If the Secretary of State determines that the application contains the information required by subsection (a) of this section and that the information is correct, the Secretary of State shall cancel the certificate of dissolution and prepare a certificate of reinstatement reciting that determination and the effective date of reinstatement, file the original of the certificate, and serve a copy on the corporation. (c) When reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the corporation shall resume carrying on its activities as if the administrative dissolution had never occurred. History Acts 1993, No. 1147, § 1422; 2007, No. 638, § 47. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 14 — DissolutionPart B — Administrative Dissolution 4-33-1423. Appeal from denial of reinstatement. (a) The Secretary of State, upon denying a corporation's application for reinstatement following administrative dissolution, shall serve the corporation with a written notice that explains the reasons for denial. (b) The corporation may appeal the denial of reinstatement to the Pulaski County Circuit Court within ninety (90) days after service of the notice of denial is perfected. The corporation appeals by petitioning the court to set aside the dissolution and attaching to the petition copies of the Secretary of State's certificate of dissolution, the corporation's application for reinstatement, and the Secretary of State's notice of denial. (c) The court may summarily order the Secretary of State to reinstate the dissolved corporation or may take other action the court considers appropriate. (d) The court's final decision may be appealed as in other civil proceedings. History Acts 1993, No. 1147, § 1423; 2007, No. 638, § 48. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 14 — DissolutionPart B — Administrative Dissolution 4-33-1424 — 4-33-1429. [Reserved.] Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 14 — DissolutionPart C — Judicial Dissolution 4-33-1430. Grounds for judicial dissolution. (a) The circuit court may dissolve a corporation: (1) in a proceeding by the attorney general if it is established that: (i) the corporation obtained its articles of incorporation through fraud; (ii) the corporation has continued to exceed or abuse the authority conferred upon it by law; or (iii) the corporation is a public benefit corporation and the corporate assets are being fraudulently misapplied or wasted. (2) except as provided in the articles or bylaws of a religious corporation, in a proceeding by fifty (50) members or members holding five percent (5%) of the voting power, whichever is less, or by a director or any person specified in the articles, if it is established that: (i) the directors are deadlocked in the management of the corporate affairs, and the members, if any, are unable to breach the deadlock; (ii) the directors or those in control of the corporation have acted, are acting or will act in a manner that is illegal or fraudulent; (iii) the members are deadlocked in voting power and have failed, for a period that includes at least two (2) consecutive annual meeting dates, to elect successors to directors whose terms have, or would otherwise have, expired; or (iv) the corporate assets are being fraudulently misapplied or wasted. (3) in a proceeding by a creditor if it is established that: (i) the creditor's claim has been reduced to judgment, the execution on the judgment returned unsatisfied and the corporation is insolvent; or (ii) the corporation has admitted in writing that the creditor's claim is due and owing and the corporation is insolvent. (4) in a proceeding by the corporation to have its voluntary dissolution continued under court supervision. (b) Prior to dissolving a corporation, the court shall consider whether: (1) there are reasonable alternatives to dissolution; (2) dissolution is in the public interest, if the corporation is a public benefit corporation; and (3) dissolution is the best way of protecting the interests of members, if the corporation is a mutual benefit corporation. History Acts 1993, No. 1147, § 1430. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 14 — DissolutionPart C — Judicial Dissolution 4-33-1431. Procedure for judicial dissolution. (a) Venue for a proceeding by the Attorney General to dissolve a corporation lies in the Pulaski County Circuit Court. Venue for a proceeding brought by any other party named in § 4-33-1430 lies in the circuit court of the county where a corporation's principal office is or was last located or the Pulaski County Circuit Court if the corporation does not have a principal office in this state. (b) It is not necessary to make directors or members parties to a proceeding to dissolve a corporation unless relief is sought against them individually. (c) A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs, take other action required to preserve the corporate assets wherever located, and carry on the activities of the corporation until a full hearing can be held. History Acts 1993, No. 1147, § 1431; 2007, No. 638, § 49. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 14 — DissolutionPart C — Judicial Dissolution 4-33-1432. Receivership or custodianship. (a) A court in a judicial proceeding brought to dissolve a public benefit or mutual benefit corporation may appoint one (1) or more receivers to wind up and liquidate, or one (1) or more custodians to manage, the affairs of the corporation. The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian. The court appointing a receiver or custodian has exclusive jurisdiction over the corporation and all of its property wherever located. (b) The court may appoint an individual, or a domestic or foreign business or nonprofit corporation (authorized to transact business in this state) as a receiver or custodian. The court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs. (c) The court shall describe the powers and duties of the receiver or custodian in its appointing order, which may be amended from time to time. Among other powers: (1) the receiver (i) may dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, if authorized by the court; provided, however, that the receiver's power to dispose of the assets of the corporation is subject to any trust and other restrictions that would be applicable to the corporation; and (ii) may sue and defend in the receiver's or custodian's name as receiver or custodian of the corporation in all courts of this state; (2) the custodian may exercise all of the powers of the corporation, through or in place of its board of directors or officers, to the extent necessary to manage the affairs of the corporation in the best interests of its members and creditors. (d) The court during a receivership may redesignate the receiver a custodian, and during a custodianship may redesignate the custodian a receiver, if doing so is in the best interests of the corporation, its members, and creditors. (e) The court from time to time during the receivership or custodianship may order compensation paid and expense disbursements or reimbursements made to the receiver or custodian and the receiver or custodian's counsel from the assets of the corporation or proceeds from the sale of the assets. History Acts 1993, No. 1147, § 1432. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 14 — DissolutionPart C — Judicial Dissolution 4-33-1433. Decree of dissolution. (a) If after a hearing the court determines that one (1) or more grounds for judicial dissolution described in § 4-33-1430 exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the court shall deliver a certified copy of the decree to the Secretary of State, who shall file it. (b) After entering the decree of dissolution, the court shall direct the winding up and liquidation of the corporation's affairs in accordance with § 4-33-1406 and the notification of its claimants in accordance with §§ 4-33-1407 and 4-33-1408. History Acts 1993, No. 1147, § 1433. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 14 — DissolutionPart C — Judicial Dissolution 4-33-1434 — 4-33-1439. [Reserved.] Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 14 — DissolutionPart D — Miscellaneous 4-33-1440. Deposit with Treasurer of State. Assets of a dissolved corporation that should be transferred to a creditor, claimant, or member of the corporation who cannot be found or who is not competent to receive them, shall be reduced to cash subject to known trust restrictions and deposited with the Treasurer of State for safekeeping; provided, however, that in the Treasurer of State's discretion property may be received and held in kind. When the creditor, claimant, or member furnishes satisfactory proof of entitlement to the amount deposited or property held in kind, the Treasurer of State shall deliver to the creditor, member or other person or his or her representative that amount or property. History Acts 1993, No. 1147, § 1440. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 15 — Foreign Corporations Tit. 4, Subtit. 3., Ch. 33, Subch. 15 Note Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 15 — Foreign CorporationsPart A — Certificate of Authority 4-33-1501. Authority to transact business required. (a) A foreign corporation may not transact business in this state until it obtains a certificate of authority from the Secretary of State. (b) The following activities, among others, do not constitute transacting business within the meaning of subsection (a) of this section: (1) maintaining, defending, or settling any proceeding; (2) holding meetings of the board of directors or members or carrying on other activities concerning internal corporate affairs; (3) maintaining bank accounts; (4) maintaining offices or agencies for the transfer, exchange, and registration of memberships or securities or maintaining trustees or depositaries with respect to those securities; (5) selling through independent contractors; (6) soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts; (7) creating or acquiring indebtedness, mortgages, and security interests in real or personal property; (8) securing or collecting debts or enforcing mortgages and security interests in property securing the debts; (9) owning, without more, real or personal property; (10) conducting an isolated transaction that is completed within thirty (30) days and that is not one in the course of repeated transactions of a like nature; (11) transacting business in interstate commerce. (c) The list of activities in subsection (b) of this section is not exhaustive. History Acts 1993, No. 1147, § 1501. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 15 — Foreign CorporationsPart A — Certificate of Authority 4-33-1502. Consequences of transacting business without authority. (a) A foreign corporation transacting business in this state without a certificate of authority may not maintain a proceeding in any court in this state until it obtains a certificate of authority. (b) The successor to a foreign corporation that transacted business in this state without a certificate of authority and the assignee of a cause of action arising out of that business may not maintain a proceeding on that cause of action in any court in this state until the foreign corporation or its successor obtains a certificate of authority. (c) A court may stay a proceeding commenced by a foreign corporation, its successor, or assignee until it determines whether the foreign corporation or its successor requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign corporation or its successor obtains the certificate. (d) (1) A foreign corporation that transacts business in this state without a certificate of authority shall pay a civil penalty to the state not to exceed five thousand dollars ($5,000) for each year and partial year during which it transacted business without a certificate of authority, beginning with the date it began transacting business in this state and ending on the date it obtains a certificate of authority. (2) (A) The civil penalty imposed by this subsection may be recovered in a suit brought by the Secretary of State. (B) (i) In addition to any civil penalty, if the court finds that a foreign corporation has transacted business in violation of this chapter, the court shall issue an injunction restraining the foreign corporation from any further transactions or the exercise of any rights and privileges in this state. (ii) The injunction shall remain in effect until: (a) All civil penalties and any interest and court costs assessed by the court have been paid; and (b) The foreign corporation has complied with the provisions of this subchapter. (e) The failure of a foreign corporation to obtain a certificate of authority does not impair the validity of its corporate acts or prevent it from defending any proceeding in this state. History Acts 1993, No. 1147, § 1502; 2005, No. 1925, § 2. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 15 — Foreign CorporationsPart A — Certificate of Authority 4-33-1503. Application for certificate of authority. (a) A foreign corporation may apply for a certificate of authority to transact business in this state by delivering an application to the Secretary of State. The application must set forth: (1) the name of the foreign corporation or, if its name is unavailable for use in this state, a corporate name that satisfies the requirements of § 4-33-1506; (2) the name of the state or country under whose law it is incorporated; (3) the date of incorporation and period of duration; (4) the street address of its principal office; (5) the information required by § 4-20-105(a); (6) the names and usual business or home addresses of its current directors and officers; (7) whether the foreign corporation has members; and (8) whether the corporation, if it had been incorporated in this state, would be a public benefit, mutual benefit or religious corporation. (b) The foreign corporation shall deliver with the completed application a certificate of existence (or a document of similar import) duly authenticated by the Secretary of State or other official having custody of corporate records in the state or country under whose law it is incorporated. History Acts 1993, No. 1147, § 1503; 2007, No. 638, § 50. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 15 — Foreign CorporationsPart A — Certificate of Authority 4-33-1504. Amended certificate of authority. (a) A foreign corporation authorized to transact business in this state must obtain an amended certificate of authority from the Secretary of State if it changes: (1) its corporate name; (2) the period of its duration; (3) any of the information required by § 4-20-105(a); or (4) the state or country of its incorporation. (b) The requirements of § 4-33-1503 for obtaining an original certificate of authority apply to obtaining an amended certificate under this section. History Acts 1993, No. 1147, § 1504; 2007, No. 638, § 51. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 15 — Foreign CorporationsPart A — Certificate of Authority 4-33-1505. Effect of certificate of authority. (a) A certificate of authority authorizes the foreign corporation to which it is issued to transact business in this state subject, however, to the right of the state to revoke the certificate as provided in this chapter. (b) A foreign corporation with a valid certificate of authority has the same rights and enjoys the same privileges as and, except as otherwise provided by this chapter, is subject to the same duties, restrictions, penalties, and liabilities now or later imposed on, a domestic corporation of like character. (c) This chapter does not authorize this state to regulate the organization or internal affairs of a foreign corporation authorized to transact business in this state. History Acts 1993, No. 1147, § 1505. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 15 — Foreign CorporationsPart A — Certificate of Authority 4-33-1506. Corporate name of foreign corporation. (a) If the corporate name of a foreign corporation does not satisfy the requirements of § 4-33-401, the foreign corporation, to obtain or maintain a certificate of authority to transact business in this state, may use a fictitious name to transact business in this state if its real name is unavailable and it delivers to the Secretary of State for filing a copy of the resolution of its board of directors, certified by its secretary, adopting the fictitious name. (b) Except as authorized by subsections (c) and (d) of this section, the corporate name (including a fictitious name) of a foreign corporation must be distinguishable upon the records of the Secretary of State from: (1) the corporate name of a nonprofit or business corporation incorporated or authorized to transact business in this state; (2) a corporate name reserved or registered under § 4-33-402 or § 4-33-403 of this chapter or § 4-27-402 or § 4-27-403; and (3) the fictitious name of another foreign business or nonprofit corporation authorized to transact business in this state. (c) A foreign corporation may apply to the Secretary of State for authorization to use in this state the name of another corporation (incorporated or authorized to transact business in this state) that is not distinguishable upon the records of the Secretary of State from the name applied for. The Secretary of State shall authorize use of the name applied for if: (1) the other corporation consents to the use in writing and submits an undertaking in form satisfactory to the Secretary of State to change its name to a name that is distinguishable upon the records of the Secretary of State from the name of the applying corporation; or (2) the applicant delivers to the Secretary of State a certified copy of a final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state. (d) A foreign corporation may use in this state the name (including the fictitious name) of another domestic or foreign business or nonprofit corporation that is used in this state if the other corporation is incorporated or authorized to transact business in this state and the foreign corporation: (1) has merged with the other corporation; (2) has been formed by reorganization of the other corporation; or (3) has acquired all or substantially all of the assets, including the corporate name, of the other corporation. (e) If a foreign corporation authorized to transact business in this state changes its corporate name to one that does not satisfy the requirements of § 4-33-401, it shall not transact business in this state under the changed name until it adopts a name satisfying the requirements of § 4-33-401 and obtains an amended certificate of authority under § 4-33-1504. History Acts 1993, No. 1147, § 1506. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 15 — Foreign CorporationsPart A — Certificate of Authority 4-33-1507. Registered office and registered agent of foreign corporation. Each foreign corporation authorized to transact business in this state must continuously maintain in this state: (1) a registered office with the same address as that of its registered agent; and (2) a registered agent, who may be: (i) an individual who resides in this state and whose office is identical with the registered office; (ii) a domestic business or nonprofit corporation whose office is identical with the registered office; or (iii) a foreign business or nonprofit corporation authorized to transact business in this state whose office is identical with the registered office. History Acts 1993, No. 1147, § 1507. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 15 — Foreign CorporationsPart A — Certificate of Authority 4-33-1508. Change of registered office or registered agent of foreign corporation. (a) A foreign corporation authorized to transact business in this state may change its registered office or registered agent by delivering to the Secretary of State for filing a statement of change that sets forth: (1) its name; (2) the street address of its current registered office; (3) if the current registered office is to be changed, the street address of its new registered office; (4) the name of its current registered agent; (5) if the current registered agent is to be changed, the name of its new registered agent and the new agent's written consent (either on the statement or attached to it) to the appointment; and (6) that after the change or changes are made, the street addresses of its registered office and the office of its registered agent will be identical. (b) If a registered agent changes the street address of its business office, the agent may change the address of the registered office of any foreign corporation for which the agent is the registered agent by notifying the corporation in writing of the change and signing (either manually or in facsimile) and delivering to the Secretary of State for filing a statement of change that complies with the requirements of subsection (a) of this section and recites that the corporation has been notified of the change. History Acts 1993, No. 1147, § 1508. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 15 — Foreign CorporationsPart A — Certificate of Authority 4-33-1509. Resignation of registered agent of foreign corporation. (a) The registered agent of a foreign corporation may resign as agent by signing and delivering to the Secretary of State for filing the original and two (2) exact or conformed copies of a statement of resignation. The statement of resignation may include a statement that the registered office is also discontinued. (b) After filing the statement, the Secretary of State shall attach the filing receipt to one (1) copy and mail the copy and receipt to the registered office if not discontinued. The Secretary of State shall mail the other copy to the foreign corporation at its principal office address, if known. (c) The agency is terminated, and the registered office discontinued if so provided, on the thirty-first day after the date on which the statement was filed. History Acts 1993, No. 1147, § 1509. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 15 — Foreign CorporationsPart A — Certificate of Authority 4-33-1510. Service on foreign corporation. (a) The registered agent of a foreign corporation authorized to transact business in this state is the corporation's agent for service of process, notice, or demand required or permitted by law to be served on the foreign corporation. (b) A foreign corporation may be served by registered or certified mail, return receipt requested, addressed to the secretary of the foreign corporation at its principal office shown in its application for a certificate of authority if the foreign corporation: (1) has no registered agent or its registered agent cannot with reasonable diligence be served; (2) has withdrawn from transacting business in this state under § 4-33-1520; or (3) has had its certificate of authority revoked under § 4-33-1531. (c) Service is perfected under subsection (b) of this section at the earliest of: (1) the date the foreign corporation receives the mail; (2) the date shown on the return receipt, if signed on behalf of the foreign corporation; or (3) five (5) days after its deposit in the United States mail, as evidenced by the postmark if mailed postpaid and correctly addressed. (d) This section does not prescribe the only means, or necessarily the required means, of serving a foreign corporation. History Acts 1993, No. 1147, § 1510. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 15 — Foreign CorporationsPart A — Certificate of Authority 4-33-1511 — 4-33-1519. [Reserved.] Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 15 — Foreign CorporationsPart B — Withdrawal 4-33-1520. Withdrawal of foreign corporation. (a) A foreign corporation authorized to transact business in this state may not withdraw from this state until it obtains a certificate of withdrawal from the Secretary of State. (b) A foreign corporation authorized to transact business in this state may apply for a certificate of withdrawal by delivering an application to the Secretary of State for filing. The application must set forth: (1) the name of the foreign corporation and the name of the state or country under whose law it is incorporated; (2) that it is not transacting business in this state and that it surrenders its authority to transact business in this state; (3) that it revokes the authority of its registered agent to accept service on its behalf and appoints the Secretary of State as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to do business in this state; (4) a mailing address to which the Secretary of State may mail a copy of any process served on him or her under subdivision (b)(3) of this section; and (5) a commitment to notify the Secretary of State in the future of any change in the mailing address. (c) After the withdrawal of the corporation is effective, service of process on the Secretary of State under this section is service on the foreign corporation. Upon receipt of process, the Secretary of State shall mail a copy of the process to the foreign corporation at the post office address set forth in its application for withdrawal. History Acts 1993, No. 1147, § 1520. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 15 — Foreign CorporationsPart B — Withdrawal 4-33-1521 — 4-33-1529. [Reserved.] Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 15 — Foreign CorporationsPart C — Revocation of Certificate of Authority 4-33-1530. Grounds for revocation. (a) The Secretary of State may commence a proceeding under § 4-33-1531 to revoke the certificate of authority of a foreign corporation authorized to transact business in this state if: (1) the foreign corporation does not pay within one hundred twenty (120) days after they are due any franchise taxes or penalties imposed by this chapter or other law; (2) the foreign corporation is without a registered agent or registered office in this state for one hundred twenty (120) days or more; (3) the foreign corporation does not inform the Secretary of State under § 4-33-1508 or § 4-33-1509 that its registered agent or registered office has changed, that its registered agent has resigned, or that its registered office has been discontinued within ninety (90) days of the change, resignation, or discontinuance; (4) an incorporator, director, officer, or agent of the foreign corporation signed a document such person knew was false in any material respect with intent that the document be delivered to the Secretary of State for filing; (5) the Secretary of State receives a duly authenticated certificate from the Secretary of State or other official having custody of corporate records in the state or country under whose law the foreign corporation is incorporated stating that it has been dissolved or disappeared as the result of a merger; or (6) the corporation does not file the annual disclosure statement required under § 4-33-131 within sixty (60) days after it is due. (b) The Attorney General may commence a proceeding under § 4-33-1531 to revoke the certificate of authority of a foreign corporation authorized to transact business in this state if: (1) the corporation has continued to exceed or abuse the authority conferred upon it by law; or (2) the corporation would have been a public benefit corporation had it been incorporated in this state and that its corporate assets in this state are being fraudulently misapplied or wasted. History Acts 1993, No. 1147, § 1530; 2007, No. 569, § 3. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 15 — Foreign CorporationsPart C — Revocation of Certificate of Authority 4-33-1531. Procedure and effect of revocation. (a) The Secretary of State upon determining that one (1) or more grounds exist under § 4-33-1530 for revocation of a certificate of authority shall serve the foreign corporation with written notice of that determination under § 4-33-1510. (b) The Attorney General upon determining that one or more grounds exist under § 4-33-1530(b) for revocation of a certificate of authority shall request the Secretary of State to serve, and the Secretary of State shall serve the foreign corporation with written notice of that determination under § 4-33-1510. (c) If the foreign corporation does not correct each ground for revocation or demonstrate to the reasonable satisfaction of the Secretary of State that each ground for revocation determined by the Secretary of State does not exist within sixty (60) days after service of the notice is perfected under § 4-33-1510, the Secretary of State may revoke the foreign corporation's certificate of authority by signing a certificate of revocation that recites the ground or grounds for revocation and its effective date. The Secretary of State shall file the original of the certificate and serve a copy on the foreign corporation under § 4-33-1510. (d) The authority of a foreign corporation to transact business in this state ceases on the date shown on the certificate revoking its certificate of authority. (e) The Secretary of State's revocation of a foreign corporation's certificate of authority appoints the Secretary of State the foreign corporation's agent for service of process in any proceeding based on a cause of action that arose during the time the foreign corporation was authorized to transact business in this state. Service of process on the Secretary of State under this subsection is service on the foreign corporation. Upon receipt of process, the Secretary of State shall mail a copy of the process to the secretary of the foreign corporation at its principal office shown in its application for a certificate of authority or in any subsequent communications received from the corporation stating the current mailing address of its principal office. (f) Revocation of a foreign corporation's certificate of authority does not terminate the authority of the registered agent of the corporation. History Acts 1993, No. 1147, § 1531. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 15 — Foreign CorporationsPart C — Revocation of Certificate of Authority 4-33-1532. Appeal from revocation. (a) A foreign corporation may appeal the Secretary of State's revocation of its certificate of authority to the Circuit Court of Pulaski County within thirty (30) days after the service of the certificate of revocation is perfected under § 4-33-1510. The foreign corporation appeals by petitioning the court to set aside the revocation and attaching to the petition copies of its certificate of authority and the Secretary of State's certificate of revocation. (b) The court may summarily order the Secretary of State to reinstate the certificate of authority or may take any other action the court considers appropriate. (c) The court's final decision may be appealed as in other civil proceedings. History Acts 1993, No. 1147, § 1532. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 16 — Conversion to a Public Water Authority Tit. 4, Subtit. 3., Ch. 33, Subch. 16 Note Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 16 — Conversion to a Public Water Authority 4-33-1601. Conversion to a public water authority. 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 § 4-35-101 et seq., unless the articles or bylaws require otherwise, if the conversion is approved: (1) By a majority of the members of the board of directors of the corporation; and (2) If the corporation has members, by the lesser of: (A) Two-thirds (⅔) of the votes cast by the members in person or by proxy at a regular or special meeting of the members at which a quorum as defined in § 4-33-722 is present; or (B) A majority of the members. History Acts 2003, No. 1330, § 2. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 17 — Transition Provisions Tit. 4, Subtit. 3., Ch. 33, Subch. 17 Note Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 17 — Transition Provisions 4-33-1701. Application to existing domestic corporations. All provisions of this chapter shall apply to all domestic corporations incorporated on or after January 1, 1994, as specified in § 4-33-1706. A corporation incorporated prior to January 1, 1994, under any general statute of this state providing for incorporation of nonprofit corporations may elect to be governed by the provisions of this chapter by amending its articles of incorporation to provide that it shall be so governed. Such election may be made at any time on or after midnight, December 31, 1993, but once made shall be irrevocable. The amendment to the articles of incorporation effecting such election must be approved by the affirmative vote of at least a majority of the members of the corporation or if such corporation has no members, by the affirmative vote of at least a majority of the directors of the corporation. Domestic corporations existing prior to midnight, December 31, 1993, which do not elect to be governed by its provisions shall continue to be governed by preexisting law. Except for any applicable corporate franchise tax laws or any applicable income tax exemption laws referenced herein, nothing in this chapter shall be deemed to apply to domestic corporations or associations regulated by the Insurance Commissioner under title 23 of the Arkansas Code or related laws as nonprofit corporations including but not limited to hospital or medical service corporations, health maintenance organizations, and fraternal benefit societies. History Acts 1993, No. 1147, § 1701; 1999, No. 26, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 17 — Transition Provisions 4-33-1702. Application to qualified foreign corporations. A foreign corporation authorized to transact business in this state on January 1, 1994, is subject to this chapter but is not required to obtain a new certificate of authority to transact business under this chapter. Except for any applicable corporate franchise tax laws or any applicable income tax exemption laws referenced herein, nothing in this chapter shall be deemed to apply to foreign corporations and associations regulated by the Insurance Commissioner under title 23 of the Arkansas Code or related laws as nonprofit foreign corporations including but not limited to foreign hospital or medical service corporations, health maintenance organizations, and fraternal benefit societies. History Acts 1993, No. 1147, § 1702. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 17 — Transition Provisions 4-33-1703. Saving provisions. (a) Except as provided in subsection (b) of this section, the repeal of a statute by this chapter does not affect: (1) the operation of the statute or any action taken under it before its repeal; (2) any ratification, right, remedy, privilege, obligation, or liability acquired, accrued, or incurred under the statute before its repeal; (3) any violation of the statute or any penalty, forfeiture, or punishment incurred because of the violation, before its repeal; (4) any proceeding, reorganization, or dissolution commenced under the statute before its repeal, and the proceeding, reorganization, or dissolution may be completed in accordance with the statute as if it had not been repealed; or (5) any meeting of members or directors or action by written consent noticed or any action taken before its repeal as a result of a meeting of members or directors or action by written consent. (b) If a penalty or punishment imposed for violation of a statute repealed by this chapter is reduced by this chapter, the penalty or punishment if not already imposed shall be imposed in accordance with this chapter. History Acts 1993, No. 1147, § 1703. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 17 — Transition Provisions 4-33-1704. Severability. If any provision of this chapter or its application to any person or circumstance is held invalid by a court of competent jurisdiction, the invalidity does not affect other provisions or applications of this chapter that can be given effect without the invalid provision or application, and to this end the provisions of this chapter are severable. History Acts 1993, No. 1147, § 1704. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 17 — Transition Provisions 4-33-1705. Repeal. All laws and parts of laws in conflict with this chapter are hereby repealed. History Acts 1993, No. 1147, § 1809. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 17 — Transition Provisions 4-33-1706. Effective date. This chapter takes effect January 1, 1994. History Acts 1993, No. 1147, § 1705. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 33 The Arkansas Nonprofit Corporation Act of 1993Subchapter 17 — Transition Provisions 4-33-1707. Public benefit, mutual benefit and religious corporations. Upon electing to be governed by the provisions of this chapter, each domestic corporation existing on January 1, 1994, that becomes subject to this chapter shall be designated as a public benefit, mutual benefit or religious corporation as follows: (1) Any corporation designated by statute as a public benefit corporation, a mutual benefit corporation or a religious corporation is the type of corporation designated by statute; (2) Any corporation that does not come within subsection (1) of this section but is organized primarily or exclusively for religious purposes is a religious corporation; (3) Any corporation that does not come within subsection (1) or (2) of this section but that is recognized as exempt under section 501(c)(3) of the Internal Revenue Code, or any successor section, is a public benefit corporation; (4) Any corporation that does not come within subsection (1), (2), or (3) of this section, but that is organized for a public or charitable purpose and that upon dissolution must distribute its assets to a public benefit corporation, the United States, a state or a person that is recognized as exempt under section 501(c)(3) of the Internal Revenue Code, or any successor section, is a public benefit corporation; and (5) Any corporation that does not come within subsection (1), (2), (3), or (4) of this section is a mutual benefit corporation. History Acts 1993, No. 1147, § 1706. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 34 Rehabilitative Services Corporations, Habilitative Services Corporations, and Rural Fire Protection Corporations 4-34-101. Rehabilitative services corporations. (a) There is authorized the creation of rehabilitative services corporations. (b) A rehabilitative services corporation shall be a public body and a body corporate and politic. (c) A rehabilitative services corporation shall be organized to assist the state in carrying out specialized and regular rehabilitative services for Arkansans in need of rehabilitative services. History Acts 1999, No. 880, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 34 Rehabilitative Services Corporations, Habilitative Services Corporations, and Rural Fire Protection Corporations 4-34-102. Habilitative services corporations. (a) There is authorized the creation of habilitative services corporations. (b) A habilitative services corporation shall be a public body and a body corporate and politic. (c) A habilitative services corporation shall be organized to provide habilitative services and other services for individuals with special educational or training needs. History Acts 1999, No. 880, § 2. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 34 Rehabilitative Services Corporations, Habilitative Services Corporations, and Rural Fire Protection Corporations 4-34-103. Rural fire protection corporations. (a) There is authorized the creation of rural fire protection corporations. (b) A rural fire protection corporation shall be a public body and a body corporate and politic. (c) A rural fire protection corporation shall be organized to provide fire protection to rural areas of the state. History Acts 1999, No. 880, § 3. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 34 Rehabilitative Services Corporations, Habilitative Services Corporations, and Rural Fire Protection Corporations 4-34-104. Filing for incorporation. One (1) or more persons may act as the incorporator or incorporators of a corporation authorized by this chapter by filing for incorporation in the same manner as for nonprofit corporations under the Arkansas Nonprofit Corporation Act of 1993, § 4-33-101 et seq. History Acts 1999, No. 880, § 4. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 34 Rehabilitative Services Corporations, Habilitative Services Corporations, and Rural Fire Protection Corporations 4-34-105. Conversion of nonprofit corporations. (a) A corporation organized under the Arkansas Nonprofit Corporation Act of 1993, § 4-33-101 et seq., or the Arkansas Nonprofit Corporation Act, § 4-28-201 et seq., may convert to a corporation authorized by this chapter by filing with the circuit court of the county in which the main office or principal place of business of the corporation is located signed and verified articles of incorporation and a statement that the nonprofit corporation desires to convert to a corporation authorized by this chapter. (b) If the circuit court finds that the articles of incorporation conform to law and that the incorporation is for a lawful purpose and is in the best interests of the public, the court may issue an order approving conversion to a corporation authorized by this chapter. (c) If the court approves the conversion, the articles of incorporation in duplicate, signed and verified, and a copy of the order of the court approving the conversion shall be transmitted to the Secretary of State, who shall, when a fee of one hundred dollars ($100) has been paid: (1) File the original of the articles in his or her office; and (2) Issue a certificate of incorporation to which he or she shall affix the other copy of the articles endorsed with the word “filed” and the month, day, and year of the filing and return the certificate of incorporation to the incorporators or their representative. (d) The new corporation shall obtain all the assets, liabilities, and obligations of the nonprofit corporation, and the obligations of the nonprofit corporation shall cease to exist on the date that the Secretary of State issues the certificate of incorporation. History Acts 1999, No. 880, § 5. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 34 Rehabilitative Services Corporations, Habilitative Services Corporations, and Rural Fire Protection Corporations 4-34-106. Applicability of laws. (a) A corporation authorized by this chapter shall be subject to the provisions of the Arkansas Nonprofit Corporation Act of 1993, § 4-33-101 et seq., except to the extent that the provisions of the Arkansas Nonprofit Corporation Act of 1993, § 4-33-101 et seq., are in conflict with this chapter. (b) A corporation authorized by this chapter shall have the right to perpetual succession as a body politic and corporate. History Acts 1999, No. 880, § 6. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 34 Rehabilitative Services Corporations, Habilitative Services Corporations, and Rural Fire Protection Corporations 4-34-107. Property taxes. Nothing in this chapter shall be construed to affect the corporation's obligation to pay property taxes. History Acts 1999, No. 880, § 7. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 35 Water Authority Act Tit. 4, Subtit. 3., Ch. 35 Note Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 35 Water Authority ActSubchapter 1 — General Provisions 4-35-101. Legislative intent. It is the intent of the General Assembly to provide a means by which a qualified corporation involved in the sale, transmission, and distribution of potable water to members of the general public and commercial, industrial, and other users may form or convert its entity status to be a water authority. History Acts 2003, No. 1330, § 3; 2025, No. 736, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 35 Water Authority ActSubchapter 1 — General Provisions 4-35-102. Title. This chapter shall be known and may be cited as the “Water Authority Act”. History Acts 2003, No. 1330, § 3. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 35 Water Authority ActSubchapter 1 — General Provisions 4-35-103. Definitions. As used in this chapter: (1) “Articles” means the articles of constitution or the articles of conversion and reconstitution of a water authority; (2) “Board” means the board of directors of a qualified corporation or a water authority; (3) “Bond” means any bond, promissory note, lease-purchase agreement, or other evidence of indebtedness issued, incurred, or entered into by a water authority; (4) “Commission” means the Arkansas Natural Resources Commission; (5) “Indenture” means a mortgage, indenture of mortgage, deed of trust, trust agreement, loan agreement, security agreement, or trust indenture executed by the water authority as security for any bonds; (6) (A) “Project” means any raw or potable water intake, treatment, distribution, transmission, storage, pumping, well site, well field, or other facility, or any combination of the foregoing, which has as its purpose the provision of raw or potable water to members of the general public and commercial, industrial, or other users along with any and all other appurtenances, equipment, betterments, or improvements related thereto. (B) (i) A project may include any lands or interest in land deemed by the board to be desirable in connection with the project and necessary equipment for the proper functioning and operation of the buildings or facilities involved. (ii) A project may include the construction, expansion, operation, or maintenance of a wastewater project or wastewater treatment plant; (7) (A) “Qualified corporation” means: (i) A nonprofit corporation originally formed under the Arkansas Nonprofit Corporation Act of 1993, § 4-33-101 et seq., the Arkansas Nonprofit Corporation Act, § 4-28-201 et seq., or a predecessor statute that provides, distributes, transmits, treats, pumps, or stores raw or potable water to or for the benefit of members of the general public and commercial, industrial, and other users or that proposes to accomplish, develop, or construct any of the foregoing; or (ii) Any governmental entity, municipal nonprofit entity, municipal authority, governmental authority, investor-owned water or wastewater utility, improvement district, or rural development authority that provides, distributes, transmits, treats, pumps, or stores raw or potable water to or for the benefit of members of the general public and commercial, industrial, and other users that proposes to accomplish, develop, or construct any of the foregoing. (B) “Qualified corporation” includes an entity described under subdivisions (7)(A)(i) and (ii) of this section that constructs, expands, operates, or maintains a wastewater project or wastewater treatment plant; (8) “State” means the State of Arkansas; (9) “United States” means the United States of America or any of its agencies or instrumentalities; (10) “Wastewater project” means sewage collection systems and treatment plants, including, without limitation, intercepting sewers, outfall sewers, force mains, pumping stations, instrumentation and control systems, and other appurtenances necessary or useful for the collection, removal, reduction, treatment, purification, disposal, and handling of liquid and solid waste, sewage and industrial waste, and refuse; (11) “Wastewater treatment plant” means any plant, disposal field, lagoon, pumping station, or other works: (A) That use chemical or biological processes for: (i) The treatment, stabilization, or disposal of sewage, industrial wastewaters, or other wastewaters; or (ii) The reduction and handling of sludge removed from wastewater; and (B) From which: (i) A discharge to the waters of the state occurs; or (ii) Municipal wastewater is land-applied; (12) “Water authority” means the public body politic and governmental entity organized pursuant to the provisions of this chapter; and (13) “Water users” means members of the public and commercial, industrial, and other users who purchase their raw or potable water directly from the water authority. History Acts 2003, No. 1330, § 3; 2005, No. 1653, § 1; 2025, No. 736, § 2. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 35 Water Authority ActSubchapter 1 — General Provisions 4-35-104. Construction. (a) (1) This chapter shall be liberally construed in conformity with its intent. (2) To this end, it shall not be necessary to comply with the general provisions of other laws dealing with public facilities, their acquisition, construction, leasing, encumbering, or disposition, including particularly, without limitation, bidding and appraisal requirements. (b) All acts and activities of a water authority performed pursuant to the authority of this chapter are legislatively determined and declared to be essential governmental functions. History Acts 2003, No. 1330, § 3. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 35 Water Authority ActSubchapter 1 — General Provisions 4-35-105. Authority generally. (a) There is conferred upon a water authority the authority to take action and to do or cause to be done the things that shall be necessary or desirable to accomplish and implement the purposes and intent of this chapter according to the import of this chapter. (b) It is specifically understood that, except for the provisions of this chapter or the provisions of any other chapter which authorizes the conversion of a qualified corporation to a water authority, no other statutes shall govern or pertain to the creation of a water authority under this chapter or the issuance of bonds by a water authority. (c) A water authority authorized by this chapter shall have the right to perpetual succession as a public body politic and governmental entity. (d) The Arkansas Natural Resources Commission shall have the authority, including the powers set forth in § 15-20-206, to promulgate rules for carrying out the intent of this chapter. History Acts 2003, No. 1330, § 3. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 35 Water Authority ActSubchapter 1 — General Provisions 4-35-106. Members. A water authority shall not have members. History Acts 2003, No. 1330, § 3. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 35 Water Authority ActSubchapter 1 — General Provisions 4-35-107. Freedom of Information Act of 1967 applicable. All meetings and records of a water authority shall be subject to the Freedom of Information Act of 1967, § 25-19-101 et seq. History Acts 2003, No. 1330, § 3. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 35 Water Authority ActSubchapter 1 — General Provisions 4-35-108. Tax exemption of projects. Each project by a water authority and all income from each project is determined and declared by the General Assembly to be public property used exclusively for a public purpose and shall be exempt from ad valorem taxation by all taxing authorities. History Acts 2003, No. 1330, § 3. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 35 Water Authority ActSubchapter 1 — General Provisions 4-35-109. Arkansas Public Service Commission — Exemption from jurisdiction. Water authorities organized under this chapter shall be exempt in any and all respects from the jurisdiction and control of the Arkansas Public Service Commission. History Acts 2003, No. 1330, § 3. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 35 Water Authority ActSubchapter 1 — General Provisions 4-35-110. Revenues. (a) A water authority formed pursuant to this chapter shall be operated without profit, but the rates, fees, rents, or other charges for water or wastewater collection, disposal, and treatment and other facilities, supplies, equipment, or services furnished by the water authority shall be sufficient at all times: (1) To pay all operating and maintenance expenses necessary or desirable for the prudent conduct of its affairs and the principal of and interest on the obligations issued or assumed by the water authority in the performance of the purposes for which it was organized; and (2) For the creation of adequate reserves. (b) The revenues of the water authority shall be devoted first to the payment of operating and maintenance expenses and the principal and interest on outstanding obligations, and thereafter to reserves for improvements, new construction, depreciation, and contingencies as the board of directors may prescribe from time to time and to other purposes approved by the board, including rebates to water users. History Acts 2003, No. 1330, § 3; 2005, No. 1653, § 2. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 35 Water Authority ActSubchapter 1 — General Provisions 4-35-111. Dissolution. (a) (1) A water authority shall be dissolved upon the expiration of its term of existence as set forth in the water authority's articles if the term of existence is less than perpetual in nature. (2) Upon the dissolution, a notice shall be filed with both the Arkansas Natural Resources Commission and the Secretary of State. (b) (1) A water authority may also be dissolved upon filing articles of dissolution with the approval in writing by the commission. (2) If approved by the commission, articles of dissolution shall also be filed with the Secretary of State. (c) Upon dissolution, any assets of a water authority remaining after payment of claims and liabilities of the water authority shall be transferred to another water authority with approval of the commission or to the State of Arkansas or a subdivision of the state, including the commission. History Acts 2003, No. 1330, § 3. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 35 Water Authority ActSubchapter 2 — Formation of and Conversion to a Public Water Authority Tit. 4, Subtit. 3., Ch. 35, Subch. 2 Note Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 35 Water Authority ActSubchapter 2 — Formation of and Conversion to a Public Water Authority 4-35-201. Authority and procedure to form a water authority. Two (2) or more persons, which may include cities, counties, or other public bodies, may form a water authority authorized by this chapter by presenting to and filing with the Arkansas Natural Resources Commission the following: (1) Articles of constitution which shall state and include the following information: (A) The name of the water authority, which shall include the words “public water authority”, it being understood that the water authority may adopt a fictitious operational name upon written request to and approval by the commission and the Secretary of State; (B) The location of the water authority's principal office; (C) The number of directors of the water authority, which shall be at least five (5) and shall be subject to change as provided in this chapter or in the water authority's bylaws; (D) The names and addresses of the proposed initial board of directors of the water authority; (E) The name and address of the agent for service of process of the water authority; (F) The proposed geographic service area over which the water authority will have jurisdiction; and (G) Any other matters that the proposed initial board of directors of the water authority may deem necessary and appropriate; (2) A copy of the water authority's proposed bylaws, along with any other information which the proposed initial board of directors of the water authority may deem necessary and appropriate; (3) A statement and certification from the Secretary of State that the proposed name of the water authority is not identical to that of any other water authority in the state or so nearly similar as to lead to confusion and uncertainty; (4) The filing and review fee that the commission may designate and determine from time to time; and (5) Any other information and documents which the commission may designate and require. History Acts 2003, No. 1330, § 3. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 35 Water Authority ActSubchapter 2 — Formation of and Conversion to a Public Water Authority 4-35-202. Authority and procedure to convert to a water authority. (a) Whenever a qualified corporation desires to convert to and become reconstituted as a water authority under this chapter, the qualified corporation shall present to and file with the Arkansas Natural Resources Commission: (1) A resolution adopted by the governing body of the qualified corporation and, if the qualified corporation has members, the members of the qualified corporation, which evidences the desire of the qualified corporation to convert to and become reconstituted as a water authority; (2) If the qualified corporation is a public facilities board, an ordinance adopted by the governing body of the county or municipality that formed the public facilities board approving the conversion and reconstitution of the public facilities board into a water authority; (3) Articles of conversion and reconstitution that shall be signed by a majority of the water authority's proposed initial board of directors and which shall state and include the following information: (A) The name of the water authority, which shall include the words “public water authority”, it being understood that the water authority may adopt a fictitious operational name upon written request to and approval by the commission and the Secretary of State; (B) The location of the water authority's principal office; (C) The number of directors of the water authority, which number shall be at least five (5) and shall be subject to change as provided in this chapter or in the water authority's bylaws; (D) The names and addresses of the proposed initial board of directors of the water authority; (E) The name and address of the agent for service of process of the water authority; (F) The proposed geographic service area over which the water authority will have jurisdiction; and (G) Any other matters that the proposed initial board of directors of the water authority may deem necessary and appropriate; (4) A copy of the water authority's proposed bylaws along with any other information which the proposed initial board of directors of the water authority may deem necessary and appropriate; (5) A statement and certification from the Secretary of State that the proposed name of the water authority is not identical to that of any other water authority in the state or so nearly similar as to lead to confusion and uncertainty; (6) The filing and review fee that the commission may designate and determine from time to time; and (7) Any other information and documents which the commission may designate and require. (b) In the event the qualified corporation has members: (1) (A) Membership approval is required for the qualified corporation to convert into and become reconstituted as a water authority. (B) Approval shall be obtained in the manner determined prior to conversion under the qualified corporation's articles, bylaws, or applicable statutes; and (2) After conversion, the water authority shall have no members. History Acts 2003, No. 1330, § 3; 2025, No. 736, § 3. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 35 Water Authority ActSubchapter 2 — Formation of and Conversion to a Public Water Authority 4-35-203. Effect of formation — Filing with Secretary of State. (a) (1) When articles of constitution or articles of conversion and reconstitution and other required documents have been filed with and accepted by the Arkansas Natural Resources Commission, as evidenced by the issuance by the commission of its certificate of existence in that form that the commission may deem appropriate, the water authority referred to in the articles shall come into existence and shall constitute a public body politic and governmental entity of the State of Arkansas under the name set forth in the certificate of existence, whereupon the water authority shall be vested with the rights and powers granted in this chapter. (2) (A) Contemporaneously therewith, with respect to a conversion, the qualified corporation shall cease to exist and all assets and liabilities of every nature, including, without limitation, all real property, personal property, contractual obligations, lending obligations outstanding, rights afforded borrowers of federal and state funds, and other tangible and intangible assets and liabilities of every nature, without need for further action or approval by any third party, shall be vested in and shall accrue to the benefit of the water authority, unless the articles of conversion and reconstitution filed with the Secretary of State expressly state that the qualified corporation shall continue its corporate or governmental existence and that certain specified assets and liabilities of the qualified corporation shall remain with the qualified corporation. (B) A governmental entity that is converted and reconstituted as a water authority under this chapter is not required to comply with other laws or procedures regarding transfer of property by governmental entities. (b) (1) (A) A copy of a water authority's articles of constitution or articles of conversion and reconstitution shall additionally be filed in the office of the Secretary of State after its receipt, acceptance, and approval by the commission. (B) The Secretary of State may require the payment of a reasonable filing and receipt fee not in excess of the filing fee charged by the Secretary of State in connection with the receipt and filing of a corporation's articles of incorporation. (2) (A) Except as provided in subdivision (b)(2)(B) of this section, filing a copy of the articles of constitution or articles of conversion and reconstitution, as accepted and approved by the commission, with the Secretary of State shall serve to terminate and dissolve the previous corporate existence of the qualified corporation, effective as of the date of the issuance of the certificate of existence. (B) A qualified corporation may file a copy of the articles of constitution or articles of conversion and reconstitution with the Secretary of State that expressly states that the qualified corporation shall continue its corporate or governmental existence. (c) Upon receipt of a certificate of existence from the commission under § 4-35-203(a)(1), the water authority shall be deemed to have complied with all requirements of this subchapter relating to the proper formation or conversion and reconstitution of a water authority, including without limitation all requirements of § 4-35-202. History Acts 2003, No. 1330, § 3; 2025, No. 736, §§ 4, 5, 6. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 35 Water Authority ActSubchapter 2 — Formation of and Conversion to a Public Water Authority 4-35-204. Board of directors — Definition. (a) (1) A water authority shall have a board of directors composed of at least five (5) members. (2) The specific number of initial directors and their terms of office shall be provided in its articles filed with the Arkansas Natural Resources Commission. (3) Changes to the number and terms of directors may be provided in the articles or bylaws. (b) (1) The initial directors of a water authority shall be approved by the commission, and they shall serve in accordance with those procedures that a water authority may specify in its bylaws. (2) (A) A director shall continue in office until the director's successor is properly elected and accepts office. (B) Successor directors shall be elected either by the board or by the water users as set forth in the bylaws. (C) A director may serve successive terms. (3) It is permissible for the bylaws of a water authority to provide that directors shall be selected from specific geographic areas within the total geographic area serviced by a water authority. (4) In the event a water authority wants to modify or amend the procedures for election of directors, approval shall be expressly granted in writing by the commission. (c) Unless otherwise provided in the articles or bylaws, the following shall apply to meetings of the board: (1) (A) (i) If the time and place of a directors' meeting is fixed by the bylaws or the board, the meeting is a regular meeting. (ii) All other meetings are special meetings. (B) (i) A board may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through, the use of any means of communication by which all directors participating may simultaneously hear each other during the meeting. (ii) A director participating in a meeting by this means is deemed to be present in person at the meeting; (2) (A) Except as provided in subdivision (c)(2)(C) of this section, regular meetings of the board may be held without notice. (B) Except as provided in subdivision (c)(2)(C) of this section, special meetings of the board shall be preceded by at least two (2) days' written notice to each director of the date, time, and place, but not the purpose, of the meeting. (C) Any board action to remove a director shall not be valid unless each director is given at least seven (7) days' written notice that the matter will be voted upon at a directors' meeting or unless notice is waived. (D) The presiding officer of the board, the president, or twenty percent (20%) of the directors then in office may call and give notice of a meeting of the board; (3) (A) (i) A director may at any time waive any notice required by this chapter, the articles, or bylaws. (ii) (a) Except as provided in subdivision (c)(3)(B) of this section, the waiver shall be in writing, signed by the director entitled to the notice, and filed with the minutes of the water authority's records. (b) A signed waiver delivered by facsimile transmittal shall constitute a valid waiver of notice under this section. (B) A director's attendance at or participation in a meeting waives any required notice of the meeting unless the director, upon arriving at the meeting or prior to the vote on a matter not noticed in conformity with this chapter or the articles or bylaws, objects to lack of notice and does not thereafter vote for or assent to the objected to action; and (4) (A) Except as provided in the bylaws, a majority of the members of a board shall constitute a quorum for the transaction of business, and a vote of a majority of a quorum shall constitute an act of the board. (B) No vacancy in the membership of a board shall impair the right of a quorum to exercise all the powers and duties of a water authority. (C) All powers of a water authority shall be exercised by its board of directors or pursuant to its authorization. (d) (1) (A) Unless prohibited or limited by the articles or bylaws, a board of directors may create one (1) or more committees of the board and appoint members of the board to serve on them. (B) Each committee shall have two (2) or more directors who shall serve at the direction of the board. (2) A committee of the board may not: (A) Authorize the issuance of bonds or any related matters; (B) Approve or recommend dissolution or the sale, pledge, or transfer of all or substantially all of the water authority's assets; (C) Elect, appoint, or remove directors or fill vacancies on the board or on any of its committees; or (D) Adopt, amend, or repeal the articles or bylaws. (e) (1) A director shall discharge his or her duties as a director, including his or her duties as a member of a committee: (A) In good faith; (B) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and (C) In a manner the director reasonably believes to be in the best interests of the water authority. (2) In discharging his or her duties, a director is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data if prepared or presented by: (A) One (1) or more officers or employees of the water authority whom the director reasonably believes to be reliable and competent in the matters presented; (B) Legal counsel, public accountants, or other persons as to matters the director reasonably believes are within the person's professional or expert competence; or (C) A committee of the board of which the director is not a member, as to matters within its jurisdiction, if the director reasonably believes the committee merits confidence. (f) A member of the board of a water authority shall serve without compensation except that he or she may be reimbursed for actual expenses incurred in the performance of his or her duties. (g) All proceedings of a board shall be reduced to writing by the secretary of the water authority and appropriately recorded and maintained. (h) (1) The board of directors of a public water authority may elect by majority vote to: (A) Participate in the Arkansas Public Employees' Retirement System; and (B) Allow full-time employees of a public water authority to become members of the Arkansas Public Employees' Retirement System. (2) The public water authority shall pay the contributions required by the Board of Trustees of the Arkansas Public Employees' Retirement System in accordance with § 24-4-101 et seq. (i) (1) (A) The board of directors of a public water authority shall post contact information on the websites of the public water authority and the commission that are available to the public. (B) As used in subdivision (i)(1)(A) of this section, “contact information” includes the name and telephone number of the member of the board of directors of a public water authority. (2) Any changes to the contact information for a member of the board of directors of a public water authority shall be updated within ten (10) business days. History Acts 2003, No. 1330, § 3; 2019, No. 449, § 1; 2025, No. 239, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 35 Water Authority ActSubchapter 2 — Formation of and Conversion to a Public Water Authority 4-35-205. Officers. (a) The officers of a water authority shall consist of a president, vice president, secretary, treasurer, and such other officers as the board of directors shall deem necessary to accomplish the purposes for which a water authority is organized. (b) The offices of secretary and treasurer may be held by the same person. (c) All officers of a water authority shall be elected by the board and shall serve for those terms of office as specified in the bylaws. (d) (1) An officer may resign at any time by delivering notice to the water authority. (2) (A) A resignation is effective when the notice is effective unless the notice specifies a future effective date. (B) If a resignation is made effective at a future date and the water authority accepts the future effective date, its board may fill the pending vacancy before the effective date if the board provides that the successor does not take office until the effective date. (e) A board may remove any officer at any time with or without cause. History Acts 2003, No. 1330, § 3. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 35 Water Authority ActSubchapter 2 — Formation of and Conversion to a Public Water Authority 4-35-206. Notice. (a) Notice may be communicated: (1) In person; (2) By telegraph, teletype, telecopier, facsimile, or other similar form of wire or wireless communication; or (3) By mail or private carrier. (b) Written notice, if in a comprehensible form, is effective at the earliest of the following: (1) When received; (2) Two (2) days after its deposit in the United States mail, as evidenced by the postmark, if mailed correctly addressed and with first class postage affixed; or (3) On the date shown on the return receipt if sent by registered or certificated mail, return receipt requested, and the receipt is signed by or on behalf of the addressee. History Acts 2003, No. 1330, § 3. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 35 Water Authority ActSubchapter 2 — Formation of and Conversion to a Public Water Authority 4-35-207. Bylaws. (a) The persons forming the water authority or the initial board of directors shall adopt bylaws for the water authority and shall file a copy of the executed bylaws with the Arkansas Natural Resources Commission. (b) The bylaws may contain any provision for regulating and managing the affairs of the water authority that is not inconsistent with law or the articles. History Acts 2003, No. 1330, § 3. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 35 Water Authority ActSubchapter 2 — Formation of and Conversion to a Public Water Authority 4-35-208. Amendment to articles or bylaws. (a) Subject to subdivision (c)(2) and subsection (d) of this section, a water authority may amend its articles or bylaws at any time by a majority of the members of the board of directors at any regular or special meeting at which a quorum is present. (b) Any amendment to the articles of a water authority shall be delivered to and filed with both the Arkansas Natural Resources Commission and the Secretary of State setting forth: (1) The name of the water authority; (2) The text of each amendment adopted; (3) The date of each amendment's adoption; and (4) A statement that the amendment was approved by a sufficient vote of the board. (c) (1) Any amendment to the bylaws shall be filed by the secretary of the water authority with the books and records of the water authority. (2) However, any change with respect to the number of directors or the procedure for electing or nominating directors shall first be approved in writing by the commission and, if approved, shall be filed with the commission. (d) The commission shall approve in writing any amendment to the articles or bylaws which changes the geographic service area over which the water authority has jurisdiction. History Acts 2003, No. 1330, § 3. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 35 Water Authority ActSubchapter 2 — Formation of and Conversion to a Public Water Authority 4-35-209. Registered office and registered agent. (a) Each water authority shall continuously maintain in this state: (1) A registered office with the same address, which must include a street address, as that of the registered agent; and (2) A registered agent, who is an individual residing in this state and whose office is identical with the registered office. (b) A water authority may change its registered office or registered agent by delivering to the Arkansas Natural Resources Commission and the Secretary of State for filing a statement of change that sets forth: (1) The name of the water authority; (2) The street address of its current registered office; (3) If the current registered office is to be changed, the street address of the new registered office; (4) The name of its current registered agent; and (5) If the current registered agent is to be changed, the name of the new registered agent. History Acts 2003, No. 1330, § 3. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 35 Water Authority ActSubchapter 2 — Formation of and Conversion to a Public Water Authority 4-35-210. Powers generally. A water authority shall have the following powers, together with all powers incidental thereto or necessary to the discharge thereof: (1) To have succession in its designated name; (2) To sue and be sued and to prosecute and defend suits in any court having jurisdiction of the subject matter and of the parties; (3) To make use of a seal and to alter it at pleasure; (4) To adopt and alter bylaws for the regulation and conduct of its affairs and business; (5) To acquire, whether by purchase, gift, lease, devise, or otherwise, property of every description that a board of directors may deem necessary to the acquisition, construction, equipment, improvement, enlargement, operation, administration, or maintenance of a project and to hold title thereto; (6) To construct, enlarge, equip, improve, maintain, administer, and operate one (1) or more projects; (7) To borrow money for any of its purposes; (8) To sell and issue its interest-bearing bonds; (9) To sell and issue refunding bonds; (10) To secure any of its bonds by pledge and indenture as provided in this subchapter; (11) To appoint, employ, and compensate such general managers, executive directors, agents, architects, engineers, attorneys, accountants, and other persons and employees as the business of the water authority may require; (12) To provide for such insurance as the board may deem advisable; (13) To invest any of its funds that the board may determine are not presently needed for its operational purposes in obligations that are direct or guaranteed obligations of the United States or other securities in which public funds may be invested under the laws of this state; (14) To invest the proceeds of bonds or any debt service reserves or sinking funds securing the payment of the bonds in any obligations, securities, repurchase agreements, or investment agreements authorized or permitted by the resolution of the water authority authorizing the same or the indenture securing the same; (15) To contract, lease, and make lease agreements respecting its properties or any part thereof as lessor or lessee, including financing lease agreements; (16) To exercise the power of eminent domain in accordance with the procedures prescribed by § 18-15-301 et seq.; (17) To sell and convey, mortgage, pledge, or otherwise dispose of any of its: (A) Properties; (B) Assets; (C) Franchises; (D) Rights; (E) Privileges; (F) Licenses; (G) Rights-of-way; and (H) Easements; (18) To own and operate facilities necessary to provide potable water and associated services and to provide wastewater collection, disposal, and treatment to Arkansas residents; (19) To fix, regulate, and collect rates, fees, and rents or other charges for water and wastewater collection, disposal, and treatment and any other facilities, supplies, equipment, or services furnished by the water authority; (20) To do and perform all acts and things and have and exercise any power as may be convenient or appropriate to effectuate the purposes for which the water authority is formed; (21) To purchase, receive, or in any manner acquire, own, hold, and use any real and personal property or any interest on the property on the terms as determined by the board of the water authority to be in the best interest of the water authority; and (22) To enter into water contracts for the purchase or sale of water on a wholesale basis on the terms and conditions the board determines are in the best interest of the water authority. History Acts 2003, No. 1330, § 3; 2005, No. 1653, § 3. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 35 Water Authority ActSubchapter 3 — Bond Provisions Tit. 4, Subtit. 3., Ch. 35, Subch. 3 Note Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 35 Water Authority ActSubchapter 3 — Bond Provisions 4-35-301. Issuance of bonds. (a) A water authority is authorized at any time and from time to time to issue its interest-bearing bonds for the purpose of acquiring, constructing, improving, enlarging, completing, and equipping one (1) or more projects. (b) (1) (A) Prior to a water authority's proposed issuance of bonds, the water authority shall publish one (1) time in a newspaper of general circulation in the affected county or counties in which the project or projects are or will be located: (i) Notice of the proposed issuance of bonds; (ii) The maximum principal amount of bonds contemplated to be sold; (iii) A general description of the project contemplated to be financed or refinanced with bond proceeds; and (iv) The date, time, and location of a public meeting at which members of the public may obtain further information regarding the bonds and the development of the project. (B) Notice under subdivision (b)(1)(A) of this section shall be published at least ten (10) days prior to the date of the hearing described in subdivision (b)(1)(A)(iv) of this section. (2) A water authority president or his or her designee shall be responsible for conducting the hearing and shall require all public comments that might pertain to the proposed issuance of bonds by the water authority. (3) (A) Upon compliance with the provisions of this section, no other notice, hearing, or approval by any other entity or governmental unit shall be required as a condition to the issuance by a water authority of its contemplated bonds. (B) The provisions of the Revenue Bond Act of 1987, § 19-6-601 et seq., do not apply to this section. (4) The requirements of this subsection shall not apply to the issuance of bonds to refund bonds of the water authority for which a public hearing was held. (c) The principal of and the interest on any bonds may be payable out of the revenues derived from the projects with respect to which the bonds are issued or from any other source available to a water authority. (d) None of the bonds of a water authority shall ever constitute an obligation or debt of the state, the city, the county in which the water authority operates, the Arkansas Natural Resources Commission, or any officer or director of the water authority or a charge against the credit or taxing powers of the state. (e) As the water authority shall determine, bonds of the water authority may: (1) Be issued at any time and from time to time as may be appropriate and necessary; (2) Be in such form and denominations as may be appropriate and necessary; (3) Have such date or dates as may be appropriate and necessary; (4) Mature at such time or times and in such amount or amounts as may be appropriate and necessary, provided that no bonds may mature more than forty (40) years after the date of issuance; (5) Bear interest payable at such times and at such rate or rates as may be established by the board, as may be appropriate and necessary; (6) Be payable at such place or places within or without the State of Arkansas as may be appropriate and necessary; (7) Be subject to such terms of redemption in advance of maturity at such prices, including such premiums, as may be appropriate and necessary; and (8) Contain other terms and provisions as may be appropriate or necessary. (f) (1) Bonds of a water authority may be sold at either public or private sale in such manner and from time to time as may be determined by the board to be most advantageous. (2) The water authority may pay all expenses, premiums, and commissions that the board may deem necessary or advantageous in connection with the authorization, sale, and issuance of its bonds. (g) (1) All bonds shall contain a recital that they are issued pursuant to the provisions of this chapter. (2) The recital shall be conclusive that the bonds have been authorized pursuant to the provisions of this chapter. (h) Other than financing leases, all bonds issued under the provisions of this chapter shall be negotiable instruments within the meaning of the negotiable instruments law of the state and shall be in registered form. (i) All bonds issued under this chapter shall be approved by resolution adopted by the board of the water authority. History Acts 2003, No. 1330, § 3; 2005, No. 1927, § 1; 2025, No. 419, § 44. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 35 Water Authority ActSubchapter 3 — Bond Provisions 4-35-302. Execution of bonds. (a) Bonds shall be executed by the manual or facsimile signature of the president of the water authority and by the manual or facsimile signature of the secretary of the water authority. (b) In case an officer whose signature appears on the bonds shall cease to be an officer before the delivery of the bonds, his or her signature shall nevertheless be valid and sufficient for all purposes. (c) If there is a seal, the bonds shall be sealed with the seal of the water authority. History Acts 2003, No. 1330, § 3. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 35 Water Authority ActSubchapter 3 — Bond Provisions 4-35-303. Security for bonds. (a) The principal of and interest on bonds may be secured by a pledge of the revenues of a water authority of that project financed by the water authority through its issuance of bonds or from any other source that the water authority may deem necessary and appropriate and may be secured by the creation of a forecloseable mortgage and security interest encumbering the real property of the water authority or security interest in all personal property and revenues of the water authority as set forth in the indenture. (b) The trustee under any indenture may be a trust company or bank having trust powers, whether located within or without the state. (c) The bond resolution of the water authority authorizing the bonds or indenture may contain, all as the board of directors shall deem advisable and as shall not be in conflict with the provisions of this subchapter, any agreements and provisions customarily contained in instruments securing evidences of indebtedness, including, without limiting the generality of the foregoing: (1) Provisions respecting the nature and extent of the security; (2) The collection, segregation, and application of the revenues generated from the operation of any project covered by the bonds, the resolution, or the indenture; (3) Covenants to always operate the project as a revenue-producing undertaking and to charge and collect, including the obligation to increase from time to time, sufficient revenue to maintain income at required levels; (4) The maintenance and insurance of the project; (5) The creation and maintenance of reserve and other special funds; and (6) The rights and remedies available in the event of default to the holders of the bonds or the trustees under the indenture, bond, or resolution. (d) If there is any default by a water authority in payment of the principal of or the interest on the bonds or in any of the agreements on the part of the water authority that may properly be included in any indenture, bond, or resolution securing the bonds, the bondholders or the trustee under any bond, resolution, or indenture, as authorized in the bond, resolution, or indenture may either in law or in equity, by suit, action, mandamus, or other proceeding enforce payment of the principal or interest and compel performance of all duties of the board and officers of the water authority and shall be entitled as a matter of right and regardless of the sufficiency of any such security to the appointment of a receiver in equity with all the powers of the receiver for the operation and maintenance of the project covered by the indenture, bond, or resolution and the collection, segregation, and applications of income and revenues therefrom. (e) The indenture, bond, or resolution may contain provisions regarding the rights and remedies of any trustee thereunder and the holders of the bonds and the coupons and restricting the individual rights of action of the holders of the bonds and coupons. (f) (1) In the event of a default in the payment of the principal of or interest on any bonds issued under the provisions of this chapter, any court having jurisdiction may appoint a receiver to take charge of the facilities upon or in which there is a mortgage lien or security interest securing the bonds in default. (2) The receiver shall have the power and authority to operate and maintain the facilities in receivership, to charge and collect payments, fees, rents, and charges sufficient to provide for the payment of any costs of receivership and operating expenses of the project in receivership, and to apply the revenues derived from the facilities in receivership in conformity with this chapter and the resolution or trust indenture securing the bonds in default. (3) When the default has been cured, the receivership shall be ended and the facilities returned to the water authority. (g) The relief provided in this section shall be construed to be in addition and supplemental to the other remedies provided in this chapter and the remedies that may be provided in the resolution or trust indenture authorizing or securing the bonds and shall be so granted and administered as to accord full recognition to priority rights of bondholders as to the pledge of revenues from and mortgage lien on or security interest in facilities as specified in and fixed by the resolution or trust indenture authorizing or securing successive issues of bonds. History Acts 2003, No. 1330, § 3. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 35 Water Authority ActSubchapter 3 — Bond Provisions 4-35-304. Bonds — Tax exemption. (a) The principal of and interest on bonds issued under the authority of this subchapter shall be exempt from all state, county, and municipal taxes. (b) This exemption shall include income, inheritance, and estate taxes. History Acts 2003, No. 1330, § 3. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 35 Water Authority ActSubchapter 3 — Bond Provisions 4-35-305. Proceeds from issuance of bonds. (a) The proceeds derived from all of the bonds other than refunding bonds may be used only to pay the costs of acquiring, constructing, improving, enlarging, and equipping the project with respect to which they were issued, as may be specified in the proceedings in which the bonds are authorized to be issued and all costs incidental thereto, including, without limitation: (1) The costs of any land forming a part of the project and all easements which may pertain to or be associated with any project; (2) The costs of the labor, materials, and supplies used in any construction, improvement, and enlargement, including architect's and engineer's fees and the cost of preparing contract documents and advertising for bids along with all other reasonable and necessary project costs; (3) The purchase price of and the cost of installing equipment for the project; (4) Legal, fiscal, accounting, and recording fees and expenses incurred in connection with the authorization, sale, and issuance of the bonds issued in connection with the project; (5) Interest on bonds for a reasonable period prior to, during, and after the time required for the construction and equipment; (6) The amount necessary to fund a debt service reserve in an amount deemed appropriate by the water authority; (7) Costs associated with the obtaining of default insurance, ratings, and other credit enhancements of every nature; and (8) Other operational expenses, reserves, and other accounts of every nature. (b) If any of the proceeds derived from the issuance of bonds remains undisbursed after completion of the project and the making of all such expenditures, the balance shall be used to pay principal of and interest on the bonds to fund a debt service reserve or for the redemption of bonds of the same issue. History Acts 2003, No. 1330, § 3. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 35 Water Authority ActSubchapter 3 — Bond Provisions 4-35-306. Refunding bonds. (a) A water authority, at any time and from time to time, may issue refunding bonds for the purpose of refunding the principal of and interest on any bonds of the water authority theretofore issued under this subchapter or bonds originally issued by the qualified corporation and then outstanding, whether or not the principal and interest shall have matured at the time of the refunding under this subchapter, and for the payment of any expenses incurred in connection with the refunding and any premium necessary to be paid in order to redeem or retire the bonds to be refunded. (b) The proceeds derived from the sale of any refunding bonds shall be used only for the purposes for which the refunding bonds were authorized to be issued. (c) (1) Any of the refunding may be effected either by sale of the refunding bonds and the application of the proceeds by immediate application or by escrow deposit, with the right to invest moneys in the escrow deposit until needed for the redemption, or by exchange of the refunding bonds for the bonds or interest coupons to be refunded thereby. (2) However, the holders of any bonds to be refunded shall not be compelled without their consent to surrender their bonds for payment or exchange prior to the date on which they may be paid or redeemed by the water authority under their respective provisions. (d) Any refunding bonds of the water authority shall be payable solely from the revenues out of which the bonds to be refunded were payable or from those other sources or other revenues which might be identified in the indenture or resolution authorizing the bonds. (e) All provisions of this chapter pertaining to bonds of the water authority that are not inconsistent with the provisions of this section shall apply also to refunding bonds issued by the water authority to the extent applicable. History Acts 2003, No. 1330, § 3. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 36 Arkansas Benefit Corporation ActSubchapter 1 — Preliminary Provisions 4-36-101. Title. This chapter shall be known and may be cited as the “Arkansas Benefit Corporation Act”. History Acts 2013, No. 1388, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 36 Arkansas Benefit Corporation ActSubchapter 1 — Preliminary Provisions 4-36-102. Application of chapter. (a) This chapter shall apply to all benefit corporations. (b) This chapter does not imply that a contrary statute or rule of law applies to a business corporation that is not a benefit corporation. (c) (1) Except as otherwise provided in this chapter, the Arkansas Business Corporation Act of 1987, § 4-27-101 et seq., is generally applicable to a benefit corporation. (2) Specific provisions of this chapter shall control over the general provisions of the Arkansas Business Corporation Act of 1987, § 4-27-101 et seq. (3) A benefit corporation may be simultaneously subject to this chapter and other statutes that provide for the incorporation of a specific type of business corporation. (d) The articles of incorporation or bylaws of a benefit corporation shall not limit, relax, be inconsistent with, or supersede this chapter. History Acts 2013, No. 1388, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 36 Arkansas Benefit Corporation ActSubchapter 1 — Preliminary Provisions 4-36-103. Definitions. (a) As used in this chapter: (1) “Benefit corporation” means a business corporation that is subject to this chapter; (2) “Benefit director” means the director designated as the benefit director of a benefit corporation under § 4-36-302; (3) “Benefit enforcement proceeding” means a claim or action for: (A) Failure of a benefit corporation to pursue or create a general public benefit or a specific public benefit purpose as stated in its articles of incorporation; or (B) Violation of an obligation, duty, or standard of conduct under this chapter; (4) “Benefit officer” means the individual designated as the benefit officer of a benefit corporation under § 4-36-304; (5) “General public benefit” means a material positive impact on society and the environment, taken as a whole, assessed against a third-party standard, from the business and operations of a benefit corporation; (6) (A) “Independent” means having no material relationship with a benefit corporation or a subsidiary of the benefit corporation. (B) A person shall be independent even if serving as benefit director or benefit officer. (C) A material relationship between a person and a benefit corporation or its subsidiaries is conclusively presumed to exist if: (i) The person is, or has been in the last three (3) years, an employee other than a benefit officer of the benefit corporation or a subsidiary of the benefit corporation; (ii) An immediate family member of the person is, or has been in the last three (3) years, an executive officer other than a benefit officer of the benefit corporation or its subsidiary; or (iii) There is beneficial or record ownership of five percent (5%) or more of the outstanding shares of the benefit corporation by the person or an association: (a) Of which the person is a director, an officer, or a manager; or (b) In which the person owns beneficially or of record five percent (5%) or more of the outstanding equity interests; (7) “Minimum status vote” means: (A) In the case of a business corporation, in addition to any other required approval or vote, the satisfaction of the following conditions: (i) The shareholders of a class or series may vote as a class on the corporate action regardless of a limitation stated in the articles of incorporation or bylaws on the voting rights of the class or series; and (ii) The corporate action shall be approved by vote of the shareholders of each class or series entitled to cast at least two-thirds (⅔) of the votes that all shareholders of the class or series are entitled to cast on the action. (B) In the case of a domestic entity other than a business corporation, in addition to any other required approval, vote, or consent, the satisfaction of the following conditions: (i) The holders of a class or series of equity interest in the entity that are entitled to receive a distribution from the entity may vote on or consent to the action regardless of an otherwise applicable limitation on the voting or consent rights of the class or series; and (ii) The action shall be approved by vote or consent of the holders described in subdivision (7)(B)(i) of this section entitled to cast at least two-thirds (⅔) of the votes or consents that all of those holders are entitled to cast on the action; (8) “Specific public benefit” means: (A) Providing low-income or underserved individuals or communities with beneficial products or services; (B) Promoting economic opportunity for individuals or communities beyond the creation of jobs in the normal course of business; (C) Preserving the environment; (D) Improving human health; (E) Promoting the arts, sciences, or advancement of knowledge; (F) Increasing the flow of capital to entities with a public benefit purpose; and (G) Conferring any other particular benefit on society or the environment; (9) “Subsidiary” means in relation to a person, an association in which the person owns beneficially or of record fifty percent (50%) or more of the outstanding equity interests; and (10) “Third-party standard” means a recognized standard for defining, reporting, and assessing corporate social and environmental performance that is: (A) Comprehensive in that it assesses the effect of the business and its operations on the interests listed in § 4-36-301(a)(1)(B)-(E); (B) Developed by an organization that is independent of the benefit corporation and satisfies the following: (i) Not more than one-third (⅓) of the members of the governing body of the organization are representatives of: (a) An association of businesses operating in a specific industry, the performance of whose members is measured by the standard; (b) Businesses from a specific industry or an association of businesses in that industry; or (c) A business whose performance is assessed against the standard; and (ii) The organization is not materially financed by an association or business described in subdivision (10)(B)(i) of this section; (C) Credible because the standard is developed by a person that both: (i) Has access to necessary expertise to assess overall corporate social and environmental performance; and (ii) Uses a balanced multistakeholder approach, including a public comment period of at least thirty (30) days to develop the standard; and (D) Transparent because the following information is publicly available: (i) The standard criteria considered if measuring the overall social and environmental performance of a business; (ii) The relative weighting factor of those criteria; (iii) The development and revision of the standard, including: (a) The identity of the directors, officers, material owners, and the governing body of the organization that developed and controls revisions to the standard; and (b) The process by which revisions to the standard and changes to the membership of the governing body are made; and (iv) An accounting of the sources of financial support for the organization, with sufficient detail to disclose a relationship that could reasonably be considered to present a potential conflict of interest. (b) For purposes of the definitions of “independent” and “subsidiary” in subsection (a) of this section, a percentage of ownership in an entity is computed as if all outstanding rights to acquire equity interests in the association had been exercised. History Acts 2013, No. 1388, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 36 Arkansas Benefit Corporation ActSubchapter 1 — Preliminary Provisions 4-36-104. Formation — Fees. (a) A benefit corporation shall be formed under the Arkansas Business Corporation Act of 1987, § 4-27-101 et seq., and its articles of incorporation shall state that it is a benefit corporation. (b) The Secretary of State shall collect filing fees, service fees, and fees for copying when documents are delivered to him or her to be filed under this subchapter and under § 4-27-122. History Acts 2013, No. 1388, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 36 Arkansas Benefit Corporation ActSubchapter 1 — Preliminary Provisions 4-36-105. Election of status. (a) An existing business corporation may become a benefit corporation under this chapter by amending its articles of incorporation so that they contain, in addition to the requirements of § 4-27-202, a statement that the corporation is a benefit corporation. (b) To be effective, an amendment shall be adopted by at least the minimum status vote. (c) If an entity is not a benefit corporation but is a constituent corporation or organization in a merger or conversion with a benefit corporation, the merger or conversion shall be approved by at least the minimum status vote. History Acts 2013, No. 1388, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 36 Arkansas Benefit Corporation ActSubchapter 1 — Preliminary Provisions 4-36-106. Termination of status. (a) A benefit corporation may end its benefit corporation status and not be subject to this chapter by amending its articles of incorporation to delete the statement in the articles of incorporation required by § 4-36-104 or § 4-36-105 to be stated in the articles of incorporation of a benefit corporation. (b) To be effective, the amendment shall be adopted by at least the minimum status vote. (c) If a merger or conversion would have the effect of terminating the status of a business corporation as a benefit corporation, to be effective, the merger or conversion shall be approved by at least the minimum status vote. (d) A sale, lease, exchange, or other disposition of all or a substantial part of the assets of a benefit corporation, unless the transaction is in the usual and regular course of business, shall not be effective unless the transaction is approved by at least the minimum status vote. History Acts 2013, No. 1388, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 36 Arkansas Benefit Corporation ActSubchapter 2 — Corporate Purposes 4-36-201. Corporate purposes. (a) A benefit corporation shall have a purpose of creating a general public benefit and it is in addition to its purpose under § 4-36-103(a)(5). (b) (1) The articles of incorporation of a benefit corporation may identify one (1) or more specific public benefits that it is the purpose of the benefit corporation to pursue in addition to its purposes under § 4-36-103(a)(5) and subsection (a) of this section. (2) The identification of a specific public benefit under this subsection does not limit the obligation of a benefit corporation under subsection (a) of this section. (c) The creation of a general public benefit and a specific public benefit under subsections (a) and (b) of this section is in the best interests of the benefit corporation. (d) (1) A benefit corporation may amend its articles of incorporation to add, amend, or delete the identification of a specific public benefit that it is the purpose of the benefit corporation to pursue. (2) To be effective, the amendment shall be adopted by at least the minimum status vote. (e) A professional corporation that is a benefit corporation does not violate the Arkansas Professional Corporation Act, § 4-29-201 et seq., by having the purpose to pursue a general public benefit or a specific public benefit. History Acts 2013, No. 1388, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 36 Arkansas Benefit Corporation ActSubchapter 3 — Accountability 4-36-301. Standard of conduct for directors. (a) In discharging the duties of their respective positions and in considering the best interests of the benefit corporation, the board of directors, committees of the board, and individual directors of a benefit corporation: (1) Shall consider the effects of an action or inaction on: (A) The shareholders of the benefit corporation; (B) The employees and work force of the benefit corporation, its subsidiaries, and its suppliers; (C) The interests of customers as beneficiaries of the general public benefit or specific public benefit purposes of the benefit corporation; (D) Community and societal factors, including those of each community in which offices or facilities of the benefit corporation, its subsidiaries, or its suppliers are located; (E) The local and global environment; (F) The short-term and long-term interests of the benefit corporation, including benefits that may accrue to the benefit corporation from its long-term plans and the possibility that these interests may be best served by the continued independence of the benefit corporation; and (G) The ability of the benefit corporation to accomplish its general public benefit purpose and a specific public benefit purpose; (2) May consider other pertinent factors or the interests of a group that they consider appropriate; and (3) Need not give priority to the interests of a particular person or group referred to in subdivision (a)(1) or subdivision (a)(2) of this section over the interests of another person or group unless the benefit corporation has stated in its articles of incorporation its intention to give priority to certain interests related to its accomplishment of its general public benefit purpose or of a specific public benefit purpose identified in its articles of incorporation. (b) The consideration of interests and factors required by subsection (a) of this section does not constitute a violation of § 4-27-801. (c) A director is not personally liable for monetary damages for: (1) Action taken as a director if the director performed the duties of office in compliance with § 4-27-801; or (2) Failure of the benefit corporation to pursue a general public benefit or a specific public benefit. (d) A director does not have a duty to a person that is a beneficiary of a general public benefit purpose or a specific public benefit purpose of a benefit corporation arising from the status of the person as a beneficiary. History Acts 2013, No. 1388, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 36 Arkansas Benefit Corporation ActSubchapter 3 — Accountability 4-36-302. Benefit director. (a) The board of directors of a benefit corporation may include a director who: (1) Is designated the benefit director; and (2) Has the powers, duties, rights, and immunities provided in this subchapter in addition to the powers, duties, rights, and immunities of the other directors of the benefit corporation. (b) (1) The benefit director is elected and may be removed under § 4-27-803. (2) The benefit director shall be an independent individual. (c) The benefit director may serve concurrently as the benefit officer and the benefit director. (d) The articles of incorporation or bylaws of a benefit corporation may prescribe additional qualifications of the benefit director not inconsistent with this section. (e) The benefit director shall prepare and the benefit corporation shall include in the annual benefit report to shareholders as required by § 4-36-401 the opinion of the benefit director on: (1) Whether the benefit corporation acted under its general public benefit purpose and a specific public benefit purpose in all material respects during the period covered by the report; (2) Whether the directors complied with § 4-36-301(a) and the officers complied with § 4-36-303(a); and (3) Whether the benefit corporation or its directors or officers failed to comply with this section, including a description of the ways in which the benefit corporation or its directors or officers failed to comply. (f) The action or inaction of an individual in the capacity of a benefit director is an action or inaction of that individual in the capacity of a director of the benefit corporation. (g) Regardless of whether the bylaws of a benefit corporation include a provision eliminating or limiting the personal liability of directors authorized by § 4-26-811, a benefit director shall not be personally liable for an act or omission in the capacity of a benefit director unless the act or omission constitutes self-dealing, willful misconduct, or a knowing violation of law. (h) The benefit director of a professional corporation does not need to be independent. History Acts 2013, No. 1388, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 36 Arkansas Benefit Corporation ActSubchapter 3 — Accountability 4-36-303. Standard of conduct for officers. (a) An officer of a benefit corporation shall consider the interests and factors described in § 4-36-301 if: (1) The officer has discretion to act with respect to a matter; and (2) It reasonably appears to the officer that the matter may have a material effect on the creation by the benefit corporation of a general public benefit or a specific public benefit identified in the articles of incorporation of the benefit corporation. (b) The consideration of interests and factors described in subsection (a) of this section shall not constitute a violation of § 4-27-841. (c) An officer is not personally liable for monetary damages for: (1) An action or omission as an officer if the officer performed the duties of the position in compliance with § 4-27-841 and this section; or (2) Failure of the benefit corporation to pursue a general public benefit or a specific public benefit. (d) An officer does not have a duty to a person that is a beneficiary of a general public benefit purpose or a specific public benefit purpose of a benefit corporation arising from the status of the person as a beneficiary. History Acts 2013, No. 1388, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 36 Arkansas Benefit Corporation ActSubchapter 3 — Accountability 4-36-304. Benefit officer. (a) A benefit corporation may have an officer designated as the benefit officer. (b) A benefit officer shall have: (1) The powers and duties relating to the purpose of the corporation to pursue a general public benefit or a specific public benefit provided: (A) By the bylaws; or (B) Absent controlling provisions in the bylaws, by resolutions or orders of the board of directors; and (2) The duty to prepare the benefit report required by § 4-36-401. History Acts 2013, No. 1388, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 36 Arkansas Benefit Corporation ActSubchapter 3 — Accountability 4-36-305. Right of action. (a) Except in a benefit enforcement proceeding, a person may not bring an action or assert a claim against a benefit corporation or its directors or officers with respect to: (1) Failure to pursue or create a general public benefit or a specific public benefit stated in its articles of incorporation; or (2) Violation of a duty or standard of conduct under this chapter. (b) A benefit corporation shall not be liable for monetary damages under this chapter for the failure of the benefit corporation to pursue a general public benefit or a specific public benefit. (c) A benefit enforcement proceeding may begin and be maintained only: (1) Directly by the benefit corporation; or (2) Derivatively by: (A) A shareholder; (B) A director; (C) A person or group of persons that owns beneficially or of record five percent (5%) or more of the equity interest in an entity of which the benefit corporation is a subsidiary at the time of the action or inaction complained of; or (D) Other persons as named in the articles of incorporation or bylaws of the benefit corporation. History Acts 2013, No. 1388, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 36 Arkansas Benefit Corporation ActSubchapter 4 — Transparency 4-36-401. Annual reports. (a) (1) A benefit corporation shall prepare an annual benefit report and an annual franchise tax report under § 26-54-104. (2) An annual benefit report shall include: (A) A narrative description of: (i) The ways in which the benefit corporation pursued the general public benefit during the year and the extent to which the general public benefit was pursued; (ii) Both: (a) The ways in which the benefit corporation pursued a specific public benefit that the articles of incorporation state is the purpose of the benefit corporation to pursue; and (b) The extent to which that specific public benefit was pursued; (iii) Circumstances that have hindered the creation by the benefit corporation of a general public benefit or a specific public benefit; and (iv) The process and rationale for selecting or changing the third-party standard used to prepare the benefit report; (B) (i) An assessment of the overall social and environmental performance of the benefit corporation against a third-party standard: (a) Applied consistently with an application of that standard in earlier benefit reports; or (b) Accompanied by an explanation of the reasons for an inconsistent application. (ii) The assessment does not need to be performed, audited, or certified by a third-party standards provider; (C) The name of the benefit director and the benefit officer and the address to which correspondence to each of them may be directed; (D) The compensation paid by the benefit corporation during the year to each director for serving in the capacity of a director; (E) The statement of the benefit director described in § 4-36-302; and (F) A statement of the connection between the organization that established the third-party standard or its directors, officers, or a holder of five percent (5%) or more of the governance interests in the organization, and the benefit corporation or its directors, officers, or a holder of five percent (5%) or more of the outstanding shares of the benefit corporation, including a financial or governance relationship that may materially affect the credibility of the use of the third-party standard. (b) A benefit corporation shall send a benefit report to each shareholder annually: (1) Before the stated due date of an annual franchise tax under § 26-54-104; or (2) When the benefit corporation delivers an annual financial report to its shareholders. (c) (1) A benefit corporation shall post all of its benefit reports on the public part of its Internet website. (2) The compensation paid to a director and a financial or proprietary informationist included in the benefit reports may be omitted from the benefit reports as posted. (d) (1) If a benefit corporation does not have a website, the benefit corporation shall provide a copy of its most recent benefit report, without charge, to a person who requests a copy. (2) The compensation paid to directors and the financial or proprietary informationist included in the benefit report may be omitted from the copy of the benefit report provided. (e) (1) Concurrently with the delivery of the benefit report to shareholders under subsection (b) of this section, the benefit corporation shall deliver a copy of the benefit report to the Secretary of State for filing. (2) The compensation paid to directors and the financial or proprietary informationist included in the benefit report may be omitted from the benefit report as delivered to the Secretary of State. (3) The Secretary of State shall charge a fee of seventy dollars ($70.00) for filing a benefit report. History Acts 2013, No. 1388, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 37 Uniform Protected Series Act Tit. 4, Subtit. 3., Ch. 37 Note Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 37 Uniform Protected Series ActSubchapter 1 — General Provisions 4-37-101. Short title. This chapter may be cited as the “Uniform Protected Series Act”. History Acts 2019, No. 665, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 37 Uniform Protected Series ActSubchapter 1 — General Provisions 4-37-102. Definitions. In this chapter: (1) “Acquired entity” means the entity, all of one or more classes or series of interests of which are acquired in an interest exchange. (2) “Acquiring entity” means the entity that acquires all of one or more classes or series of interests of the acquired entity in an interest exchange. (3) “Asset” means property: (A) in which a series limited liability company or protected series has rights; or (B) as to which the company or protected series has the power to transfer rights. (4) “Associated asset” means an asset that meets the requirements of § 4-37-301. (5) “Associated member” means a member that meets the requirements of § 4-37-302. (6) “Converted entity” means the converting entity as it continues in existence after a conversion. (7) “Converting entity” means the domestic entity that approves a plan of conversion pursuant to § 4-37-601 et seq., or the foreign entity that approves a conversion pursuant to the law of its jurisdiction of formation. (8) “Foreign limited liability company” means an organization that is: (A) an unincorporated association; (B) organized under laws of a state other than the laws of this state, or under the laws of any foreign country; (C) organized under a statute pursuant to which an association may be formed that affords to each of its members limited liability with respect to the liabilities of the entity; and (D) not required to be registered or organized under any statute of this state other than the Uniform Limited Liability Company Act, § 4-38-101 et seq. (9) “Foreign protected series” means an arrangement, configuration, or other structure established by a foreign limited liability company which has attributes comparable to a protected series established under this chapter. The term applies whether or not the law under which the foreign company is organized refers to “protected series”. (10) “Foreign series limited liability company” means a foreign limited liability company that has at least one foreign protected series. (11) “Jurisdiction of formation” means the jurisdiction whose law governs the internal affairs of an entity. (12) “Limited liability company” means an organization formed under the Uniform Limited Liability Company Act, § 4-38-101 et seq. (13) “Manager” or “managers” means, with respect to a limited liability company that has set forth in its operating agreement that it is to be managed by managers, the person or persons designated in accordance with § 4-38-407. (14) “Member” or “members” means a person or persons who have been admitted to membership in a limited liability company as provided in § 4-38-401 and who have not ceased to be members as provided in § 4-38-602. (15) “Non-associated asset” means: (A) an asset of a series limited liability company which is not an associated asset of the company; or (B) an asset of a protected series of the company which is not an associated asset of the protected series. (16) “Operating agreement” means the written agreement which shall be entered into among all of the members as to the conduct of the business and affairs of a limited liability company. (17) (A) “Person” means an individual, a general partnership, a limited partnership, a domestic or foreign limited liability company, a trust, an estate, an association, a corporation, a custodian, a nominee and other individual entity in its own or representative capacity, or any other legal entity. (B) “Person” includes a protected series. (18) “Property” means all property, whether real, personal, or mixed or tangible or intangible, or any right or interest therein. (19) “Protected series”, except in the phrase “foreign protected series”, means a protected series established under § 4-37-201. (20) “Protected-series manager” means a person under whose authority the powers of a protected series are exercised and under whose direction the activities and affairs of the protected series are managed under the operating agreement, this chapter, and the Uniform Limited Liability Company Act, § 4-38-101 et seq. (21) “Protected-series transferable interest” means a right to receive a distribution from a protected series. (22) “Protected-series transferee” means a person to which all or part of a protected series transferable interest of a protected series of a series limited liability company has been transferred, other than the company. The term includes a person that owns a protected-series transferable interest as a result of ceasing to be an associated member of a protected series. (23) “Record”, used as a noun, means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. (24) “Series limited liability company”, except in the phrase “foreign series limited liability company”, means a limited liability company that has at least one protected series. (25) “Sign” means, with present intent to authenticate or adopt a record: (A) to execute or adopt a tangible symbol; or (B) to attach to or logically associate with the record an electronic symbol, sound, or process. (26) “State” means a state, territory, or possession of the United States, the District of Columbia, or the Commonwealth of Puerto Rico. (27) “Transfer” includes: (A) an assignment; (B) a conveyance; (C) a sale; (D) a lease; (E) an encumbrance, including a mortgage or security interest; (F) a gift; and (G) a transfer by operation of law. (28) “Transferable interest” means the right, as initially owned by a person in the person's capacity as a member, to receive distributions from a limited liability company, whether or not the person remains a member or continues to own any part of the right. The term applies to any fraction of the interest, by whomever owned. (29) “Transferee” means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a member. History Acts 2019, No. 665, § 1; 2021, No. 1041, §§ 2­6; 2023, No. 108, § 3. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 37 Uniform Protected Series ActSubchapter 1 — General Provisions 4-37-103. Nature of protected series. A protected series of a series limited liability company is a person distinct from: (1) the company, subject to § 4-37-104(c), § 4-37-501(1), and § 4-37-502(d); (2) another protected series of the company; (3) a member of the company, whether or not the member is an associated member of the protected series; (4) a protected-series transferee of a protected series of the company; and (5) a transferee of a transferable interest of the company. History Acts 2019, No. 665, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 37 Uniform Protected Series ActSubchapter 1 — General Provisions 4-37-104. Powers and duration of protected series. (a) A protected series of a series limited liability company has the capacity to sue and be sued in its own name. (b) Except as otherwise provided in subsections (c) and (d), a protected series of a series limited liability company has the same powers and purposes as the company. (c) A protected series of a series limited liability company ceases to exist not later than when the company completes its winding up. (d) A protected series of a series limited liability company may not: (1) be a member of the company; (2) establish a protected series; or (3) except as permitted by law of this state other than this chapter, have a purpose or power that the law of this state other than this chapter prohibits a limited liability company from doing or having. History Acts 2019, No. 665, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 37 Uniform Protected Series ActSubchapter 1 — General Provisions 4-37-105. Governing law. The law of this state governs: (1) the internal affairs of a protected series of a series limited liability company, including: (A) relations among any associated members of the protected series; (B) relations among the protected series and: (i) any associated member; (ii) the protected-series manager; or (iii) any protected-series transferee; (C) relations between any associated member and: (i) the protected-series manager: or (ii) any protected-series transferee; (D) the rights and duties of a protected-series manager; (E) governance decisions affecting the activities and affairs of the protected series and the conduct of those activities and affairs; and (F) procedures and conditions for becoming an associated member or protected-series transferee; (2) the relations between a protected series of a series limited liability company and each of the following: (A) the company; (B) another protected series of the company; (C) a member of the company which is not an associated member of the protected series; (D) a protected-series manager that is not a protected-series manager of the protected series; and (E) a protected-series transferee that is not a protected-series transferee of the protected series; (3) the liability of a person for a debt, obligation, or other liability of a protected series of a series limited liability company if the debt, obligation, or liability is asserted solely by reason of the person being or acting as: (A) an associated member, protected-series transferee, or protected-series manager of the protected series; (B) a member of the company which is not an associated member of the protected series; (C) a protected-series manager that is not a protected-series manager of the protected series; (D) a protected-series transferee that is not a protected-series transferee of the protected series; (E) a manager of the company; or (F) a transferee of a transferable interest of the company; (4) the liability of a series limited liability company for a debt, obligation, or other liability of a protected series of the company if the debt, obligation, or liability is asserted solely by reason of the company: (A) having delivered to the Secretary of State for filing under § 4-37-201(b) a protected series designation pertaining to the protected series or under § 4-37-201(d) or § 4-37-202(c) a statement of designation change pertaining to the protected series; (B) being or acting as a protected-series manager of the protected series; (C) having the protected series be or act as a manager of the company; or (D) owning a protected-series transferable interest of the protected series; and (5) the liability of a protected series of a series limited liability company for a debt, obligation, or other liability of the company or of another protected series of the company if the debt, obligation, or liability is asserted solely by reason of: (A) the protected series: (i) being a protected series of the company or having as a protected-series manager the company or another protected series of the company; or (ii) being or acting as a protected-series manager of another protected series of the company or a manager of the company; or (B) the company owning a protected-series transferable interest of the protected series. History Acts 2019, No. 665, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 37 Uniform Protected Series ActSubchapter 1 — General Provisions 4-37-106. Relation of operating agreement, this chapter, and the Uniform Limited Liability Company Act. (a) Except as otherwise provided in this section and subject to § 4-37-107 and § 4-37-108, the operating agreement of a series limited liability company governs: (1) the internal affairs of a protected series, including: (A) relations among any associated members of the protected series; (B) relations among the protected series and: (i) any associated member; (ii) the protected-series manager; or (iii) any protected-series transferee; (C) relations between any associated member and: (i) the protected-series manager: or (ii) any protected-series transferee; (D) the rights and duties of a protected-series manager; (E) governance decisions affecting the activities and affairs of the protected series and the conduct of those activities and affairs; and (F) procedures and conditions for becoming an associated member or protected-series transferee; (2) relations among the protected series, the company, and any other protected series of the company; (3) relations between: (A) the protected series, its protected-series manager, any associated member of the protected series, or any protected-series transferee of the protected series; and (B) a person in the person's capacity as: (i) a member of the company which is not an associated member of the protected series; (ii) a protected-series transferee or protected-series manager of another protected series; or (iii) a transferee of the company. (b) If the Uniform Limited Liability Company Act, § 4-38-101 et seq., restricts the power of an operating agreement to affect a matter, the restriction applies to a matter under this chapter in accordance with § 4-37-108. (c) If law of this state other than this chapter imposes a prohibition, limitation, requirement, condition, obligation, liability, or other restriction on a limited liability company, a member, manager, or other agent of the company, or a transferee of the company, except as otherwise provided in law of this state other than this chapter, the restriction applies in accordance with § 4-37-108. (d) Except as otherwise provided in § 4-37-107, if the operating agreement of a series limited liability company does not provide for a matter described in subsection (a) in a manner permitted by this chapter, the matter is determined in accordance with the following rules: (1) To the extent this chapter addresses the matter, this chapter governs. (2) To the extent this chapter does not address the matter, the Uniform Limited Liability Company Act, § 4-38-101 et seq., governs the matter in accordance with § 4-37-108. History Acts 2019, No. 665, § 1; 2021, No. 1041, § 7. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 37 Uniform Protected Series ActSubchapter 1 — General Provisions 4-37-107. Additional limitations on operating agreement. (a) An operating agreement may not vary the effect of: (1) this section; (2) section 4-37-103; (3) section 4-37-104(a); (4) section 4-37-104(b) to provide a protected series a power beyond the powers the Uniform Limited Liability Company Act, § 4-38-101 et seq., provides a limited liability company; (5) section 4-37-104(c) or § 4-37-104(d); (6) section 4-37-105; (7) section 4-37-106; (8) section 4-37-108; (9) section 4-37-201, except to vary the manner in which a limited liability company approves establishing a protected series; (10) section 4-37-202; (11) section 4-37-301; (12) section 4-37-302; (13) section 4-37-303(a) or § 4-37-303(b); (14) section 4-37-304(c), § 4-37-304(f), or § 4-37-304(g); (15) section 4-37-401, except to decrease or eliminate a limitation of liability stated in § 4-37-401; (16) section 4-37-402; (17) section 4-37-403; (18) section 4-37-404; (19) section 4-37-501(1), § 4-37-501(4), and § 4-37-501(5); (20) section 4-37-502, except to designate a different person to manage winding up; (21) section 4-37-503; (22) sections 4-37-601 et seq.; (23) sections 4-37-701 et seq.; (24) sections 4-37-801 et seq., except to vary: (A) the manner in which a series limited liability company may elect under § 4-37-803(a)(2) to be subject to this chapter; or (B) the person that has the right to sign and deliver to the Secretary of State for filing a record under § 4-37-803(b)(2); or (25) a provision of this chapter pertaining to: (A) registered agents; or (B) the Secretary of State, including provisions pertaining to records authorized or required to be delivered to the Secretary of State for filing under this chapter. (b) An operating agreement may not unreasonably restrict the duties and rights under § 4-37-305 but may impose reasonable restrictions on the availability and use of information obtained under § 4-37-305 and may provide appropriate remedies, including liquidated damages, for a breach of any reasonable restriction on use. History Acts 2019, No. 665, § 1; 2021, No. 1041, § 8. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 37 Uniform Protected Series ActSubchapter 1 — General Provisions 4-37-108. Rules for applying Uniform Limited Liability Company Act to specified provisions of chapter. (a) Except as otherwise provided in subsection (b) and § 4-37-107, the following rules apply in applying § 4-37-106, § 4-37-304(c) and § 4-37-304(f), § 4-37-501(4)(A), § 4-37-502(a), and § 4-37-503(2): (1) a protected series of a series limited liability company is deemed to be a limited liability company that is formed separately from the series limited liability company and is distinct from the series limited liability company and any other protected series of the series limited liability company. (2) an associated member of the protected series is deemed to be a member of the company deemed to exist under subdivision (a)(1). (3) a protected-series transferee of the protected series is deemed to be a transferee of the company deemed to exist under subdivision (a)(1). (4) a protected-series transferable interest of the protected series is deemed to be a transferable interest of the company deemed to exist under subdivision (a)(1). (5) a protected-series manager is deemed to be a manager of the company deemed to exist under subdivision (a)(1). (6) an asset of the protected series is deemed to be an asset of the company deemed to exist under subdivision (a)(1), whether or not the asset is an associated asset of the protected series. (7) any creditor or other obligee of the protected series is deemed to be a creditor or obligee of the company deemed to exist under subdivision (a)(1). (b) Subsection (a) does not apply if its application would: (1) contravene § 4-38-408; or (2) authorize or require the Secretary of State to: (A) accept for filing a type of record that neither this chapter nor the Uniform Limited Liability Company Act, § 4-38-101 et seq., authorizes or requires a person to deliver to the Secretary of State for filing; or (B) make or deliver a record that neither this chapter nor the Uniform Limited Liability Company Act, § 4-38-101 et seq., authorizes or requires the Secretary of State to make or deliver. History Acts 2019, No. 665, § 1; 2021, No. 1041, § 9. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 37 Uniform Protected Series ActSubchapter 2 — Establishing Protected Series 4-37-201. Protected series designation — Amendment. (a) With the affirmative vote or consent of all members of a limited liability company, the company may establish a protected series. (b) To establish a protected series, a limited liability company shall deliver to the Secretary of State for filing a protected series designation, signed by the company, stating the name of the company and the name of the protected series to be established. (c) A protected series is established when the protected series designation takes effect under § 4-38-207. (d) To amend a protected series designation, a series limited liability company shall deliver to the Secretary of State for filing a statement of designation change, signed by the company, that changes the name of the company, the name of the protected series to which the designation applies, or both. The change takes effect when the statement of designation change takes effect under § 4-38-207. (e) A record signed by a limited liability company must be signed by a person authorized by the company. History Acts 2019, No. 665, § 1; 2021, No. 1041, §§ 10, 11. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 37 Uniform Protected Series ActSubchapter 2 — Establishing Protected Series 4-37-202. Name. (a) Except as otherwise provided in subsection (b), the name of a protected series must comply with § 4-38-112. (b) The name of a protected series of a series limited liability company must: (1) begin with the name of the company, including any word or abbreviation required by § 4-38-112; and (2) contain the phrase “Protected Series” or “protected series” or the abbreviation “P.S.” or “PS”. (c) If a series limited liability company changes its name, the company shall deliver to the Secretary of State for filing a statement of designation change for each of the company's protected series, changing the name of each protected series to comply with this section. (d) If a limited liability company is dissolved, administratively or otherwise, the name is available for use by another formed limited liability company, and the dissolved company would be required, upon reinstatement, to use a new name if the prior name was taken. History Acts 2019, No. 665, § 1; 2021, No. 1041, § 12. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 37 Uniform Protected Series ActSubchapter 2 — Establishing Protected Series 4-37-203. Registered agent. (a) The registered agent in this state for a series limited liability company is the registered agent in this state for each protected series of the company. (b) Before delivering a protected series designation to the Secretary of State for filing, a limited liability company shall agree with a registered agent that the agent will serve as the registered agent in this state for both the company and the protected series. (c) A person that signs a protected series designation delivered to the Secretary of State for filing affirms as a fact that the limited liability company on whose behalf the designation is delivered has complied with subsection (b). (d) A person that ceases to be the registered agent for a series limited liability company ceases to be the registered agent for each protected series of the company. (e) A person that ceases to be the registered agent for a protected series of a series limited liability company, other than as a result of the termination of the protected series, ceases to be the registered agent of the company and any other protected series of the company. (f) Except as otherwise agreed by a series limited liability company and its registered agent, the agent is not obligated to distinguish between a process, notice, demand, or other record concerning the company and a process, notice, demand, or other record concerning a protected series of the company. History Acts 2019, No. 665, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 37 Uniform Protected Series ActSubchapter 2 — Establishing Protected Series 4-37-204. Service of process, notice, demand, or other record. (a) A protected series of a series limited liability company may be served with a process, notice, demand, or other record required or permitted by law by: (1) serving the company; (2) serving the registered agent of the protected series; or (3) other means authorized by law of this state other than the Uniform Limited Liability Company Act, § 4-38-101 et seq. (b) Service of a summons and complaint on a series limited liability company is notice to each protected series of the company of service of the summons and complaint and the contents of the complaint. (c) Service of a summons and complaint on a protected series of a series limited liability company is notice to the company and any other protected series of the company of service of the summons and complaint and the contents of the complaint. (d) Service of a summons and complaint on a foreign series limited liability company is notice to each foreign protected series of the foreign company of service of the summons and complaint and the contents of the complaint. (e) Service of a summons and complaint on a foreign protected series of a foreign series limited liability company is notice to the foreign company and any other foreign protected series of the company of service of the summons and complaint and the contents of the complaint. (f) Notice to a person under subsection (b), (c), (d), or (e) is effective whether or not the summons and complaint identify the person if the summons and complaint name as a party and identify: (1) the series limited liability company or a protected series of the company; or (2) the foreign series limited liability company or a foreign protected series of the foreign company. History Acts 2019, No. 665, § 1; 2021, No. 1041, § 13. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 37 Uniform Protected Series ActSubchapter 2 — Establishing Protected Series 4-37-205. Certificate of good standing for protected series. (a) On request of any person, the Secretary of State shall issue a certificate of good standing for a protected series of a series limited liability company or a certificate of registration for a foreign protected series if: (1) in the case of a protected series: (A) no statement of dissolution, termination, or relocation pertaining to the protected series has been filed; and (B) the company has delivered to the Secretary of State for filing the most recent annual report required by § 26-54-105 and the report includes the name of the protected series, unless: (i) when the company delivered the report for filing, the protected series designation pertaining to the protected series had not yet taken effect; or (ii) after the company delivered the report for filing, the company delivered to the Secretary of State for filing a statement of designation change changing the name of the protected series; or (2) in the case of a foreign protected series, it is registered to do business in this state. (b) A certificate issued under subsection (a) must state: (1) in the case of a protected series: (A) the name of the protected series of the series limited liability company and the name of the company; (B) that the requirements of subsection (a) are met; (C) the date the protected series designation pertaining to the protected series took effect; and (D) if a statement of designation change pertaining to the protected series has been filed, the effective date and contents of the statement; (2) in the case of a foreign protected series, that it is registered to do business in this state; (3) that the fees, taxes, interest, and penalties owed to this state by the protected series or foreign protected series and collected through the Secretary of State have been paid, if: (A) payment is reflected in the records of the Secretary of State; and (B) nonpayment affects the existence of the protected series; and (4) other facts reflected in the records of the Secretary of State pertaining to the protected series or foreign protected series which the person requesting the certificate reasonably requests. (c) Subject to any qualification stated by the Secretary of State in a certificate issued under subsection (a), the certificate may be relied on as conclusive evidence of the facts stated in the certificate. History Acts 2019, No. 665, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 37 Uniform Protected Series ActSubchapter 2 — Establishing Protected Series 4-37-206. Information required in annual report — Effect of failure to provide. (a) In the annual report required by § 26-54-105, a series limited liability company shall include the name of each protected series of the company: (1) for which the company has previously delivered to the Secretary of State for filing a protected series designation; and (2) which has not dissolved and completed winding up. (b) A failure by a series limited liability company to comply with subsection (a) with regard to a protected series prevents issuance of a certificate of good standing pertaining to the protected series but does not otherwise affect the protected series. History Acts 2019, No. 665, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 37 Uniform Protected Series ActSubchapter 3 — Associated Asset; Associated Member; Protected-Series Transferable Interest; Management; Right of Information 4-37-301. Associated asset. (a) Only an asset of a protected series may be an associated asset of the protected series. Only an asset of a series limited liability company may be an associated asset of the company. (b) An asset of a protected series of a series limited liability company is an associated asset of the protected series only if the protected series creates and maintains records that state the name of the protected series and describe the asset with sufficient specificity to permit a disinterested, reasonable individual to: (1) identify the asset and distinguish it from any other asset of the protected series, any asset of the company, and any asset of any other protected series of the company; (2) determine when and from what person the protected series acquired the asset or how the asset otherwise became an asset of the protected series; and (3) if the protected series acquired the asset from the company or another protected series of the company, determine any consideration paid, the payor, and the payee. (c) An asset of a series limited liability company is an associated asset of the company only if the company creates and maintains records that state the name of the company and describe the asset with sufficient specificity to permit a disinterested, reasonable individual to: (1) identify the asset and distinguish it from any other asset of the company and any asset of any protected series of the company; (2) determine when and from what person the company acquired the asset or how the asset otherwise became an asset of the company; and (3) if the company acquired the asset from a protected series of the company, determine any consideration paid, the payor, and the payee. (d) The records and recordkeeping required by subsections (b) and (c) may be organized by specific listing, category, type, quantity, or computational or allocational formula or procedure, including a percentage or share of any asset, or in any other reasonable manner. (e) To the extent permitted by this section and law of this state other than this chapter, a series limited liability company or protected series of the company may hold an associated asset directly or indirectly, through a representative, nominee, or similar arrangement, except that: (1) a protected series may not hold an associated asset in the name of the company or another protected series of the company; and (2) the company may not hold an associated asset in the name of a protected series of the company. History Acts 2019, No. 665, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 37 Uniform Protected Series ActSubchapter 3 — Associated Asset; Associated Member; Protected-Series Transferable Interest; Management; Right of Information 4-37-302. Associated member. (a) Only a member of a series limited liability company may be an associated member of a protected series of the company. (b) A member of a series limited liability company becomes an associated member of a protected series of the company if the operating agreement or a procedure established by the agreement states: (1) that the member is an associated member of the protected series; (2) the date on which the member became an associated member; and (3) any protected-series transferable interest the associated member has in connection with becoming or being an associated member. (c) If a person that is an associated member of a protected series of a series limited liability company is dissociated from the company, the person ceases to be an associated member of the protected series. History Acts 2019, No. 665, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 37 Uniform Protected Series ActSubchapter 3 — Associated Asset; Associated Member; Protected-Series Transferable Interest; Management; Right of Information 4-37-303. Protected-Series transferable interest. (a) A protected-series transferable interest of a protected series of a series limited liability company must be owned initially by an associated member of the protected series or the company. (b) If a protected series of a series limited liability company has no associated members when established, the company owns the protected-series transferable interests in the protected series. (c) In addition to acquiring a protected series transferable series interest under subsection (b), a series limited liability company may acquire a series transferable interest through a transfer from another person or as provided in the operating agreement. (d) Except for § 4-37-108(a)(3), a provision of this chapter which applies to a protected series transferee of a protected series of a series limited liability company applies to the company in its capacity as an owner of a protected-series transferable interest of the protected series. A provision of the operating agreement of a series limited liability company which applies to a protected-series transferee of a protected series of the company applies to the company in its capacity as an owner of a protected-series transferable interest of the protected series. History Acts 2019, No. 665, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 37 Uniform Protected Series ActSubchapter 3 — Associated Asset; Associated Member; Protected-Series Transferable Interest; Management; Right of Information 4-37-304. Management. (a) A protected series may have more than one protected-series manager. (b) If a protected series has no associated members, the series limited liability company is the protected-series manager. (c) Section 4-37-108 applies to determine any duties of a protected-series manager of a protected series of a series limited liability company to: (1) the protected series; (2) any associated member of the protected series; and (3) any protected-series transferee of the protected series. (d) Solely by reason of being or acting as a protected-series manager of a protected series of a series limited liability company, a person owes no duty to: (1) the company; (2) another protected series of the company; or (3) another person in that person's capacity as: (A) a member of the company which is not an associated member of the protected series; (B) a protected-series transferee or protected-series manager of another protected series; or (C) a transferee of the company. (e) An associated member of a protected series of a series limited liability company has the same rights as any other member of the company to vote on or consent to an amendment to the company's operating agreement or any other matter being decided by the members, whether or not the amendment or matter affects the interests of the protected series or the associated member. (f) Section 4-38-302 applies to a protected series in accordance with § 4-37-108. (g) An associated member of a protected series is an agent for the protected series with power to bind the protected series to the same extent that a member of a limited liability company is an agent for the company with power to bind the company under § 4-38-301. History Acts 2019, No. 665, § 1; 2021, No. 1041, §§ 14, 15. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 37 Uniform Protected Series ActSubchapter 3 — Associated Asset; Associated Member; Protected-Series Transferable Interest; Management; Right of Information 4-37-305. Right of person not associated member of protected series to information concerning protected series. (a) A member of a series limited liability company which is not an associated member of a protected series of the company has a right to information concerning the protected series to the same extent, in the same manner, and under the same conditions that a member that is not a manager of a manager-managed limited liability company has a right to information concerning the company under § 4-38-410. (b) A person formerly an associated member of a protected series has a right to information concerning the protected series to the same extent, in the same manner, and under the same conditions that a person dissociated as a member of a manager-managed limited liability company has a right to information concerning the company under § 4-38-410. (c) If an associated member of a protected series dies, the legal representative of the deceased associated member has a right to information concerning the protected series to the same extent, in the same manner, and under the same conditions that the legal representative of a deceased member of a limited liability company has a right to information concerning the company under § 4-38-410. (d) A protected-series manager of a protected series has a right to information concerning the protected series to the same extent, in the same manner, and under the same conditions that a manager of a manager-managed limited liability company has a right to information concerning the company under § 4-38-410. History Acts 2019, No. 665, § 1; 2021, No. 1041, § 16. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 37 Uniform Protected Series ActSubchapter 4 — Limitation on Liability and Enforcement of Claims 4-37-401. Limitations on liability. (a) A person is not liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of: (1) a protected series of a series limited liability company solely by reason of being or acting as: (A) an associated member, series manager, or protected-series transferee of the protected series; or (B) a member, manager, or a transferee of the company; or (2) a series limited liability company solely by reason of being or acting as an associated member, protected-series manager, or protected-series transferee of a protected series of the company. (b) Subject to § 4-37-404, the following rules apply: (1) A debt, obligation, or other liability of a series limited liability company is solely the debt, obligation, or liability of the company. (2) A debt, obligation, or other liability of a protected series is solely the debt, obligation, or liability of the protected series. (3) A series limited liability company is not liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of a protected series of the company solely by reason of the protected series being a protected series of the company or the company: (A) being or acting as a protected-series manager of the protected series; (B) having the protected series manage the company; or (C) owning a protected-series transferable interest of the protected series. (4) A protected series of a series limited liability company is not liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of the company or another protected series of the company solely by reason of: (A) being a protected series of the company; (B) being or acting as a manager of the company or a protected-series manager of another protected series of the company; or (C) having the company or another protected series of the company be or act as a protected-series manager of the protected series. History Acts 2019, No. 665, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 37 Uniform Protected Series ActSubchapter 4 — Limitation on Liability and Enforcement of Claims 4-37-402. Claim seeking to disregard limitation of liability. (a) Except as otherwise provided in subsection (b), a claim seeking to disregard a limitation in § 4-37-401 is governed by the principles of law and equity, including a principle providing a right to a creditor or holding a person liable for a debt, obligation, or other liability of another person, which would apply if each protected series of a series limited liability company were a limited liability company formed separately from the series limited liability company and distinct from the series limited liability company and any other protected series of the series limited liability company. (b) The failure of a limited liability company or a protected series to observe formalities relating to the exercise of its powers or management of its activities and affairs is not a ground to disregard a limitation in § 4-37-401(a) but may be a ground to disregard a limitation in § 4-37-401(b) for monetary damages under § 4-32-404 [repealed]. (c) This section applies to a claim seeking to disregard a limitation of liability applicable to a foreign series limited liability company or foreign protected series and comparable to a limitation stated in § 4-37-401, if: (1) the claimant is a resident of this state or doing business or registered to do business in this state; or (2) the claim is to establish or enforce a liability arising under law of this state other than this chapter or from an act or omission in this state. History Acts 2019, No. 665, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 37 Uniform Protected Series ActSubchapter 4 — Limitation on Liability and Enforcement of Claims 4-37-403. Remedies of judgment creditor of associated member of protected-series transferee. Section 4-38-503 applies to a judgment creditor of: (1) an associated member or protected-series transferee of a protected series; or (2) a series limited liability company, to the extent the company owns a protected-series transferable interest of a protected series. History Acts 2019, No. 665, § 1; 2021, No. 1041, § 17. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 37 Uniform Protected Series ActSubchapter 4 — Limitation on Liability and Enforcement of Claims 4-37-404. Enforcement against non-associated asset. (a) In this section: (1) “Enforcement date” means 12:01 a.m. on the date on which a claimant first serves process on a series limited liability company or protected series in an action seeking to enforce under this section a claim against an asset of the company or protected series by attachment, levy, or the like. (2) Subject to § 4-37-608(b), “incurrence date” means the date on which a series limited liability company or protected series incurred the liability giving rise to a claim that a claimant seeks to enforce under this section. (b) If a claim against a series limited liability company or a protected series of the company has been reduced to judgment, in addition to any other remedy provided by law or equity, the judgment may be enforced in accordance with the following rules: (1) A judgment against the company may be enforced against an asset of a protected series of the company if the asset: (A) was a non-associated asset of the protected series on the incurrence date; or (B) is a non-associated asset of the protected series on the enforcement date. (2) A judgment against a protected series may be enforced against an asset of the company if the asset: (A) was a non-associated asset of the company on the incurrence date; or (B) is a non-associated asset of the company on the enforcement date. (3) A judgment against a protected series may be enforced against an asset of another protected series of the company if the asset: (A) was a non-associated asset of the other protected series on the incurrence date; or (B) is a non-associated asset of the other protected series on the enforcement date. (c) In addition to any other remedy provided by law or equity, if a claim against a series limited liability company or a protected series has not been reduced to a judgment and law other than this chapter permits a prejudgment remedy by attachment, levy, or the like, the court may apply subsection (b) as a prejudgment remedy. (d) In a proceeding under this section, the party asserting that an asset is or was an associated asset of a series limited liability company or a protected series of the company has the burden of proof on the issue. (e) This section applies to an asset of a foreign series limited liability company or foreign protected series if: (1) the asset is real or tangible property located in this state; (2) the claimant is a resident of this state or doing business or registered to do business in this state, or the claim under § 4-37-404 is to enforce a judgment, or to seek a prejudgment remedy, pertaining to a liability arising from law of this state other than this chapter or an act or omission in this state; and (3) the asset is not identified in the records of the foreign series limited liability company or foreign protected series in a manner comparable to the manner required by § 4-37-301. History Acts 2019, No. 665, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 37 Uniform Protected Series ActSubchapter 5 — Dissolution and Winding Up of Protected Series 4-37-501. Events causing dissolution of protected series. A protected series of a series limited liability company is dissolved, and its activities and affairs must be wound up, only on the: (1) dissolution of the company; (2) occurrence of an event or circumstance the operating agreement states causes dissolution of the protected series; (3) affirmative vote or consent of all members; or (4) entry by the court of an order dissolving the protected series on application by an associated member or protected-series manager of the protected series: (A) in accordance with § 4-37-108; and (B) to the same extent, in the same manner, and on the same grounds the court would enter an order dissolving a limited liability company on application by a member or manager of the company; or (5) entry by the court of an order dissolving the protected series on application by the company or a member of the company on the ground that the conduct of all or substantially all the activities and affairs of the protected series is illegal. History Acts 2019, No. 665, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 37 Uniform Protected Series ActSubchapter 5 — Dissolution and Winding Up of Protected Series 4-37-502. Winding up dissolved protected series. (a) Subject to subsections (b) and (c) and in accordance with § 4-37-108: (1) a dissolved protected series shall wind up its activities and affairs in the same manner that a limited liability company winds up its activities and affairs under § 4-38-702, subject to the same requirements and conditions and with the same effects; and (2) judicial supervision or another judicial remedy is available in the winding up of the protected series to the same extent, in the same manner, under the same conditions, and with the same effects that apply under § 4-38-702. (b) When a protected series of a series limited liability company dissolves, the company may deliver to the Secretary of State for filing a statement of protected series dissolution stating the name of the company and the protected series and that the protected series is dissolved. The filing of the statement by the Secretary of State has the same effect as the filing by the Secretary of State of a statement of dissolution under § 4-38-702. (c) When a protected series of a series limited liability company has completed winding up, the company may deliver to the Secretary of State for filing a statement of designation cancellation stating the name of the company and the protected series and that the protected series is terminated. The filing of the statement by the Secretary of State has the same effect as the filing by the Secretary of State of a statement of termination under § 4-38-702. (d) A series limited liability company has not completed its winding up until each of the protected series of the company has completed its winding up. History Acts 2019, No. 665, § 1; 2021, No. 1041, § 18. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 37 Uniform Protected Series ActSubchapter 5 — Dissolution and Winding Up of Protected Series 4-37-503. Effect of reinstatement of series limited liability company or revocation of voluntary dissolution. If a series limited liability company that has been administratively dissolved is reinstated, or a series limited liability company that voluntarily dissolved rescinds its dissolution: (1) each protected series of the company ceases winding up; and (2) section 4-38-202 applies to each protected series of the company in accordance with § 4-37-108. History Acts 2019, No. 665, § 1; 2021, No. 1041, § 19. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 37 Uniform Protected Series ActSubchapter 6 — Entity Transactions Restricted 4-37-601. Definitions. In this subchapter: (1) “After a merger” or “after the merger” means when a merger under § 4-37-604 becomes effective and afterwards. (2) “Before a merger” or “before the merger” means before a merger under § 4-37-604 becomes effective. (3) “Continuing protected series” means a protected series of a surviving company which continues in uninterrupted existence after a merger under § 4-37-604. (4) “Merging company” means a limited liability company that is party to a merger under § 4-37-604. (5) “Non-surviving company” means a merging company that does not continue in existence after a merger under § 4-37-604. (6) “Relocated protected series” means a protected series of a non-surviving company which, after a merger under § 4-37-604, continues in uninterrupted existence as a protected series of the surviving company. (7) “Surviving company” means a merging company that continues in existence after a merger under § 4-37-604. History Acts 2019, No. 665, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 37 Uniform Protected Series ActSubchapter 6 — Entity Transactions Restricted 4-37-602. Protected series may not be party to entity transaction. A protected series may not: (1) be an acquiring, acquired, converting, converted, merging, or surviving entity; (2) participate in a domestication; or (3) be a party to or be formed, organized, established, or created in a transaction substantially like a merger, interest exchange, conversion, or domestication. History Acts 2019, No. 665, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 37 Uniform Protected Series ActSubchapter 6 — Entity Transactions Restricted 4-37-603. Restriction on entity transaction involving protected series. A series limited liability company may not be: (1) an acquiring, acquired, converting, converted, domesticating, or domesticated entity; or (2) except as otherwise provided in § 4-37-604, a party to or the surviving company of a merger. History Acts 2019, No. 665, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 37 Uniform Protected Series ActSubchapter 6 — Entity Transactions Restricted 4-37-604. Merger authorized — Parties restricted. A series limited liability company may be party to a merger in accordance with § 4-38-1021, this section, and § 4-37-605 through 4-37-608 only if: (1) each other party to the merger is a domestic limited liability company; and (2) the surviving company is not created in the merger. History Acts 2019, No. 665, § 1; 2021, No. 1041, § 20. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 37 Uniform Protected Series ActSubchapter 6 — Entity Transactions Restricted 4-37-605. Plan of merger. In a merger under § 4-37-604, the plan of merger must: (1) comply with § 4-38-1021; and (2) state in a record: (A) for any protected series of a non-surviving company, whether after the merger the protected series will be a relocated protected series or be dissolved, wound up, and terminated; (B) for any protected series of the surviving company which exists before the merger, whether after the merger the protected series will be a continuing protected series or be dissolved, wound up, and terminated; (C) for each relocated protected series or continuing protected series: (i) the name of any person that becomes an associated member or protected-series transferee of the protected series after the merger, any consideration to be paid by, on behalf of, or in respect of the person, the name of the payor, and the name of the payee; (ii) the name of any person whose rights or obligations in the person's capacity as an associated member or protected-series transferee will change after the merger; (iii) any consideration to be paid to a person who before the merger was an associated member or protected-series transferee of the protected series and the name of the payor; and (iv) if after the merger the protected series will be a relocated protected series, its new name; (D) for any protected series to be established by the surviving company as a result of the merger: (i) the name of the protected series; (ii) any protected-series transferable interest to be owned by the surviving company when the protected series is established; and (iii) the name of and any protected-series transferable interest owned by any person that will be an associated member of the protected series when the protected series is established; and (E) for any person that is an associated member of a relocated protected series and will remain a member after the merger, any amendment to the operating agreement of the surviving company which: (1) is or is proposed to be in a record; and (2) is necessary or appropriate to state the rights and obligations of the person as a member of the surviving company. History Acts 2019, No. 665, § 1; 2021, No. 1041, § 21. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 37 Uniform Protected Series ActSubchapter 6 — Entity Transactions Restricted 4-37-606. Statement of merger. In a merger under § 4-37-604, the statement of merger must: (1) comply with § 4-38-1025; and (2) include as an attachment the following records, each to become effective when the merger becomes effective: (A) for a protected series of a merging company being terminated as a result of the merger, a statement of termination signed by the company; (B) for a protected series of a non-surviving company which after the merger will be a relocated protected series: (i) a statement of relocation signed by the non-surviving company which contains the name of the company and the name of the protected series before and after the merger; and (ii) a statement of protected series designation signed by the surviving company; and (C) for a protected series being established by the surviving company as a result of the merger, a statement of designation signed by the company. History Acts 2019, No. 665, § 1; 2021, No. 1041, § 22. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 37 Uniform Protected Series ActSubchapter 6 — Entity Transactions Restricted 4-37-607. Effect of merger. When a merger under § 4-37-604 becomes effective, in addition to the effects stated in § 4-38-1026: (1) as provided in the plan of merger, each protected series of each merging company which was established before the merger: (A) is a relocated protected series or continuing protected series; or (B) is dissolved, wound up, and terminated; (2) any protected series to be established as a result of the merger is established; (3) any relocated protected series or continuing protected series is the same person without interruption as it was before the merger; (4) all property of a relocated protected series or continuing protected series continues to be vested in the protected series without transfer, reversion, or impairment; (5) all debts, obligations, and other liabilities of a relocated protected series or continuing protected series continue as debts, obligations, and other liabilities of the protected series; (6) except as otherwise provided by law or the plan of merger, all the rights, privileges, immunities, powers, and purposes of a relocated protected series or continuing protected series remain in the protected series; (7) the new name of a relocated protected series may be substituted for the former name of the protected series in any pending action or proceeding; (8) if provided in the plan of merger: (A) a person becomes an associated member or protected-series transferee of a relocated protected series or continuing protected series; (B) a person becomes an associated member of a protected series established by the surviving company as a result of the merger; (C) any change in the rights or obligations of a person in the person's capacity as an associated member or protected-series transferee of a relocated protected series or continuing protected series take effect; and (D) any consideration to be paid to a person that before the merger was an associated member or protected-series transferee of a relocated protected series or continuing protected series is due; and (9) any person that is a member of a relocated protected series becomes a member of the surviving company, if not already a member. History Acts 2019, No. 665, § 1; 2021, No. 1041, § 23. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 37 Uniform Protected Series ActSubchapter 6 — Entity Transactions Restricted 4-37-608. Application of § 4-37-404 after merger. (a) A creditor's right that existed under § 4-37-404 immediately before a merger under § 4-37-604 may be enforced after the merger in accordance with the following rules: (1) A creditor's right that existed immediately before the merger against the surviving company, a continuing protected series, or a relocated protected series continues without change after the merger. (2) A creditor's right that existed immediately before the merger against a nonsurviving company: (A) may be asserted against an asset of the non-surviving company which vested in the surviving company as a result of the merger; and (B) does not otherwise change. (3) Subject to subsection (b), the following rules apply: (A) In addition to the remedy stated in subdivision (a)(1), a creditor with a right under § 4-37-404 which existed immediately before the merger against a non-surviving company or a relocated protected series may assert the right against: (i) an asset of the surviving company, other than an asset of the non-surviving company which vested in the surviving company as a result of the merger; (ii) an asset of a continuing protected series; or (iii) an asset of a protected series established by the surviving company as a result of the merger; (iv) if the creditor's right was against an asset of the non-surviving company, an asset of a relocated series; or (v) if the creditor's right was against an asset of a relocated protected series, an asset of another relocated protected series. (B) In addition to the remedy stated in subdivision (a)(2), a creditor with a right that existed immediately before the merger against the surviving company or a continuing protected series may assert the right against: (i) an asset of a relocated protected series; or (ii) an asset of a non-surviving company which vested in the surviving company as a result of the merger. (b) For the purposes of subdivision (a)(3) and § 4-37-404(b)(1)(A), § 4-37-404(b)(2)(A), and § 4-37-404(b)(3)(A), the incurrence date is deemed be the date on which the merger becomes effective. (c) A merger under § 4-37-604 does not affect the manner in which § 4-37-404 applies to a liability incurred after the merger. History Acts 2019, No. 665, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 37 Uniform Protected Series ActSubchapter 7 — Foreign Protected Series 4-37-701. Governing law. The law of the jurisdiction of formation of a foreign series limited liability company governs: (1) the internal affairs of a foreign protected series of the company, including: (A) relations among any associated members of the foreign protected series; (B) relations between the foreign protected series and: (i) any associated member; (ii) the protected-series manager; or (iii) any protected-series transferee; (C) relations between any associated member and: (i) the protected-series manager: (ii) any protected-series transferee; (D) the rights and duties of a protected-series manager; (E) governance decisions affecting the activities and affairs of the foreign protected series and the conduct of those activities and affairs; and (F) procedures and conditions for becoming an associated member or protected-series transferee; (2) relations between the foreign protected series and: (A) the company; (B) another foreign protected series of the company; (C) a member of the company which is not an associated member of the foreign protected series; (D) a foreign protected-series manager that is not a protected-series manager of the protected series; (E) a foreign protected-series transferee that is not a foreign protected-series transferee of the protected series; and (F) a transferee of a transferable interest of the company; (3) except as otherwise provided in § 4-37-402 and § 4-37-404, the liability of a person for a debt, obligation, or other liability of a foreign protected series of a foreign series limited liability company if the debt, obligation, or liability is asserted solely by reason of the person being or acting as: (A) an associated member, protected-series transferee, or protected-series manager of the foreign protected series; (B) a member of the company which is not an associated member of the foreign protected series; (C) a protected-series manager of another foreign protected series of the company; (D) a protected-series transferee of another foreign protected series of the company; (E) a manager of the company; or (F) a transferee of a transferable interest of the company; and (4) except as otherwise provided in § 4-37-402 and § 4-37-404: (A) the liability of the foreign series limited liability company for a debt, obligation, or other liability of a foreign protected series of the company if the debt, obligation, or liability is asserted solely by reason of the foreign protected series being a foreign protected series of the company or the company: (i) being or acting as a foreign protected-series manager of the foreign protected series; (ii) having the foreign protected series manage the company; or (iii) owning a protected-series transferable interest of the foreign protected series; and (B) the liability of a foreign protected series for a debt, obligation, or other liability of the company or another foreign protected series of the company if the debt, obligation, or liability is asserted solely by reason of the foreign protected series: (i) being a foreign protected series of the company or having the company or another foreign protected series of the company be or act as foreign protected-series manager of the foreign protected series; or (ii) managing the company or being or acting as a foreign protected-series manager of another foreign protected series of the company. History Acts 2019, No. 665, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 37 Uniform Protected Series ActSubchapter 7 — Foreign Protected Series 4-37-702. No attribution of activities constituting doing business or for establishing jurisdiction. In determining whether a foreign series limited liability company or foreign protected series of the company does business in this state or is subject to the personal jurisdiction of the courts of this state: (1) the activities and affairs of the company are not attributable to a foreign protected series of the company solely by reason of the foreign protected series being a foreign protected series of the company; and (2) the activities and affairs of a foreign protected series are not attributable to the company or another foreign protected series of the company solely by reason of the foreign protected series being a foreign protected series of the company. History Acts 2019, No. 665, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 37 Uniform Protected Series ActSubchapter 7 — Foreign Protected Series 4-37-703. Registration of foreign protected series. (a) Except as otherwise provided in this section and subject to § 4-37-402 and § 4-37-404, the law of this state governing the registration of a foreign limited liability company to do business in this state, including the consequences of not complying with that law, applies to a foreign protected series of a foreign series limited liability company as if the foreign protected series were a foreign limited liability company formed separately from the foreign series limited liability company and distinct from the foreign series limited liability company and any other foreign protected series of the foreign series limited liability company. (b) An application by a foreign protected series of a foreign series limited liability company for registration to do business in this state must include: (1) the name and jurisdiction of formation of the foreign series limited liability company; and (2) if the company has other foreign protected series, the name and street and mailing address of an individual who knows the name and street and mailing address of: (A) each other foreign protected series of the foreign series limited liability company; and (B) the foreign protected-series manager of and agent for service of process for each other foreign protected series of the foreign series limited liability company. (c) The name of a foreign protected series applying for registration or registered to do business in this state must comply with § 4-37-202, § 4-38-902, and § 4-38-903 and may do so using § 4-38-112, if the fictitious name complies with § 4-37-202. (d) The requirement in § 4-38-904 to amend a statement of registration to update information applies to the information required by subsection (b). History Acts 2019, No. 665, § 1; 2021, No. 1041, §§ 24, 25. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 37 Uniform Protected Series ActSubchapter 7 — Foreign Protected Series 4-37-704. Disclosure required when foreign series limited liability company or foreign protected series party to proceeding. (a) Not later than 30 days after becoming a party to a proceeding before a civil, administrative, or other adjudicative tribunal of or located in this state or a tribunal of the United States located in this state: (1) a foreign series limited liability company shall disclose to each other party the name and street and mailing address of: (A) each foreign protected series of the company; and (B) each foreign protected-series manager of and a registered agent for service of process for each foreign protected series of the company; and (2) a foreign protected series of a foreign series limited liability company shall disclose to each other party the name and street and mailing address of: (A) the company and each manager of the company and an agent for service of process for the company; and (B) any other foreign protected series of the company and each foreign protected-series manager of and an agent for service of process for the other foreign protected series. (b) If a foreign series limited liability company or foreign protected series challenges the personal jurisdiction of the tribunal, the requirement that the foreign company or foreign protected series make disclosure under subsection (a) is tolled until the tribunal determines whether it has personal jurisdiction. (c) If a foreign series limited liability company or foreign protected series does not comply with subsection (a), a party to the proceeding may: (1) request the tribunal to treat the noncompliance as a failure to comply with the tribunal's discovery rules; or (2) bring a separate proceeding in the court to enforce subsection (a). History Acts 2019, No. 665, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 37 Uniform Protected Series ActSubchapter 8 — Miscellaneous Provisions 4-37-801. Uniformity of application and construction. 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. History Acts 2019, No. 665, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 37 Uniform Protected Series ActSubchapter 8 — Miscellaneous Provisions 4-37-802. Relation to Electronic Signatures in Global and National Commerce Act. This chapter modifies, limits, or supersedes the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. Section 7001 et seq., but does not modify, limit, or supersede Section 101(c) of that act, 15 U.S.C. Section 7001(c), or authorize electronic delivery of any of the notices described in Section 103(b) of that act, 15 U.S.C. Section 7003(b). History Acts 2019, No. 665, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 37 Uniform Protected Series ActSubchapter 8 — Miscellaneous Provisions 4-37-803. Transitional provisions. (a) Before January 1, 2020, this chapter governs only: (1) a series limited liability company formed, or a protected series established, on or after October 1, 2019; and (2) a limited liability company that is a series limited liability company before October 1, 2019, and elects, in the manner provided in its operating agreement or by law for amending the operating agreement, to be subject to this chapter. (b) If a series limited liability company elects under subdivision (a)(2) to be subject to this chapter: (1) the election applies to each protected series of the company, whenever established; and (2) a manager of the company has the right to sign and deliver to the Secretary of State for filing any record necessary to comply with this chapter, whether the record pertains to the company, a protected series of the company, or both. (c) On and after January 1, 2020, this chapter governs all series limited liability companies and protected series. (d) Until October 1, 2020, § 4-37-402 and § 4-37-404 do not apply to a foreign protected series that was established before October 1, 2019, or a foreign limited liability company that became a foreign series limited liability company before October 1, 2019. History Acts 2019, No. 665, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 37 Uniform Protected Series ActSubchapter 8 — Miscellaneous Provisions 4-37-804. Savings clause. This chapter does not affect an action commenced, proceeding brought, or right accrued before October 1, 2019. History Acts 2019, No. 665, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 37 Uniform Protected Series ActSubchapter 8 — Miscellaneous Provisions 4-37-805. Effective date. This chapter takes effect on October 1, 2019. History Acts 2019, No. 665, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 1 — General Provisions 4-38-101. Short title. This chapter may be cited as the Uniform Limited Liability Company Act. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 1 — General Provisions 4-38-102. Definitions. In this chapter: (1) “Certificate of organization” means the certificate required by § 4-38-201. The term includes the certificate as amended or restated. (2) “Contribution”, except in the phrase “right of contribution”, means property or a benefit described in § 4-38-402 which is provided by a person to a limited liability company to become a member or in the person's capacity as a member. (3) “Debtor in bankruptcy” means a person that is the subject of: (A) an order for relief under Title 11 of the United States Code or a comparable order under a successor statute of general application; or (B) a comparable order under federal, state, or foreign law governing insolvency. (4) “Distribution” means a transfer of money or other property from a limited liability company to a person on account of a transferable interest or in the person's capacity as a member. The term: (A) includes: (i) a redemption or other purchase by a limited liability company of a transferable interest; and (ii) a transfer to a member in return for the member's relinquishment of any right to participate as a member in the management or conduct of the company's activities and affairs or to have access to records or other information concerning the company's activities and affairs; and (B) does not include amounts constituting reasonable compensation for present or past service or payments made in the ordinary course of business under a bona fide retirement plan or other bona fide benefits program. (5) “Foreign limited liability company” means an unincorporated entity formed under the law of a jurisdiction other than this state which would be a limited liability company if formed under the law of this state. (6) “Jurisdiction”, used to refer to a political entity, means the United States, a state, a foreign country, or a political subdivision of a foreign country. (7) “Jurisdiction of formation” means the jurisdiction whose law governs the internal affairs of an entity. (8) “Limited liability company”, except in the phrase “foreign limited liability company” and in § 4-38-1001 et seq., means an entity formed under this chapter or which becomes subject to this chapter under § 4-38-1001 et seq. or § 4-38-110; (9) “Manager” means a person that under the operating agreement of a manager-managed limited liability company is responsible, alone or in concert with others, for performing the management functions stated in § 4-38-407(c). (10) “Manager-managed limited liability company” means a limited liability company that qualifies under § 4-38-407(a). (11) “Member” means a person that: (A) has become a member of a limited liability company under § 4-38-401 or was a member in a company when the company became subject to this chapter under § 4-38-110; and (B) has not dissociated under § 4-38-602. (12) “Member-managed limited liability company” means a limited liability company that is not a manager-managed limited liability company. (13) “Operating agreement” means the agreement, whether or not referred to as an operating agreement and whether oral, implied, in a record, or in any combination thereof, of all the members of a limited liability company, including a sole member, concerning the matters described in § 4-38-105(a). The term includes the agreement as amended or restated. (14) “Organizer” means a person that acts under § 4-38-201 to form a limited liability company. (15) “Person” means an individual, business corporation, nonprofit corporation, partnership, limited partnership, limited liability company, general cooperative association, limited cooperative association, unincorporated nonprofit association, statutory trust, business trust, common-law business trust, estate, trust, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity. (16) (A) “Principal office” means the principal executive office of a limited liability company or foreign limited liability company, whether or not the office is located in this state. (B) If the limited liability company or foreign limited liability company does not have a “principal office” as described under subdivision (16)(A) of this section, the limited liability company or foreign limited liability company may designate the address of the limited liability company's or foreign limited liability company's registered agent as the principal office of the limited liability company or foreign limited liability company. (C) A limited liability company or foreign limited liability company listing the address of its registered agent under subdivision (16)(B) of this section shall provide the Secretary of State with the physical address of a named member or manager. (17) “Property” means all property, whether real, personal, or mixed or tangible or intangible, or any right or interest therein. (18) “Record”, used as a noun, means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. (19) (A) “Registered agent” means an agent of a limited liability company or foreign limited liability company which is authorized to receive service of any process, notice, or demand required or permitted by law to be served on the company. (B) “Registered agent” means a commercial registered agent or a noncommercial registered agent under the Model Registered Agents Act, § 4-20-101 et seq. (20) “Registered foreign limited liability company” means a foreign limited liability company that is registered to do business in this state pursuant to a statement of registration filed by the Secretary of State. (21) “Sign” means, with present intent to authenticate or adopt a record: (A) to execute or adopt a tangible symbol; or (B) to attach to or logically associate with the record an electronic symbol, sound, or process. (22) “State” means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States. (23) “Transfer” includes: (A) an assignment; (B) a conveyance; (C) a sale; (D) a lease; (E) an encumbrance, including a mortgage or security interest; (F) a gift; and (G) a transfer by operation of law. (24) “Transferable interest” means the right, as initially owned by a person in the person's capacity as a member, to receive distributions from a limited liability company, whether or not the person remains a member or continues to own any part of the right. The term applies to any fraction of the interest, by whomever owned. (25) “Transferee” means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a member. The term includes a person that owns a transferable interest under § 4-38-603(a)(3). History Acts 2021, No. 1041, §  26; 2025, No. 650, § 2. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 1 — General Provisions 4-38-103. Knowledge — Notice. (a) A person knows a fact if the person: (1) has actual knowledge of it; or (2) is deemed to know it under subsection (d)(1) or law other than this chapter. (b) A person has notice of a fact if the person: (1) has reason to know the fact from all the facts known to the person at the time in question; or (2) is deemed to have notice of the fact under subsection (d)(2). (c) Subject to § 4-38-210(f), a person notifies another person of a fact by taking steps reasonably required to inform the other person in ordinary course, whether or not those steps cause the other person to know the fact. (d) A person not a member is deemed: (1) to know of a limitation on authority to transfer real property as provided in § 4-38-302(g); and (2) to have notice of a limited liability company's: (A) dissolution 90 days after a statement of dissolution under § 4-38-702(b)(2)(A) becomes effective; (B) termination 90 days after a statement of termination under § 4-38-702(b)(2)(F) becomes effective; and (C) participation in a merger, interest exchange, conversion, or domestication, 90 days after articles of merger, interest exchange, conversion, or domestication under § 4-38-1001 et seq. become effective. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 1 — General Provisions 4-38-104. Governing law. The law of this state governs: (1) the internal affairs of a limited liability company; and (2) the liability of a member as member and a manager as manager for a debt, obligation, or other liability of a limited liability company. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 1 — General Provisions 4-38-105. Operating agreement — Scope, function, and limitations. (a) Except as otherwise provided in subsections (e) and (f), the operating agreement governs the following: (1) relations among the members as members and between the members and the limited liability company; (2) relations between the members and any manager or managers, and the rights and duties under this chapter of a person in the capacity of manager; (3) the activities and affairs of the limited liability company and the conduct of such activities and affairs, including without limitation the requisite votes or consents from members and any managers required under this chapter; and (4) the means and conditions for amending the operating agreement, including without limitation the votes or consents required from members and any managers with respect to any matters under this chapter. (b) Except as provided in subsections (e) and (f), the operating agreement may vary the terms and provisions of this chapter. (c) For purposes of this chapter, activities include without limitation all business and financial matters. (d) To the extent the operating agreement does not provide for a matter described in subsection (a), this chapter governs the matter. (e) An operating agreement may not: (1) vary the law applicable under § 4-38-104; (2) vary a limited liability company's capacity under § 4-38-109 to sue and be sued in its own name; (3) vary any requirement, procedure, or other provision of this chapter pertaining to: (A) registered agents under the Model Registered Agents Act, § 4-20-101 et seq.; or (B) the Secretary of State, including provisions pertaining to records authorized or required to be delivered to the Secretary of State for filing under this chapter; (4) vary the provisions of § 4-38-204; (5) alter or eliminate the duty of loyalty or the duty of care, except as otherwise provided in subsection (f); (6) eliminate the contractual obligation of good faith and fair dealing under § 4-38-409(d), but the operating agreement may prescribe the standards, if not manifestly unreasonable, by which the performance of the obligation is to be measured; (7) relieve or exonerate a person from liability for conduct involving bad faith, willful or intentional misconduct, or knowing violation of law; (8) unreasonably restrict the duties and rights under § 4-38-410, but the operating agreement may impose reasonable restrictions on the availability and use of information obtained under that section and may define appropriate remedies, including liquidated damages, for a breach of any reasonable restriction on use; (9) vary the causes of dissolution specified in § 4-38-701(a)(4); (10) vary the requirement to wind up the company's activities and affairs as specified in § 4-38-702(a), (b)(1), and (e); (11) unreasonably restrict the right of a member to maintain an action under § 4-38-801 et seq.; (12) vary the provisions of § 4-38-805, but the operating agreement may provide that the company may not have a special litigation committee; (13) vary the right of a member to approve a merger, interest exchange, conversion, or domestication under § 4-38-1023(a)(2), § 4-38-1033(a)(2), § 4-38-1043(a)(2), or § 4-38-1053(a)(2); (14) vary the required contents of a plan of merger under § 4-38-1022(a), plan of interest exchange under § 4-38-1032(a), plan of conversion under § 4-38-1042(a), or plan of domestication under § 4-38-1052(a); or (15) except as otherwise provided in § 4-38-106 and § 4-38-107(b), restrict the rights under this chapter of a person other than a member or manager. (f) Subject to subsection (e)(7), without limiting other terms that may be included in an operating agreement, the following rules apply: (1) The operating agreement may: (A) specify the method by which a specific act or transaction that would otherwise violate the duty of loyalty may be authorized or ratified by one or more disinterested and independent persons after full disclosure of all material facts; and (B) alter the prohibition in § 4-38-405(a)(2) so that the prohibition requires only that the company's total assets not be less than the sum of its total liabilities. (2) To the extent the operating agreement of a member-managed limited liability company expressly relieves a member of a responsibility that the member otherwise would have under this chapter and imposes the responsibility on one or more other members, the agreement also may eliminate or limit any fiduciary duty of the member relieved of the responsibility which would have pertained to the responsibility. (3) If not manifestly unreasonable, the operating agreement may: (A) alter or eliminate the aspects of the duty of loyalty stated in § 4-38-409(b) and (i); (B) identify specific types or categories of activities that do not violate the duty of loyalty; (C) alter the duty of care, but may not authorize conduct involving bad faith, willful or intentional misconduct, or knowing violation of law; and (D) alter or eliminate any other fiduciary duty. (g) The court shall decide as a matter of law whether a term of an operating agreement is manifestly unreasonable under subsection (e)(6) or (f)(3). The court: (1) shall make its determination as of the time the challenged term became part of the operating agreement and by considering only circumstances existing at that time; and (2) may invalidate the term only if, in light of the purposes, activities, and affairs of the limited liability company, it is readily apparent that: (A) the objective of the term is unreasonable; or (B) the term is an unreasonable means to achieve the term's objective. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 1 — General Provisions 4-38-106. Operating agreement — Effect on limited liability company and person becoming member — Preformation agreements. (a) A limited liability company is bound by and may enforce the operating agreement, whether or not the company has itself manifested assent to the operating agreement. (b) A person that becomes a member is deemed to assent to the operating agreement. (c) Two or more persons intending to become the initial members of a limited liability company may make an agreement providing that upon the formation of the company the agreement will become the operating agreement. One person intending to become the initial member of a limited liability company may assent to terms providing that upon the formation of the company the terms will become the operating agreement. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 1 — General Provisions 4-38-107. Operating agreement — Effect on third parties and relationship to records effective on behalf of limited liability company. (a) An operating agreement may specify that its amendment requires the approval of a person that is not a party to the agreement or the satisfaction of a condition. An amendment is ineffective if its adoption does not include the required approval or satisfy the specified condition. (b) The obligations of a limited liability company and its members to a person in the person's capacity as a transferee or a person dissociated as a member are governed by the operating agreement. Subject only to a court order issued under § 4-38-503(b)(2) [repealed] to effectuate a charging order, an amendment to the operating agreement made after a person becomes a transferee or is dissociated as a member: (1) is effective with regard to any debt, obligation, or other liability of the limited liability company or its members to the person in the person's capacity as a transferee or person dissociated as a member; and (2) is not effective to the extent the amendment imposes a new debt, obligation, or other liability on the transferee or person dissociated as a member. (c) If a record delivered by a limited liability company to the Secretary of State for filing becomes effective and contains a provision that would be ineffective under § 4-38-105(e) or § 4-38-105(f)(3) if contained in the operating agreement, the provision is ineffective in the record. (d) Subject to subsection (c), if a record delivered by a limited liability company to the Secretary of State for filing becomes effective and conflicts with a provision of the operating agreement: (1) the agreement prevails as to members, persons dissociated as members, transferees, and managers; and (2) the record prevails as to other persons to the extent they reasonably rely on the record. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 1 — General Provisions 4-38-108. Nature, purpose, and duration of limited liability company. (a) A limited liability company is an entity distinct from its member or members. (b) A limited liability company may have any lawful purpose, regardless of whether for profit. (c) A limited liability company has perpetual duration. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 1 — General Provisions 4-38-109. Powers. A limited liability company has the capacity to sue and be sued in its own name and the power to do all things necessary or convenient to carry on its activities and affairs. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 1 — General Provisions 4-38-110. Application to existing relationships. (a) This chapter governs: (1) a limited liability company formed or registered to do business on or after September 1, 2021; and (2) a limited liability company formed or registered to do business before September 1, 2021, by operation of law. (b) Except as otherwise provided in subsection (c), on and after September 1, 2021, this chapter governs all limited liability companies. (c) For purposes of applying this chapter to a limited liability company formed or registered to do business before September 1, 2021: (1) the company's articles of organization are deemed to be the company's certificate of organization; and (2) for purposes of applying § 4-38-102(10) and subject to § 4-38-107(d), language in the company's articles of organization designating the company's management structure operates as if that language were in the operating agreement. History Acts 2021, No. 1041, §  26; 2021 (2nd Ex. Sess.), No. 7, § 2; 2021 (2nd Ex. Sess.), No. 12, § 2. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 1 — General Provisions 4-38-111. Supplemental principles of law. Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 1 — General Provisions 4-38-112. Permitted names. (a) The name of a limited liability company must contain the phrase “limited liability company” or “limited company” or the abbreviation “L.L.C.”, “LLC”, “L.C.”, or “LC”. “Limited” may be abbreviated as “Ltd.”, and “company” may be abbreviated as “Co.”. (b) Except as otherwise provided in subsection (e), the name of a limited liability company, and the name under which a foreign limited liability company may register to do business in this state, must be distinguishable on the records of the Secretary of State from any: (1) name of an existing person whose formation required the filing of a record by the Secretary of State and which is not at the time administratively dissolved; (2) name of a limited liability partnership whose statement of qualification is in effect; (3) name under which a person is registered to do business in this state by the filing of a record by the Secretary of State; (4) name reserved under § 4-38-113 or other law of this state providing for the reservation of a name by the filing of a record by the Secretary of State; (5) name registered under § 4-38-114 or other law of this state providing for the registration of a name by the filing of a record by the Secretary of State; and (6) name registered under § 4-26-405, § 4-27-404, § 4-38-122, and § 4-42-707. (c) In determining whether or not a limited liability company name is distinguishable under subsection (b) of this section, a limited liability company name that is different from the name of another entity or filing is distinguishable unless the only difference is one (1) or more of the following: (1) a suffix; (2) a definite or indefinite article; (3) the word “and” and the symbol “&”; (4) the singular, plural, or possessive form of a word; or (5) a punctuation mark or a symbol. (d) If a person consents in a record to the use of its name and submits an undertaking in a form satisfactory to the Secretary of State to change its name to a name that is distinguishable on the records of the Secretary of State from any name in any category of names in subsection (b), the name of the consenting person may be used by the person to which the consent was given. (e) Except as otherwise provided in subsection (f), in determining whether a name is the same as or not distinguishable on the records of the Secretary of State from the name of another person, words, phrases, or abbreviations indicating a type of person, such as “corporation”, “corp.”, “incorporated”, “Inc.”, “professional corporation”, “P.C.”, “PC”, “professional association”, “P.A.”, “PA”, “Limited”, “Ltd.”, “limited partnership”, “L.P.”, “LP”, “limited liability partnership”, “L.L.P.”, “LLP”, “registered limited liability partnership”, “R.L.L.P.”, “RLLP”, “limited liability limited partnership”, “L.L.L.P.”, “LLLP”, “registered limited liability limited partnership”, “R.L.L.L.P.”, “RLLLP”, “limited liability company”, “L.L.C.”, “LLC”, “limited cooperative association”, “limited cooperative”, or “L.C.A.”, or “LCA” may not be taken into account. (f) A person may consent in a record that is satisfactory to the Secretary of State to the use of a name that is not distinguishable on the records of the Secretary of State from its name except for the addition of a word, phrase, or abbreviation indicating the type of person as provided in subsection (e). In such a case, the person need not change its name pursuant to subsection (d). (g) The name of a limited liability company or foreign limited liability company may not contain the name of any person who is not a member, except that the name of a former member or member of a predecessor organization may continue to be included in the name. (h) A limited liability company or foreign limited liability company may use a name that is not distinguishable from a name described in subsections (b)(1) through (6) if the company delivers to the Secretary of State a certified copy of a final judgment of a court of competent jurisdiction establishing the right of the company to use the name in this state. History Acts 2021, No. 1041, §  26; 2023, No. 256, § 8. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 1 — General Provisions 4-38-113. Reservation of name. (a) A person may reserve the exclusive use of a name that complies with § 4-38-112 by delivering an application to the Secretary of State for filing. The application must state the name and address of the applicant and the name to be reserved. If the Secretary of State finds that the name is available, the Secretary of State shall reserve the name for the applicant's exclusive use for 120 days. (b) The owner of a reserved name may transfer the reservation to another person by delivering to the Secretary of State a signed notice in a record of the transfer which states the name and address of the person to which the reservation is being transferred. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 1 — General Provisions 4-38-114. Registration of name. (a) A foreign limited liability company not registered to do business in this state under § 4-38-901 et seq. may register its name, or an alternate name adopted pursuant to § 4-38-906, if the name is distinguishable on the records of the Secretary of State from the names that are not available under § 4-38-112. (b) To register its name or an alternate name adopted pursuant to § 4-38-906, a foreign limited liability company must deliver to the Secretary of State for filing an application stating the company's name, the jurisdiction and date of its formation, and any alternate name adopted pursuant to § 4-38-906. If the Secretary of State finds that the name applied for is available, the Secretary of State shall register the name for the applicant's exclusive use. (c) The registration of a name under this section is effective for one year after the date of registration. (d) A foreign limited liability company whose name registration is effective may renew the registration for successive one-year periods by delivering, not earlier than three months before the expiration of the registration, to the Secretary of State for filing a renewal application that complies with this section. When filed, the renewal application renews the registration for a succeeding one-year period. (e) A foreign limited liability company whose name registration is effective may register as a foreign limited liability company under the registered name or consent in a signed record to the use of that name by another person that is not an individual. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 1 — General Provisions 4-38-115. Registered agent. (a) Each limited liability company and each registered foreign limited liability company shall designate and maintain a registered agent in this state in compliance with the Model Registered Agents Act, § 4-20-101 et seq. (b) The designation of a registered agent is an affirmation of fact by the limited liability company or registered foreign limited liability company that the agent has consented to serve. (c) A registered agent for a limited liability company or registered foreign limited liability company must have a place of business in this state. (d) The only duties under this chapter of a registered agent that has complied with this chapter are as described in § 4-20-114. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 1 — General Provisions 4-38-116. Change of registered agent or address for registered agent by limited liability company. (a) A limited liability company or registered foreign limited liability company may change its registered agent or the address of its registered agent as provided under § 4-20-108. (b) Any change by a noncommercial registered agent shall comply with § 4-20-109. (c) Any change by a commercial registered agent shall comply with § 4-20-110. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 1 — General Provisions 4-38-117. Resignation of registered agent. (a) A registered agent may resign as an agent for a limited liability company or registered foreign limited liability company as directed under § 4-20-111. (b) A statement of resignation takes effect on the earlier of: (1) the 31st day after the day on which it is filed by the Secretary of State; or (2) the designation of a new registered agent for the limited liability company or registered foreign limited liability company. (c) A registered agent promptly shall furnish to the limited liability company or registered foreign limited liability company notice in a record of the date on which a statement of resignation was filed. (d) When a statement of resignation takes effect, the registered agent ceases to have responsibility under this chapter for any matter thereafter tendered to it as agent for the limited liability company or registered foreign limited liability company. The resignation does not affect any contractual rights the company or foreign company has against the agent or that the agent has against the company or foreign company. (e) A registered agent may resign with respect to a limited liability company or registered foreign limited liability company whether or not the company or foreign company is in good standing. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 1 — General Provisions 4-38-118. Change of name or address by a registered agent. (a) If a noncommercial registered agent changes its name, its address as currently in effect with respect to a represented entity pursuant to § 4-20-105(a), the agent shall file with the Secretary of State, with respect to each entity represented by the agent, a statement of change signed by or on behalf of the agent which states: (1) the name of the entity; (2) the name and address of the agent as currently in effect with respect to the entity; (3) if the name of the agent has changed, its new name; and (4) if the address of the agent has changed, its new address. (b) If a commercial registered agent changes its name, its address as currently listed under § 4-20-106(a), or its type or jurisdiction of organization, the agent shall file with the Secretary of State a statement of change signed by or on behalf of the agent which states: (1) the name of the agent as currently listed under § 4-20-106(a); (2) if the name of the agent has changed, its new name; (3) if the address of the agent has changed, the new address; and (4) if the type or jurisdiction of organization of the agent has changed, the new type or jurisdiction of organization. (c) The filing of a statement of change under subsection (b) is effective to change the information regarding the commercial registered agent with respect to each entity represented by the agent. (d) A statement of change filed under this section takes effect on filing. (e) A commercial registered agent shall promptly furnish each entity represented by it with notice in a record of the filing of a statement of change relating to the name or address of the agent and the changes made by the filing. (f) If a commercial registered agent changes its address without filing a statement of change as required by this section, the Secretary of State may cancel the listing of the agent under § 4-20-106. A cancellation under this subsection has the same effect as a termination under § 4-20-107. Promptly after canceling the listing of an agent, the Secretary of State shall serve notice in a record in the manner provided in § 4-20-113(b) or (c) on: (1) each entity represented by the agent, stating that the agent has ceased to be an agent for service of process on the entity and that, until the entity appoints a new registered agent, service of process may be made on the entity as provided in § 4-20-113; and (2) the agent, stating that the listing of the agent has been cancelled under this section. (g) The Secretary of State shall note the filing of the commercial registered agent change statement in the index of filings maintained by the Secretary of State for each entity represented by the registered agent at the time of the filing. (h) A noncommercial registered agent shall promptly furnish the represented entity with notice in a record of the filing of a statement of change and the changes made by the filing. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 1 — General Provisions 4-38-119. Service of process, notice, or demand. (a) A limited liability company or registered foreign limited liability company may be served with any process, notice, or demand required or permitted by law by serving its registered agent. (b) If a limited liability company or registered foreign limited liability company ceases to have a registered agent, or if its registered agent cannot with reasonable diligence be served, the company or foreign company may be served by registered or certified mail, return receipt requested, or by similar commercial delivery service, addressed to the company or foreign company at its principal office. The address of the principal office must be as shown on the company's or foreign company's most recent annual report filed with the Secretary of State. Service is effected under this subsection on the earliest of: (1) the date the company or foreign company receives the mail or delivery by the commercial delivery service; (2) the date shown on the return receipt, if signed by the company or foreign company; or (3) five days after its deposit with the United States Postal Service, or with the commercial delivery service, if correctly addressed and with sufficient postage or payment. (c) If process, notice, or demand cannot be served on a limited liability company or registered foreign limited liability company pursuant to subsection (a) or (b), service may be made by handing a copy to the individual in charge of any regular place of business or activity of the company or foreign company if the individual served is not a plaintiff in the action. (d) Service of process, notice, or demand on a registered agent must be in a written record. (e) Service of process, notice, or demand may be made by other means under law other than this chapter. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 1 — General Provisions 4-38-120. Delivery of record. (a) Except as otherwise provided in this chapter, permissible means of delivery of a record include delivery by hand, mail, conventional commercial practice, and electronic transmission. (b) Delivery to the Secretary of State is effective only when a record is received by the Secretary of State. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 1 — General Provisions 4-38-121. Reservation of power to amend or repeal. The General Assembly has power to amend or repeal all or part of this chapter at any time, and all limited liability companies and foreign limited liability companies subject to this chapter are governed by the amendment or repeal. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 1 — General Provisions 4-38-122. Use of fictitious names. (a) A limited liability company, domestic or foreign, shall not conduct any business in this state under a fictitious name unless it first files with the Secretary of State a form supplied or approved by the Secretary of State giving the following information: (1) the fictitious name under which business is being or will be conducted by the applicant limited liability company; (2) a brief statement of the character of business to be conducted under the fictitious name; and (3) the name of the limited liability company, the state of organization, and location, giving the city and street address, of the registered office in the state of the applicant limited liability company. (b) (1) Each form shall be executed, without verification, in duplicate and filed with the Secretary of State. (2) The Secretary of State shall retain one counterpart of the form described in subsection (a) and the other counterpart, bearing the file marks of the Secretary of State, shall be returned to the limited liability company. (c) The Secretary of State shall not accept a filing if the proposed fictitious name is not distinguishable under § 4-38-112 from the name of any domestic corporation, limited liability company, limited partnership, limited liability partnership or any other entity registered with the Secretary of State, or any foreign entity authorized to do business in the state or any name reserved or registered under §§ 4-27-402, 4-27-403, 4-38-113, or 4-47-109. (d) Copies of the filed forms, certified by the respective filing officers, shall be admitted in evidence where the question of filing may be material. (e) (1) If, after a filing under this section, the applicant limited liability company is dissolved, or, being a foreign limited liability company, surrenders or forfeits its rights to do business in Arkansas or, whether a domestic or foreign limited liability company, ceases to do business in Arkansas under the specified fictitious name, the limited liability company shall be obligated to file with the Secretary of State a cancellation of its privilege hereunder. (2) If the cancellation is not filed, the Secretary of State, upon satisfactory evidence, may cancel the privilege. (f) If a limited liability company that has not filed under this section, but has or shall become a party to any contract, deed, conveyance, assignment, or instrument of encumbrance in which the limited liability company is referred to exclusively by a fictitious name, the obligations imposed upon the limited liability company under the instrument and the right sought to be conferred upon third parties thereunder may be enforced against it, but the rights accruing to the limited liability company under the instrument shall not be enforced by the limited liability company in the courts of this state until it complies with this section and pays to the Treasurer of State a civil penalty of three hundred dollars, and in any suit by a limited liability company upon an instrument which identified it exclusively by a fictitious name, the limited liability company shall be required to allege compliance with this section. (g) Compliance with this section does not give a limited liability company an exclusive right to the use of the fictitious name, and the registration of a fictitious name under this section will not bar the use of the same name as the name of any domestic entity or any foreign entity authorized to do business in this state, but this chapter is not intended to bar any aggrieved party in such a situation from applying for equitable relief under principles of fair trade law. History Acts 2021, No. 1041, §  26; 2023, No. 256, § 9. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 2 — Formation; Certificate of Organization and Other Filings 4-38-201. Formation of limited liability company; Certificate of organization. (a) One or more persons may act as organizers to form a limited liability company by delivering to the Secretary of State for filing a certificate of organization. (b) A certificate of organization must state: (1) the name of the limited liability company, which must comply with § 4-38-112; (2) the street and mailing addresses of the company's principal office; and (3) the information required by § 4-20-105(a). (c) A certificate of organization may contain statements as to matters other than those required by subsection (b), but may not vary or otherwise affect the provisions specified in § 4-38-105(e) and (f) in a manner inconsistent with that section. However, a statement in a certificate of organization is not effective as a statement of authority. (d) A limited liability company is formed when the certificate of organization becomes effective and at least one person has become a member or manager. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 2 — Formation; Certificate of Organization and Other Filings 4-38-202. Amendment or restatement of certificate of organization. (a) A certificate of organization may be amended or restated at any time. (b) To amend its certificate of organization, a limited liability company must deliver to the Secretary of State for filing an amendment stating: (1) the name of the company; (2) the date of filing of its initial certificate; and (3) the text of the amendment. (c) To restate its certificate of organization, a limited liability company must deliver to the Secretary of State for filing a restatement, designated as such in its heading. (d) If a member of a member-managed limited liability company, or a manager of a manager-managed limited liability company, knows that any information in a filed certificate of organization was inaccurate when the certificate was filed or has become inaccurate due to changed circumstances, the member or manager shall promptly: (1) cause the certificate to be amended; or (2) if appropriate, deliver to the Secretary of State for filing a statement of change under § 4-38-116 or a statement of correction under § 4-38-209. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 2 — Formation; Certificate of Organization and Other Filings 4-38-203. Signing of records to be delivered for filing to Secretary of State. (a) A record delivered to the Secretary of State for filing pursuant to this chapter must be signed as follows: (1) Except as otherwise provided in paragraphs (2) and (3), a record signed by a limited liability company must be signed by a person authorized by the company. (2) A company's initial certificate of organization must be signed by at least one person acting as an organizer. (3) A record delivered on behalf of a dissolved company that has no member must be signed by the person winding up the company's activities and affairs under § 4-38-702(c) or a person appointed under § 4-38-702(d) to wind up the activities and affairs. (4) A statement of denial by a person under § 4-38-303 must be signed by that person. (5) Any other record delivered on behalf of a person to the Secretary of State for filing must be signed by that person. (b) A record delivered for filing under this chapter may be signed by an agent. Whenever this chapter requires a particular individual to sign a record and the individual is deceased or incompetent, the record may be signed by a legal representative of the individual. (c) A person that signs a record as an agent or legal representative affirms as a fact that the person is authorized to sign the record. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 2 — Formation; Certificate of Organization and Other Filings 4-38-204. Signing and filing pursuant to judicial order. (a) If a person required by this chapter to sign a record or deliver a record to the Secretary of State for filing under this chapter does not do so, any other person that is aggrieved may petition the circuit court to order: (1) the person to sign the record; (2) the person to deliver the record to the Secretary of State for filing; or (3) the Secretary of State to file the record unsigned. (b) If a petitioner under subsection (a) is not the limited liability company or foreign limited liability company to which the record pertains, the petitioner shall make the company or foreign company a party to the action. (c) A record filed under subsection (a)(3) is effective without being signed. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 2 — Formation; Certificate of Organization and Other Filings 4-38-205. Liability for inaccurate information in filed record. (a) If a record delivered to the Secretary of State for filing under this chapter and filed by the Secretary of State contains inaccurate information, a person that suffers loss by reliance on the information may recover damages for the loss from: (1) a person that signed the record, or caused another to sign it on the person's behalf, and knew the information to be inaccurate at the time the record was signed; and (2) subject to subsection (b), a member of a member-managed limited liability company or a manager of a manager-managed limited liability company if: (A) the record was delivered for filing on behalf of the company; and (B) the member or manager knew or had notice of the inaccuracy for a reasonably sufficient time before the information was relied upon so that, before the reliance, the member or manager reasonably could have: (i) effected an amendment under § 4-38-202; (ii) filed a petition under § 4-38-204; or (iii) delivered to the Secretary of State for filing a statement of change under § 4-38-116 or a statement of correction under § 4-38-209. (b) To the extent the operating agreement of a member-managed limited liability company expressly relieves a member of responsibility for maintaining the accuracy of information contained in records delivered on behalf of the company to the Secretary of State for filing under this chapter and imposes that responsibility on one or more other members, the liability stated in subsection (a)(2) applies to those other members and not to the member that the operating agreement relieves of the responsibility. (c) An individual who signs a record authorized or required to be filed under this chapter affirms under penalty of perjury that the information stated in the record is accurate. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 2 — Formation; Certificate of Organization and Other Filings 4-38-206. Filing requirements. (a) To be filed by the Secretary of State pursuant to this chapter, a record must be received by the Secretary of State, comply with this chapter, and satisfy the following: (1) The filing of the record must be required or permitted by this chapter. (2) The record must be physically delivered in written form unless and to the extent the Secretary of State permits electronic delivery of records. (3) The words in the record must be in English, and numbers must be in Arabic or Roman numerals, but the name of an entity need not be in English if written in English letters or Arabic or Roman numerals. (4) The record must be signed by a person authorized or required under this chapter to sign the record. (5) The record must state the name and capacity, if any, of each individual who signed it, either on behalf of the individual or the person authorized or required to sign the record, but need not contain a seal, attestation, acknowledgment, or verification. (b) If law other than this chapter prohibits the disclosure by the Secretary of State of information contained in a record delivered to the Secretary of State for filing, the Secretary of State shall file the record if the record otherwise complies with this chapter but may redact the information. (c) When a record is delivered to the Secretary of State for filing, any fee required under this chapter and any fee, tax, interest, or penalty required to be paid under this chapter or law other than this chapter must be paid in a manner permitted by the Secretary of State or by that law. (d) The Secretary of State may require that a record delivered in written form be accompanied by an identical or conformed copy. (e) The Secretary of State may provide forms for filings required or permitted to be made by this chapter, but, except as otherwise provided in subsection (f), their use is not required. (f) The Secretary of State may require that a cover sheet for a filing be on a form prescribed by the Secretary of State. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 2 — Formation; Certificate of Organization and Other Filings 4-38-207. Effective date and time. Except as otherwise provided in § 4-38-208 and subject to § 4-38-209(d), a record filed under this chapter is effective: (1) on the date and at the time of its filing by the Secretary of State, as provided in § 4-38-210(b); (2) on the date of filing and at the time specified in the record as its effective time, if later than the time under paragraph (1); (3) at a specified delayed effective date and time, which may not be more than 90 days after the date of filing; or (4) if a delayed effective date is specified, but no time is specified, at 12:01 a.m. on the date specified, which may not be more than 90 days after the date of filing. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 2 — Formation; Certificate of Organization and Other Filings 4-38-208. Withdrawal of filed record before effectiveness. (a) Except as otherwise provided in §§ 4-38-1024, 4-38-1034, 4-38-1044, and 4-38-1054, a record delivered to the Secretary of State for filing may be withdrawn before it takes effect by delivering to the Secretary of State for filing a statement of withdrawal. (b) A statement of withdrawal must: (1) be signed by each person that signed the record being withdrawn, except as otherwise agreed by those persons; (2) identify the record to be withdrawn; and (3) if signed by fewer than all the persons that signed the record being withdrawn, state that the record is withdrawn in accordance with the agreement of all the persons that signed the record. (c) On filing by the Secretary of State of a statement of withdrawal, the action or transaction evidenced by the original record does not take effect. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 2 — Formation; Certificate of Organization and Other Filings 4-38-209. Correcting filed record. (a) A person on whose behalf a filed record was delivered to the Secretary of State for filing may correct the record if: (1) the record at the time of filing was inaccurate; (2) the record was defectively signed; or (3) the electronic transmission of the record to the Secretary of State was defective. (b) To correct a filed record, a person on whose behalf the record was delivered to the Secretary of State must deliver to the Secretary of State for filing a statement of correction. (c) A statement of correction: (1) may not state a delayed effective date; (2) must be signed by the person correcting the filed record; (3) must identify the filed record to be corrected; (4) must specify the inaccuracy or defect to be corrected; (5) must correct the inaccuracy or defect; and (6) may not correct original certificate of organization. (d) A statement of correction is effective as of the effective date of the filed record that it corrects except for purposes of § 4-38-103(d) and as to persons relying on the uncorrected filed record and adversely affected by the correction. For those purposes and as to those persons, the statement of correction is effective when filed. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 2 — Formation; Certificate of Organization and Other Filings 4-38-210. Duty of Secretary of State to file — Review of refusal to file — Delivery of record by Secretary of State. (a) The Secretary of State shall file a record delivered to the Secretary of State for filing which satisfies this chapter. The duty of the Secretary of State under this section is ministerial. (b) When the Secretary of State files a record, the Secretary of State shall record it as filed on the date and at the time of its delivery. After filing a record, the Secretary of State shall deliver to the person that submitted the record a copy of the record with an acknowledgment of the date and time of filing and, in the case of a statement of denial, also to the limited liability company to which the statement pertains. (c) If the Secretary of State refuses to file a record, the Secretary of State shall, not later than 15 business days after the record is delivered: (1) return the record or notify the person that submitted the record of the refusal; and (2) provide a brief explanation in a record of the reason for the refusal. (d) If the Secretary of State refuses to file a record, the person that submitted the record may petition the circuit court to compel filing of the record. The record and the explanation of the Secretary of State of the refusal to file must be attached to the petition. The court may decide the matter in a summary proceeding. (e) The filing of or refusal to file a record does not: (1) affect the validity or invalidity of the record in whole or in part; or (2) create a presumption that the information contained in the record is correct or incorrect. (f) Except as otherwise provided by §  4-38-119 or by law other than this chapter, the Secretary of State may deliver any record to a person by delivering it: (1) in person to the person that submitted it; (2) to the address of the person's registered agent; (3) to the principal office of the person; or (4) to another address the person provides to the Secretary of State for delivery. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 2 — Formation; Certificate of Organization and Other Filings 4-38-211. Certificate of good standing or registration. (a) On request of any person, the Secretary of State shall issue a certificate of good standing for a limited liability company or a certificate of registration for a registered foreign limited liability company. (b) A certificate under subsection (a) must state: (1) the limited liability company's name or the registered foreign limited liability company's name used in this state; (2) in the case of a limited liability company: (A) that a certificate of organization has been filed and has taken effect; (B) the date the certificate became effective; (C) the period of the company's duration if the records of the Secretary of State reflect that its period of duration is less than perpetual; and (D) that: (i) no statement of dissolution, statement of administrative dissolution, or statement of termination has been filed; (ii) the records of the Secretary of State do not otherwise reflect that the company has been dissolved or terminated; and (iii) a proceeding is not pending under § 4-38-708; (3) in the case of a registered foreign limited liability company, that it is registered to do business in this state; (4) that all fees, taxes, interest, and penalties owed to this state by the limited liability company or foreign limited liability company and collected through the Secretary of State have been paid, if: (A) payment is reflected in the records of the Secretary of State; and (B) nonpayment affects the good standing or registration of the company or foreign company; (5) that the most recent annual report required by § 4-38-212 has been delivered to the Secretary of State for filing; and (6) other facts reflected in the records of the Secretary of State pertaining to the limited liability company or foreign limited liability company which the person requesting the certificate reasonably requests. (c) Subject to any qualification stated in the certificate, a certificate issued by the Secretary of State under subsection (a) may be relied on as conclusive evidence of the facts stated in the certificate. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 2 — Formation; Certificate of Organization and Other Filings 4-38-212. Annual report for Secretary of State. (a) A limited liability company or registered foreign limited liability company shall deliver to the Secretary of State for filing an annual report that states: (1) the name of the company or foreign company; (2) the name and street and mailing addresses of its registered agent in this state; (3) the street and mailing addresses of its principal office; (4) if the company is member managed, the name of at least one member; (5) if the company is manager managed, the name of at least one manager; and (6) in the case of a foreign company, its jurisdiction of formation and any alternate name adopted under § 4-38-906(a). (b) Information in the annual report must be current as of the date the report is signed by the limited liability company or registered foreign limited liability company. (c) The first annual report must be delivered to the Secretary of State for filing after January 1 and before April 1 of the year following the calendar year in which the limited liability company's certificate of organization became effective or the registered foreign limited liability company registered to do business in this state. Subsequent annual reports must be delivered to the Secretary of State for filing after January 1 and before April 1 of each calendar year thereafter. (d) If an annual report does not contain the information required by this section, the Secretary of State promptly shall notify the reporting limited liability company or registered foreign limited liability company in a record and return the report for correction. (e) If an annual report contains the name or address of a registered agent which differs from the information shown in the records of the Secretary of State immediately before the report becomes effective, the differing information in the report is considered a statement of change under § 4-38-116. (f) A limited liability company has satisfied the annual report requirements under this section if the requirements under the Arkansas Corporate Franchise Tax Act of 1979, § 26-54-101 et seq., have been met. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 3 — Relations of Members and Managers to Persons Dealing with Limited Liability Company 4-38-301. No agency power of member as member. (a) A member is not an agent of a limited liability company solely by reason of being a member. (b) A person's status as a member does not prevent or restrict law other than this chapter from imposing liability on a limited liability company because of the person's conduct. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 3 — Relations of Members and Managers to Persons Dealing with Limited Liability Company 4-38-302. Statement of limited liability company authority. (a) A limited liability company may deliver to the Secretary of State for filing a statement of authority. The statement: (1) must include the name of the company and the name and street and mailing addresses of its registered agent; (2) with respect to any position that exists in or with respect to the company, may state the authority, or limitations on the authority, of all persons holding the position to: (A) sign an instrument transferring real property held in the name of the company; or (B) enter into other transactions on behalf of, or otherwise act for or bind, the company; and (3) may state the authority, or limitations on the authority, of a specific person to: (A) sign an instrument transferring real property held in the name of the company; or (B) enter into other transactions on behalf of, or otherwise act for or bind, the company. (b) To amend or cancel a statement of authority filed by the Secretary of State, a limited liability company must deliver to the Secretary of State for filing an amendment or cancellation stating: (1) the name of the company; (2) the name and street and mailing addresses of the company's registered agent; (3) the date the statement being affected became effective; and (4) the contents of the amendment or a declaration that the statement is canceled. (c) A statement of authority affects only the power of a person to bind a limited liability company to persons that are not members. (d) Subject to subsection (c) and § 4-38-103(d), and except as otherwise provided in subsections (f), (g), and (h), a limitation on the authority of a person or a position contained in an effective statement of authority is not by itself evidence of any person's knowledge or notice of the limitation. (e) Subject to subsection (c), a grant of authority not pertaining to transfers of real property and contained in an effective statement of authority is conclusive in favor of a person that gives value in reliance on the grant, except to the extent that when the person gives value: (1) the person has knowledge to the contrary; (2) the statement has been canceled or restrictively amended under subsection (b); or (3) a limitation on the grant is contained in another statement of authority that became effective after the statement containing the grant became effective. (f) Subject to subsection (c), an effective statement of authority that grants authority to transfer real property held in the name of the limited liability company, a certified copy of which statement is recorded in the office for recording transfers of the real property, is conclusive in favor of a person that gives value in reliance on the grant without knowledge to the contrary, except to the extent that when the person gives value: (1) the statement has been canceled or restrictively amended under subsection (b), and a certified copy of the cancellation or restrictive amendment has been recorded in the office for recording transfers of the real property; or (2) a limitation on the grant is contained in another statement of authority that became effective after the statement containing the grant became effective, and a certified copy of the later-effective statement is recorded in the office for recording transfers of the real property. (g) Subject to subsection (c), if a certified copy of an effective statement containing a limitation on the authority to transfer real property held in the name of a limited liability company is recorded in the office for recording transfers of that real property, all persons are deemed to know of the limitation. (h) Subject to subsection (i), an effective statement of dissolution or termination is a cancellation of any filed statement of authority for the purposes of subsection (f) and is a limitation on authority for the purposes of subsection (g). (i) After a statement of dissolution becomes effective, a limited liability company may deliver to the Secretary of State for filing and, if appropriate, may record a statement of authority that is designated as a post-dissolution statement of authority. The statement operates as provided in subsections (f) and (g). (j) Unless earlier canceled, an effective statement of authority is canceled by operation of law five years after the date on which the statement, or its most recent amendment, becomes effective. This cancellation operates without need for any recording under subsection (f) or (g). (k) An effective statement of denial operates as a restrictive amendment under this section and may be recorded by certified copy for purposes of subsection (f)(1). History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 3 — Relations of Members and Managers to Persons Dealing with Limited Liability Company 4-38-303. Statement of denial. A person named in a filed statement of authority granting that person authority may deliver to the Secretary of State for filing a statement of denial that: (1) provides the name of the limited liability company and the caption of the statement of authority to which the statement of denial pertains; and (2) denies the grant of authority. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 3 — Relations of Members and Managers to Persons Dealing with Limited Liability Company 4-38-304. Liability of members and managers. (a) A debt, obligation, or other liability of a limited liability company is solely the debt, obligation, or other liability of the company. A member or manager is not personally liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of the company solely by reason of being or acting as a member or manager. This subsection applies regardless of the dissolution of the company. (b) The failure of a limited liability company to observe formalities relating to the exercise of its powers or management of its activities and affairs is not a ground for imposing liability on a member or manager for a debt, obligation, or other liability of the company. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 4 — Relations of Members to Each Other and to Limited Liability Company 4-38-401. Becoming member. (a) If a limited liability company is to have only one member upon formation, the person becomes a member as agreed by that person and the organizer of the company. That person and the organizer may be, but need not be, different persons. If different, the organizer acts on behalf of the initial member. (b) If a limited liability company is to have more than one member upon formation, those persons become members as agreed by the persons before the formation of the company. The organizer acts on behalf of the persons in forming the company and may be, but need not be, one of the persons. (c) After formation of a limited liability company, a person becomes a member: (1) as provided in the operating agreement; (2) as the result of a transaction effective under § 4-38-1001 et seq.; (3) with the affirmative vote or consent of all the members; or (4) as provided in § 4-38-701(a)(3). (d) A person may become a member without: (1) acquiring a transferable interest; or (2) making or being obligated to make a contribution to the limited liability company. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code of 1987 Annotated Official EditionTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 4 — Relations of Members to Each Other and to Limited Liability Company4-38-402. Form of contribution. 4-38-402. Form of contribution. A contribution may consist of property transferred to, services performed for, or another benefit provided to the limited liability company or an agreement to transfer property to, perform services for, or provide another benefit to the company. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 4 — Relations of Members to Each Other and to Limited Liability Company 4-38-403. Liability for contributions. (a) A person's obligation to make a contribution to a limited liability company is not excused by the person's death, disability, termination, or other inability to perform personally. (b) If a person does not fulfill an obligation to make a contribution other than money, the person is obligated at the option of the limited liability company to contribute money equal to the value of the part of the contribution which has not been made. (c) The obligation of a person to make a contribution may be compromised only by the affirmative vote or consent of all the members. If a creditor of a limited liability company extends credit or otherwise acts in reliance on an obligation described in subsection (a) without knowledge or notice of a compromise under this subsection, the creditor may enforce the obligation. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 4 — Relations of Members to Each Other and to Limited Liability Company 4-38-404. Sharing of and right to distributions before dissolution. (a) Any distribution made by a limited liability company before its dissolution and winding up must be in equal shares among members and persons dissociated as members, except to the extent necessary to comply with a transfer effective under § 4-38-502 or charging order in effect under § 4-38-503. (b) A person has a right to a distribution before the dissolution and winding up of a limited liability company only if the company decides to make an interim distribution. A person's dissociation does not entitle the person to a distribution. (c) A person does not have a right to demand or receive a distribution from a limited liability company in any form other than money. Except as otherwise provided in § 4-38-707(d), a company may distribute an asset in kind only if each part of the asset is fungible with each other part and each person receives a percentage of the asset equal in value to the person's share of distributions. (d) If a member or transferee becomes entitled to receive a distribution, the member or transferee has the status of, and is entitled to all remedies available to, a creditor of the limited liability company with respect to the distribution. However, the company's obligation to make a distribution is subject to offset for any amount owed to the company by the member or a person dissociated as a member on whose account the distribution is made. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 4 — Relations of Members to Each Other and to Limited Liability Company 4-38-405. Limitations on distributions. (a) A limited liability company may not make a distribution, including a distribution under § 4-38-707, if after the distribution: (1) the company would not be able to pay its debts as they become due in the ordinary course of the company's activities and affairs; or (2) the company's total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the company were to be dissolved and wound up at the time of the distribution, to satisfy the preferential rights upon dissolution and winding up of members and transferees whose preferential rights are superior to the rights of persons receiving the distribution. (b) A limited liability company may base a determination that a distribution is not prohibited under subsection (a) on: (1) financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances; or (2) a fair valuation or other method that is reasonable under the circumstances. (c) Except as otherwise provided in subsection (e), the effect of a distribution under subsection (a) is measured: (1) in the case of a distribution as defined in § 4-38-102(4)(A), as of the earlier of: (A) the date money or other property is transferred or debt is incurred by the limited liability company; or (B) the date the person entitled to the distribution ceases to own the interest or right being acquired by the company in return for the distribution; (2) in the case of any other distribution of indebtedness, as of the date the indebtedness is distributed; and (3) in all other cases, as of the date: (A) the distribution is authorized, if the payment occurs not later than 120 days after that date; or (B) the payment is made, if the payment occurs more than 120 days after the distribution is authorized. (d) A limited liability company's indebtedness to a member or transferee incurred by reason of a distribution made in accordance with this section is at parity with the company's indebtedness to its general, unsecured creditors, except to the extent subordinated by agreement. (e) A limited liability company's indebtedness, including indebtedness issued as a distribution, is not a liability for purposes of subsection (a) if the terms of the indebtedness provide that payment of principal and interest is made only if and to the extent that payment of a distribution could then be made under this section. If the indebtedness is issued as a distribution, each payment of principal or interest is treated as a distribution, the effect of which is measured on the date the payment is made. (f) In measuring the effect of a distribution under § 4-38-707, the liabilities of a dissolved limited liability company do not include any claim that has been disposed of under § 4-38-704, § 4-38-705, or § 4-38-706. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 4 — Relations of Members to Each Other and to Limited Liability Company 4-38-406. Liability for improper distributions. (a) Except as otherwise provided in subsection (b), if a member of a member-managed limited liability company or manager of a manager-managed limited liability company consents to a distribution made in violation of § 4-38-405 and in consenting to the distribution fails to comply with § 4-38-409, the member or manager is personally liable to the company for the amount of the distribution which exceeds the amount that could have been distributed without the violation of § 4-38-405. (b) To the extent the operating agreement of a member-managed limited liability company expressly relieves a member of the authority and responsibility to consent to distributions and imposes that authority and responsibility on one or more other members, the liability stated in subsection (a) applies to the other members and not the member that the operating agreement relieves of the authority and responsibility. (c) A person that receives a distribution knowing that the distribution violated § 4-38-405 is personally liable to the limited liability company but only to the extent that the distribution received by the person exceeded the amount that could have been properly paid under § 4-38-405. (d) A person against which an action is commenced because the person is liable under subsection (a) may: (1) implead any other person that is liable under subsection (a) and seek to enforce a right of contribution from the person; and (2) implead any person that received a distribution in violation of subsection (c) and seek to enforce a right of contribution from the person in the amount the person received in violation of subsection (c). (e) An action under this section is barred unless commenced not later than two years after the distribution. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 4 — Relations of Members to Each Other and to Limited Liability Company 4-38-407. Management of limited liability company. (a) A limited liability company is a member-managed limited liability company unless the operating agreement: (1) expressly provides that: (A) the company is or will be “manager-managed”; (B) the company is or will be “managed by managers”; or (C) management of the company is or will be “vested in managers”; or (2) includes words of similar import. (b) In a member-managed limited liability company, the following rules apply: (1) Except as expressly provided in this chapter, the management and conduct of the company are vested in the members. (2) Each member has equal rights in the management and conduct of the company's activities and affairs. (3) A difference arising among members as to a matter in the ordinary course of the activities and affairs of the company may be decided by a majority of the members. (4) The affirmative vote or consent of all the members is required to: (A) undertake an act outside the ordinary course of the activities and affairs of the company; or (B) amend the operating agreement. (c) In a manager-managed limited liability company, the following rules apply: (1) Except as expressly provided in this chapter, any matter relating to the activities and affairs of the company is decided exclusively by the manager, or, if there is more than one manager, by a majority of the managers. (2) Each manager has equal rights in the management and conduct of the company's activities and affairs. (3) The affirmative vote or consent of all members is required to: (A) undertake an act outside the ordinary course of the company's activities and affairs; or (B) amend the operating agreement. (4) A manager may be chosen at any time by the affirmative vote or consent of a majority of the members and remains a manager until a successor has been chosen, unless the manager at an earlier time resigns, is removed, or dies, or, in the case of a manager that is not an individual, terminates. A manager may be removed at any time by the affirmative vote or consent of a majority of the members without notice or cause. (5) A person need not be a member to be a manager, but the dissociation of a member that is also a manager removes the person as a manager. If a person that is both a manager and a member ceases to be a manager, that cessation does not by itself dissociate the person as a member. (6) A person's ceasing to be a manager does not discharge any debt, obligation, or other liability to the limited liability company or members which the person incurred while a manager. (d) An action requiring the vote or consent of members under this chapter may be taken without a meeting, and a member may appoint a proxy or other agent to vote, consent, or otherwise act for the member by signing an appointing record, personally or by the member's agent. (e) The dissolution of a limited liability company does not affect the applicability of this section. However, a person that wrongfully causes dissolution of the company loses the right to participate in management as a member and a manager. (f) A limited liability company shall reimburse a member for an advance to the company beyond the amount of capital the member agreed to contribute. (g) A payment or advance made by a member which gives rise to a limited liability company obligation under subsection (f) or § 4-38-408(a) constitutes a loan to the company which accrues interest from the date of the payment or advance. (h) A member is not entitled to remuneration for services performed for a member-managed limited liability company, except for reasonable compensation for services rendered in winding up the activities of the company. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 4 — Relations of Members to Each Other and to Limited Liability Company 4-38-408. Reimbursement — Indemnification — Advancement — Insurance. (a) A limited liability company shall reimburse a member of a member-managed company or the manager of a manager-managed company for any payment made by the member or manager in the course of the member's or manager's activities on behalf of the company, if the member or manager complied with § 4-38-405, § 4-38-407, and § 4-38-409 in making the payment. (b) A limited liability company shall indemnify and hold harmless a person with respect to any claim or demand against the person and any debt, obligation, or other liability incurred by the person by reason of the person's former or present capacity as a member or manager, if the claim, demand, debt, obligation, or other liability does not arise from the person's breach of § 4-38-405, § 4-38-407, or § 4-38-409. (c) In the ordinary course of its activities and affairs, a limited liability company may advance reasonable expenses, including attorney's fees and costs, incurred by a person in connection with a claim or demand against the person by reason of the person's former or present capacity as a member or manager, if the person promises to repay the company if the person ultimately is determined not to be entitled to be indemnified under subsection (b). (d) A limited liability company may purchase and maintain insurance on behalf of a member or manager against liability asserted against or incurred by the member or manager in that capacity or arising from that status even if, under § 4-38-105(e)(7), the operating agreement could not eliminate or limit the person's liability to the company for the conduct giving rise to the liability. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 4 — Relations of Members to Each Other and to Limited Liability Company 4-38-409. Standards of conduct for members and managers. (a) A member of a member-managed limited liability company owes to the company and, subject to § 4-38-801, the other members the duties of loyalty and care stated in subsections (b) and (c). (b) The fiduciary duty of loyalty of a member in a member-managed limited liability company includes the duties: (1) to account to the company and hold as trustee for it any property, profit, or benefit derived by the member: (A) in the conduct or winding up of the company's activities and affairs; (B) from a use by the member of the company's property; or (C) from the appropriation of a company opportunity; (2) to refrain from dealing with the company in the conduct or winding up of the company's activities and affairs as or on behalf of a person having an interest adverse to the company; and (3) to refrain from competing with the company in the conduct of the company's activities and affairs before the dissolution of the company. (c) The duty of care of a member of a member-managed limited liability company in the conduct or winding up of the company's activities and affairs is to refrain from engaging in grossly negligent or reckless conduct, willful or intentional misconduct, or knowing violation of law. (d) A member shall discharge the duties and obligations under this chapter or under the operating agreement and exercise any rights consistently with the contractual obligation of good faith and fair dealing. (e) A member does not violate a duty or obligation under this chapter or under the operating agreement solely because the member's conduct furthers the member's own interest. (f) All the members of a member-managed limited liability company or a manager-managed limited liability company may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty. (g) It is a defense to a claim under subsection (b)(2) and any comparable claim in equity or at common law that the transaction was fair to the limited liability company. (h) If, as permitted by subsection (f) or (i)(6) or the operating agreement, a member enters into a transaction with the limited liability company which otherwise would be prohibited by subsection (b)(2), the member's rights and obligations arising from the transaction are the same as those of a person that is not a member. (i) In a manager-managed limited liability company, the following rules apply: (1) Subsections (a), (b), (c), and (g) apply to the manager or managers and not the members. (2) The duty stated under subsection (b)(3) continues until winding up is completed. (3) Subsection (d) applies to managers and members. (4) Subsection (e) applies only to members. (5) The power to ratify under subsection (f) applies only to the members. (6) Subject to subsection (d), a member does not have any duty to the company or to any other member solely by reason of being a member. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 4 — Relations of Members to Each Other and to Limited Liability Company 4-38-410. Rights to information of member, manager, and person dissociated as member. (a) In a member-managed limited liability company, the following rules apply: (1) On reasonable notice, a member may inspect and copy during regular business hours, at a reasonable location specified by the company, any record maintained by the company regarding the company's activities, affairs, financial condition, and other circumstances, to the extent the information is material to the member's rights and duties under the operating agreement or this chapter. (2) The company shall furnish to each member: (A) without demand, any information concerning the company's activities, affairs, financial condition, and other circumstances which the company knows and is material to the proper exercise of the member's rights and duties under the operating agreement or this chapter, except to the extent the company can establish that it reasonably believes the member already knows the information; and (B) on demand, any other information concerning the company's activities, affairs, financial condition, and other circumstances, except to the extent the demand for the information demanded is unreasonable or otherwise improper under the circumstances. (3) The duty to furnish information under paragraph (2) also applies to each member to the extent the member knows any of the information described in paragraph (2). (b) In a manager-managed limited liability company, the following rules apply: (1) The informational rights stated in subsection (a) and the duty stated in subsection (a)(3) apply to the managers and not the members. (2) During regular business hours and at a reasonable location specified by the company, a member may inspect and copy information regarding the activities, affairs, financial condition, and other circumstances of the company as is just and reasonable if: (A) the member seeks the information for a purpose reasonably related to the member's interest as a member; (B) the member makes a demand in a record received by the company, describing with reasonable particularity the information sought and the purpose for seeking the information; and (C) the information sought is directly connected to the member's purpose. (3) Not later than 10 days after receiving a demand pursuant to paragraph (2)(B), the company shall inform in a record the member that made the demand of: (A) what information the company will provide in response to the demand and when and where the company will provide the information; and (B) the company's reasons for declining, if the company declines to provide any demanded information. (4) Whenever this chapter or an operating agreement provides for a member to vote on or give or withhold consent to a matter, before the vote is cast or consent is given or withheld, the company shall, without demand, provide the member with all information that is known to the company and is material to the member's decision. (c) Subject to subsection (h), on 10 days' demand made in a record received by a limited liability company, a person dissociated as a member may have access to the information to which the person was entitled while a member if: (1) the information pertains to the period during which the person was a member; (2) the person seeks the information in good faith; and (3) the person satisfies the requirements imposed on a member by subsection (b)(2). (d) A limited liability company shall respond to a demand made pursuant to subsection (c) in the manner provided in subsection (b)(3). (e) A limited liability company may charge a person that makes a demand under this section the reasonable costs of copying, limited to the costs of labor and material. (f) A member or person dissociated as a member may exercise the rights under this section through an agent or, in the case of an individual under legal disability, a legal representative. Any restriction or condition imposed by the operating agreement or under subsection (h) applies both to the agent or legal representative and to the member or person dissociated as a member. (g) Subject to § 4-38-504, the rights under this section do not extend to a person as transferee. (h) In addition to any restriction or condition stated in its operating agreement, a limited liability company, as a matter within the ordinary course of its activities and affairs, may impose reasonable restrictions and conditions on access to and use of information to be furnished under this section, including designating information confidential and imposing nondisclosure and safeguarding obligations on the recipient. In a dispute concerning the reasonableness of a restriction under this subsection, the company has the burden of proving reasonableness. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 5 — Transferable Interests and Rights of Transferees and Creditors 4-38-501. Nature of transferrable interest. A transferable interest is personal property. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 5 — Transferable Interests and Rights of Transferees and Creditors 4-38-502. Transfer of transferable interest. (a) A transfer, in whole or in part, of a transferable interest: (1) is permissible; (2) does not by itself cause a person's dissociation as a member or a dissolution and winding up of the limited liability company's activities and affairs; and (3) subject to § 4-38-504, does not entitle the transferee to: (A) participate in the management or conduct of the company's activities and affairs; or (B) except as otherwise provided in subsection (c), have access to records or other information concerning the company's activities and affairs. (b) A transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled. (c) In a dissolution and winding up of a limited liability company, a transferee is entitled to an account of the company's transactions only from the date of dissolution. (d) A transferable interest may be evidenced by a certificate of the interest issued by a limited liability company in a record, and, subject to this section, the interest represented by the certificate may be transferred by a transfer of the certificate. (e) A limited liability company need not give effect to a transferee's rights under this section until the company knows or has notice of the transfer. (f) A transfer of a transferable interest in violation of a restriction on transfer contained in the operating agreement is ineffective if the intended transferee has knowledge or notice of the restriction at the time of transfer. (g) Except as otherwise provided in § 4-38-602(5)(B), if a member transfers a transferable interest, the transferor retains the rights of a member other than the transferable interest transferred and retains all the duties and obligations of a member. (h) If a member transfers a transferable interest to a person that becomes a member with respect to the transferred interest, the transferee is liable for the member's obligations under §§ 4-38-403 and 4-38-406 known to the transferee when the transferee becomes a member. History Acts 2021, No. 1041, §  26; 2023, No. 795, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 5 — Transferable Interests and Rights of Transferees and Creditors 4-38-503. Charging order. (a) On application to a court of competent jurisdiction by a judgment creditor of a member, transferee, or any other owner of a membership interest in a limited liability company, a court having jurisdiction may charge the membership interest of the judgment debtor with payment of the unsatisfied amount of the judgment with interest. (b) If a court charges a membership interest with payment of a judgment as provided under subsection (a) of this section, the judgment creditor has only the right to receive a distribution to which the judgment debtor would otherwise be entitled in respect of the membership interest. (c) (1) A charging order constitutes a lien on the judgment debtor's membership interest. (2) The charging order lien shall not be foreclosed on under this subchapter or any other law. (d) This section: (1) Is specific to a lien created by a charging order; and (2) Shall not: (A) Apply to a creditor's secured lien created under the Uniform Commercial Code, § 4-1-101 et seq.; or (B) Operate to invalidate any provision of any written agreement between a member and a creditor, including without limitation a security agreement, assignment, pledge, hypothecation, or other instrument giving the creditor a security interest in, or assignment of, the transferable interest, where at the time the written agreement, security agreement, assignment, or other instrument was executed by the member and the creditor, the member's executing such written agreement, security agreement, assignment, or other instrument did not violate a provision of the limited liability company's certificate of organization or operating agreement. (e) The entry of a charging order is the exclusive remedy by which a judgment creditor of a member or of another owner of a membership interest may satisfy a judgment out of the judgment debtor's membership interest. (f) This section shall not be construed to deprive a member of a limited liability company or another owner of a membership interest in a limited liability company of the benefit of an exemption applicable to the membership interest of the member or owner. (g) A creditor of a member or of another owner of a membership interest does not have the right to obtain possession of or otherwise exercise legal or equitable remedies with respect to the property of the limited liability company. (h) This section applies to: (1) A single-member limited liability company; and (2) A multiple-member limited liability company. History Acts 2021, No. 1041, §  26; 2023, No. 795, § 2; 2025, No. 461, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 5 — Transferable Interests and Rights of Transferees and Creditors 4-38-504. Power of legal representative of deceased member. If a member dies, the deceased member's legal representative may exercise: (1) the rights of a transferee provided in § 4-38-502(c); and (2) for the purposes of settling the estate, the rights the deceased member had under § 4-38-410. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 6 — Dissociation 4-38-601. Power to dissociate as member — Wrongful dissociation. (a) A person has the power to dissociate as a member at any time, rightfully or wrongfully, by withdrawing as a member by express will under § 4-38-602(1). (b) A person's dissociation as a member is wrongful only if the dissociation: (1) is in breach of an express provision of the operating agreement; or (2) occurs before the completion of the winding up of the limited liability company and: (A) the person withdraws as a member by express will; (B) the person is expelled as a member by judicial order under § 4-38-602(6); (C) the person is dissociated under § 4-38-602(8); or (D) in the case of a person that is not a trust other than a business trust, an estate, or an individual, the person is expelled or otherwise dissociated as a member because it willfully dissolved or terminated. (c) A person that wrongfully dissociates as a member is liable to the limited liability company and, subject to § 4-38-801, to the other members for damages caused by the dissociation. The liability is in addition to any debt, obligation, or other liability of the member to the company or the other members. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 6 — Dissociation 4-38-602. Events causing dissociation. A person is dissociated as a member when: (1) the limited liability company knows or has notice of the person's express will to withdraw as a member, but, if the person has specified a withdrawal date later than the date the company knew or had notice, on that later date; (2) an event stated in the operating agreement as causing the person's dissociation occurs; (3) the person's entire interest is transferred in a foreclosure sale under former § 4-38-503(f); (4) the person is expelled as a member pursuant to the operating agreement; (5) the person is expelled as a member by the affirmative vote or consent of all the other members if: (A) it is unlawful to carry on the limited liability company's activities and affairs with the person as a member; (B) there has been a transfer of all the person's transferable interest in the company, other than: (i) a transfer for security purposes; or (ii) a charging order in effect under § 4-38-503 which has not been foreclosed; (C) the person is an entity and: (i) the company notifies the person that it will be expelled as a member because the person has filed a statement of dissolution or the equivalent, the person has been administratively dissolved, the person's charter or the equivalent has been revoked, or the person's right to conduct business has been suspended by the person's jurisdiction of formation; and (ii) not later than 90 days after the notification, the statement of dissolution or the equivalent has not been withdrawn, rescinded, or revoked, the person has not been reinstated, or the person's charter or the equivalent or right to conduct business has not been reinstated; or (D) the person is an unincorporated entity that has been dissolved and whose activities and affairs are being wound up; (6) on application by the limited liability company or a member in a direct action under § 4-38-801, the person is expelled as a member by judicial order because the person: (A) has engaged or is engaging in wrongful conduct that has affected adversely and materially, or will affect adversely and materially, the company's activities and affairs; (B) has committed willfully or persistently, or is committing willfully or persistently, a material breach of the operating agreement or a duty or obligation under § 4-38-409; or (C) has engaged or is engaging in conduct relating to the company's activities and affairs which makes it not reasonably practicable to carry on the activities and affairs with the person as a member; (7) in the case of an individual: (A) the individual dies; or (B) in a member-managed limited liability company: (i) a guardian or general conservator for the individual is appointed; or (ii) a court orders that the individual has otherwise become incapable of performing the individual's duties as a member under this chapter or the operating agreement; (8) in a member-managed limited liability company, the person: (A) becomes a debtor in bankruptcy; (B) signs an assignment for the benefit of creditors; or (C) seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the person or of all or substantially all the person's property; (9) in the case of a person that is a testamentary or inter vivos trust or is acting as a member by virtue of being a trustee of such a trust, the trust's entire transferable interest in the limited liability company is distributed; (10) in the case of a person that is an estate or is acting as a member by virtue of being a personal representative of an estate, the estate's entire transferable interest in the limited liability company is distributed; (11) in the case of a person that is not an individual, the existence of the person terminates; (12) the limited liability company participates in a merger under § 4-38-1001 et seq. and: (A) the company is not the surviving entity; or (B) otherwise as a result of the merger, the person ceases to be a member; (13) the limited liability company participates in an interest exchange under § 4-38-1001 et seq. and, as a result of the interest exchange, the person ceases to be a member; (14) the limited liability company participates in a conversion under § 4-38-1001 et seq.; (15) the limited liability company participates in a domestication under § 4-38-1001 et seq. and, as a result of the domestication, the person ceases to be a member; or (16) the limited liability company dissolves and completes winding up. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 7 — Dissolution and Winding Up 4-38-701. Events causing dissolution. (a) A limited liability company is dissolved, and its activities and affairs must be wound up, upon the occurrence of any of the following: (1) an event or circumstance that the operating agreement states causes dissolution; (2) the affirmative vote or consent of all the members; (3) the passage of 90 consecutive days during which the company has no members unless before the end of the period: (A) consent to admit at least one specified person as a member is given by transferees owning the rights to receive a majority of distributions as transferees at the time the consent is to be effective; and (B) at least one person becomes a member in accordance with the consent; (4) on application by a member, the entry by the circuit court of an order dissolving the company on the grounds that: (A) the conduct of all or substantially all the company's activities and affairs is unlawful; (B) it is not reasonably practicable to carry on the company's activities and affairs in conformity with the certificate of organization and the operating agreement; or (C) the managers or those members in control of the company: (i) have acted, are acting, or will act in a manner that is illegal or fraudulent; or (ii) have acted or are acting in a manner that is oppressive and was, is, or will be directly harmful to the applicant; or (5) the signing and filing of a statement of administrative dissolution by the Secretary of State under § 4-38-708. (b) In a proceeding brought under subsection (a)(4)(C), the court may order a remedy other than dissolution. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 7 — Dissolution and Winding Up 4-38-702. Winding up. (a) A dissolved limited liability company shall wind up its activities and affairs and, except as otherwise provided in § 4-38-703, the company continues after dissolution only for the purpose of winding up. (b) In winding up its activities and affairs, a limited liability company: (1) shall discharge the company's debts, obligations, and other liabilities, settle and close the company's activities and affairs, and marshal and distribute the assets of the company; and (2) may: (A) deliver to the Secretary of State for filing a statement of dissolution stating the name of the company and that the company is dissolved; (B) preserve the company activities, affairs, and property as a going concern for a reasonable time; (C) prosecute and defend actions and proceedings, whether civil, criminal, or administrative; (D) transfer the company's property; (E) settle disputes by mediation or arbitration; (F) deliver to the Secretary of State for filing a statement of termination stating the name of the company and that the company is terminated; and (G) perform other acts necessary or appropriate to the winding up. (c) If a dissolved limited liability company has no members, the legal representative of the last person to have been a member may wind up the activities and affairs of the company. If the person does so, the person has the powers of a sole manager under § 4-38-407(c) and is deemed to be a manager for the purposes of § 4-38-304(a). (d) If the legal representative under subsection (c) declines or fails to wind up the limited liability company's activities and affairs, a person may be appointed to do so by the consent of transferees owning a majority of the rights to receive distributions as transferees at the time the consent is to be effective. A person appointed under this subsection: (1) has the powers of a sole manager under § 4-38-407(c) and is deemed to be a manager for the purposes of § 4-38-304(a); and (2) shall deliver promptly to the Secretary of State for filing an amendment to the company's certificate of organization stating: (A) that the company has no members; (B) the name and street and mailing addresses of the person; and (C) that the person has been appointed pursuant to this subsection to wind up the company. (e) The circuit court may order judicial supervision of the winding up of a dissolved limited liability company, including the appointment of a person to wind up the company's activities and affairs: (1) on the application of a member, if the applicant establishes good cause; (2) on the application of a transferee, if: (A) the company does not have any members; (B) the legal representative of the last person to have been a member declines or fails to wind up the company's activities; and (C) within a reasonable time following the dissolution a person has not been appointed pursuant to subsection (c); or (3) in connection with a proceeding under § 4-38-701(a)(4). History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 7 — Dissolution and Winding Up 4-38-703. Rescinding dissolution. (a) A limited liability company may rescind its dissolution within 120 days after the election to dissolve unless: (1) termination has become effective; (2) a court has entered an order dissolving the limited liability company; or (3) the Secretary of State has dissolved the limited liability company under § 4-38-708. (b) Rescinding dissolution under this section requires: (1) the affirmative vote or consent of each member; and (2) if the limited liability company has delivered to the Secretary of State for filing a statement of dissolution and: (A) the statement has not become effective, delivery to the Secretary of State for filing of a statement of withdrawal under § 4-38-208 applicable to the statement of dissolution; or (B) if the statement of dissolution has become effective, delivery to the Secretary of State for filing of a statement of rescission stating the name of the company and that dissolution has been rescinded under this section. (c) If a limited liability company rescinds its dissolution: (1) the company resumes carrying on its activities and affairs as if dissolution had never occurred; (2) subject to paragraph (3), any liability incurred by the company after the dissolution and before the rescission has become effective is determined as if dissolution had never occurred; and (3) the rights of a third party arising out of conduct in reliance on the dissolution before the third party knew or had notice of the rescission may not be adversely affected. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 7 — Dissolution and Winding Up 4-38-704. Known claims against dissolved limited liability company. (a) Except as otherwise provided in subsection (d), a dissolved limited liability company may give notice of a known claim under subsection (b), which has the effect provided in subsection (c). (b) A dissolved limited liability company may in a record notify its known claimants of the dissolution. The notice must: (1) specify the information required to be included in a claim; (2) state that a claim must be in writing and provide a mailing address to which the claim is to be sent; (3) state the deadline for receipt of a claim, which may not be less than 120 days after the date the notice is received by the claimant; and (4) state that the claim will be barred if not received by the deadline. (c) A claim against a dissolved limited liability company is barred if the requirements of subsection (b) are met and: (1) the claim is not received by the specified deadline; or (2) if the claim is timely received but rejected by the company: (A) the company causes the claimant to receive a notice in a record stating that the claim is rejected and will be barred unless the claimant commences an action against the company to enforce the claim not later than 90 days after the claimant receives the notice; and (B) the claimant does not commence the required action not later than 90 days after the claimant receives the notice. (d) This section does not apply to a claim based on an event occurring after the date of dissolution or a liability that on that date is contingent. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 7 — Dissolution and Winding Up 4-38-705. Other claims against dissolved limited liability company. (a) A dissolved limited liability company may publish notice of its dissolution and request persons having claims against the company to present them in accordance with the notice. (b) A notice under subsection (a) must: (1) be published at least once in a newspaper of general circulation in the county in this state in which the dissolved limited liability company's principal office is located or, if the principal office is not located in this state, in the county in which the office of the company's registered agent is or was last located; (2) describe the information required to be contained in a claim, state that the claim must be in writing, and provide a mailing address to which the claim is to be sent; and (3) state that a claim against the company is barred unless an action to enforce the claim is commenced not later than three years after publication of the notice. (c) If a dissolved limited liability company publishes a notice in accordance with subsection (b), the claim of each of the following claimants is barred unless the claimant commences an action to enforce the claim against the company not later than three years after the publication date of the notice: (1) a claimant that did not receive notice in a record under § 4-38-704; (2) a claimant whose claim was timely sent to the company but not acted on; and (3) a claimant whose claim is contingent at, or based on an event occurring after, the date of dissolution. (d) A claim not barred under this section or § 4-38-704 may be enforced: (1) against a dissolved limited liability company, to the extent of its undistributed assets; and (2) except as otherwise provided in § 4-38-706, if assets of the company have been distributed after dissolution, against a member or transferee to the extent of that person's proportionate share of the claim or of the company's assets distributed to the member or transferee after dissolution, whichever is less, but a person's total liability for all claims under this paragraph may not exceed the total amount of assets distributed to the person after dissolution. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 7 — Dissolution and Winding Up 4-38-706. Court proceedings. (a) A dissolved limited liability company that has published a notice under § 4-38-705 may file an application with the circuit court in the county where the company's principal office is located or, if the principal office is not located in this state, where the office of its registered agent is or was last located, for a determination of the amount and form of security to be provided for payment of claims that are reasonably expected to arise after the date of dissolution based on facts known to the company and: (1) at the time of application: (A) are contingent; or (B) have not been made known to the company; or (2) are based on an event occurring after the date of dissolution. (b) Security is not required for any claim that is or is reasonably anticipated to be barred under § 4-38-705. (c) Not later than 10 days after the filing of an application under subsection (a), the dissolved limited liability company shall give notice of the proceeding to each claimant holding a contingent claim known to the company. (d) In a proceeding under this section, the court may appoint a guardian ad litem to represent all claimants whose identities are unknown. The reasonable fees and expenses of the guardian, including all reasonable expert witness fees, must be paid by the dissolved limited liability company. (e) A dissolved limited liability company that provides security in the amount and form ordered by the court under subsection (a) satisfies the company's obligations with respect to claims that are contingent, have not been made known to the company, or are based on an event occurring after the date of dissolution, and such claims may not be enforced against a member or transferee on account of assets received in liquidation. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 7 — Dissolution and Winding Up 4-38-707. Disposition of assets in the winding up. (a) In winding up its activities and affairs, a limited liability company shall apply its assets to discharge the company's obligations to creditors, including members that are creditors. (b) After a limited liability company complies with subsection (a), any surplus must be distributed in the following order, subject to any charging order in effect under § 4-38-503: (1) to each person owning a transferable interest that reflects contributions made and not previously returned, an amount equal to the value of the unreturned contributions; and (2) among persons owning transferable interests in proportion to their respective rights to share in distributions immediately before the dissolution of the company. (c) If a limited liability company does not have sufficient surplus to comply with subsection (b)(1), any surplus must be distributed among the owners of transferable interests in proportion to the value of the respective unreturned contributions. (d) All distributions made under subsections (b) and (c) must be paid in money. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 7 — Dissolution and Winding Up 4-38-708. Administrative dissolution. (a) The Secretary of State may commence a proceeding under subsection (b) to dissolve a limited liability company administratively if the company does not: (1) pay any fee, tax, interest, or penalty required to be paid to the Secretary of State not later than six months after it is due; (2) deliver an annual report to the Secretary of State not later than six months after it is due; or (3) have a registered agent in this state for 60 consecutive days. (b) If the Secretary of State determines that one or more grounds exist for administratively dissolving a limited liability company, the Secretary of State shall serve the company with notice in a record of the Secretary of State's determination. (c) If a limited liability company, not later than 60 days after service of the notice under subsection (b), does not cure or demonstrate to the satisfaction of the Secretary of State the nonexistence of each ground determined by the Secretary of State, the Secretary of State shall administratively dissolve the company by signing a statement of administrative dissolution that recites the grounds for dissolution and the effective date of dissolution. The Secretary of State shall file the statement and serve a copy on the company pursuant to § 4-38-210. (d) A limited liability company that is administratively dissolved continues in existence as an entity but may not carry on any activities except as necessary to wind up its activities and affairs and liquidate its assets under § 4-38-702, § 4-38-704, § 4-38-705, § 4-38-706, and § 4-38-707, or to apply for reinstatement under § 4-38-709. (e) The administrative dissolution of a limited liability company does not terminate the authority of its registered agent. (f) If a limited liability company is dissolved, administratively or otherwise, the name is available for use by another formed limited liability company, and the dissolved company would be required, upon reinstatement, to use a new name if the prior name was taken. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 7 — Dissolution and Winding Up 4-38-709. Reinstatement. (a) A limited liability company that is administratively dissolved under § 4-38-708 may apply to the Secretary of State for reinstatement not later than two years after the effective date of dissolution. The application must state: (1) the name of the company at the time of its administrative dissolution and, if needed, a different name that satisfies § 4-38-112; (2) the address of the principal office of the company and the name and street and mailing addresses of its registered agent; (3) the effective date of the company's administrative dissolution; and (4) that the grounds for dissolution did not exist or have been cured. (b) To be reinstated, a limited liability company must pay all fees, taxes, interest, and penalties that were due to the Secretary of State at the time of the company's administrative dissolution and all fees, taxes, interest, and penalties that would have been due to the Secretary of State while the company was administratively dissolved. (c) If the Secretary of State determines that an application under subsection (a) contains the required information, is satisfied that the information is correct, and determines that all payments required to be made to the Secretary of State by subsection (b) have been made, the Secretary of State shall: (1) cancel the statement of administrative dissolution and prepare a statement of reinstatement that states the Secretary of State's determination and the effective date of reinstatement; and (2) file the statement of reinstatement and serve a copy on the limited liability company. (d) When reinstatement under this section has become effective, the following rules apply: (1) The reinstatement relates back to and takes effect as of the effective date of the administrative dissolution. (2) The limited liability company resumes carrying on its activities and affairs as if the administrative dissolution had not occurred. (3) The rights of a person arising out of an act or omission in reliance on the dissolution before the person knew or had notice of the reinstatement are not affected. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 7 — Dissolution and Winding Up 4-38-710. Judicial review of denial of reinstatement. (a) If the Secretary of State denies a limited liability company's application for reinstatement following administrative dissolution, the Secretary of State shall serve the company with a notice in a record that explains the reasons for the denial. (b) A limited liability company may seek judicial review of denial of reinstatement in the circuit court not later than 30 days after service of the notice of denial. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 8 — Actions by Members 4-38-801. Direct action by member. (a) Subject to subsection (b), a member may maintain a direct action against another member, a manager, or the limited liability company to enforce the member's rights and protect the member's interests, including rights and interests under the operating agreement or this chapter or arising independently of the membership relationship. (b) A member maintaining a direct action under this section must plead and prove an actual or threatened injury that is not solely the result of an injury suffered or threatened to be suffered by the limited liability company. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 8 — Actions by Members 4-38-802. Derivative action. A member may maintain a derivative action to enforce a right of a limited liability company if: (1) the member first makes a demand on the other members in a member-managed limited liability company, or the managers of a manager-managed limited liability company, requesting that they cause the company to bring an action to enforce the right, and the managers or other members do not bring the action within a reasonable time; or (2) a demand under paragraph (1) would be futile. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 8 — Actions by Members 4-38-803. Proper plaintiff. A derivative action to enforce a right of a limited liability company may be maintained only by a person that is a member at the time the action is commenced and: (1) was a member when the conduct giving rise to the action occurred; or (2) whose status as a member devolved on the person by operation of law or pursuant to the terms of the operating agreement from a person that was a member at the time of the conduct. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 8 — Actions by Members 4-38-804. Pleading. In a derivative action, the complaint must state with particularity: (1) the date and content of plaintiff's demand and the response to the demand by the managers or other members; or (2) why demand should be excused as futile. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 8 — Actions by Members 4-38-805. Special litigation committee. (a) If a limited liability company is named as or made a party in a derivative proceeding, the company may appoint a special litigation committee to investigate the claims asserted in the proceeding and determine whether pursuing the action is in the best interests of the company. If the company appoints a special litigation committee, on motion by the committee made in the name of the company, except for good cause shown, the court shall stay discovery for the time reasonably necessary to permit the committee to make its investigation. This subsection does not prevent the court from: (1) enforcing a person's right to information under § 4-38-410; or (2) granting extraordinary relief in the form of a temporary restraining order or preliminary injunction. (b) A special litigation committee must be composed of one or more disinterested and independent individuals, who may be members. (c) A special litigation committee may be appointed: (1) in a member-managed limited liability company: (A) by the affirmative vote or consent of a majority of the members not named as parties in the proceeding; or (B) if all members are named as parties in the proceeding, by a majority of the members named as defendants; or (2) in a manager-managed limited liability company: (A) by a majority of the managers not named as parties in the proceeding; or (B) if all managers are named as parties in the proceeding, by a majority of the managers named as defendants. (d) After appropriate investigation, a special litigation committee may determine that it is in the best interests of the limited liability company that the proceeding: (1) continue under the control of the plaintiff; (2) continue under the control of the committee; (3) be settled on terms approved by the committee; or (4) be dismissed. (e) After making a determination under subsection (d), a special litigation committee shall file with the court a statement of its determination and its report supporting its determination and shall serve each party with a copy of the determination and report. The court shall determine whether the members of the committee were disinterested and independent and whether the committee conducted its investigation and made its recommendation in good faith, independently, and with reasonable care, with the committee having the burden of proof. If the court finds that the members of the committee were disinterested and independent and that the committee acted in good faith, independently, and with reasonable care, the court shall enforce the determination of the committee. Otherwise, the court shall dissolve the stay of discovery entered under subsection (a) and allow the action to continue under the control of the plaintiff. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 8 — Actions by Members 4-38-806. Proceeds and expenses. (a) Except as otherwise provided in subsection (b): (1) any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, belong to the limited liability company and not to the plaintiff; and (2) if the plaintiff receives any proceeds, the plaintiff shall remit them immediately to the company. (b) If a derivative action is successful in whole or in part, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees and costs, from the recovery of the limited liability company. (c) A derivative action on behalf of a limited liability company may not be voluntarily dismissed or settled without the court's approval. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 9 — Foreign Limited Liability Companies 4-38-901. Governing law. (a) The law of the jurisdiction of formation of a foreign limited liability company governs: (1) the internal affairs of the company; (2) the liability of a member as member and a manager as manager for a debt, obligation, or other liability of the company; and (3) the liability of a series of the company. (b) A foreign limited liability company is not precluded from registering to do business in this state because of any difference between the law of its jurisdiction of formation and the law of this state. (c) Registration of a foreign limited liability company to do business in this state does not authorize the foreign company to engage in any activities and affairs or exercise any power that a limited liability company may not engage in or exercise in this state. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 9 — Foreign Limited Liability Companies 4-38-902. Registration to do business in this state. (a) A foreign limited liability company may not do business in this state until it registers with the Secretary of State under this subchapter. (b) A foreign limited liability company doing business in this state may not maintain an action or proceeding in this state unless it is registered to do business in this state. (c) The failure of a foreign limited liability company to register to do business in this state does not impair the validity of a contract or act of the company or preclude it from defending an action or proceeding in this state. (d) A limitation on the liability of a member or manager of a foreign limited liability company is not waived solely because the company does business in this state without registering to do business in this state. (e) Section 4-38-901(a) and (b) applies even if a foreign limited liability company fails to register under this subchapter. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 9 — Foreign Limited Liability Companies 4-38-903. Foreign registration statement. To register to do business in this state, a foreign limited liability company must deliver a foreign registration statement to the Secretary of State for filing. The statement must state: (1) the name of the company and, if the name does not comply with § 4-38-112, an alternate name adopted pursuant to § 4-38-906(a); (2) that the company is a foreign limited liability company; (3) the company's jurisdiction of formation; (4) the street and mailing addresses of the company's principal office and, if the law of the company's jurisdiction of formation requires the company to maintain an office in that jurisdiction, the street and mailing addresses of the required office; and (5) the name and street and mailing addresses of the company's registered agent in this state. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 9 — Foreign Limited Liability Companies 4-38-904. Amendment of foreign registration statement. A registered foreign limited liability company shall deliver to the Secretary of State for filing an amendment to its foreign registration statement if there is a change in: (1) the name of the company; (2) the company's jurisdiction of formation; (3) an address required by § 4-38-903(4); or (4) the information required by § 4-38-903(5). History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 9 — Foreign Limited Liability Companies 4-38-905. Activities not constituting doing business. (a) Activities of a foreign limited liability company which do not constitute doing business in this state under this subchapter include: (1) maintaining, defending, mediating, arbitrating, or settling an action or proceeding; (2) carrying on any activity concerning its internal affairs, including holding meetings of its members or managers; (3) maintaining accounts in financial institutions; (4) maintaining offices or agencies for the transfer, exchange, and registration of securities of the company or maintaining trustees or depositories with respect to those securities; (5) selling through independent contractors; (6) soliciting or obtaining orders by any means if the orders require acceptance outside this state before they become contracts; (7) creating or acquiring indebtedness, mortgages, or security interests in property; (8) securing or collecting debts or enforcing mortgages or security interests in property securing the debts and holding, protecting, or maintaining property; (9) conducting an isolated transaction that is not in the course of similar transactions; (10) owning, without more, property; and (11) doing business in interstate commerce. (b) A person does not do business in this state solely by being a member or manager of a foreign limited liability company that does business in this state. (c) This section does not apply in determining the contacts or activities that may subject a foreign limited liability company to service of process, taxation, or regulation under law of this state other than this chapter. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 9 — Foreign Limited Liability Companies 4-38-906. Noncomplying name of foreign limited liability company. (a) A foreign limited liability company whose name does not comply with § 4-38-112 may not register to do business in this state until it adopts, for the purpose of doing business in this state, an alternate name that complies with § 4-38-112. A company that registers under an alternate name under this subsection need not comply with § 4-26-405, § 4-27-404, or § 4-42-707. After registering to do business in this state with an alternate name, a company shall do business in this state under: (1) the alternate name; (2) the company's name, with the addition of its jurisdiction of formation; or (3) a name the company is authorized to use under § 4-26-405, § 4-27-404, or § 4-42-707. (b) If a registered foreign limited liability company changes its name to one that does not comply with § 4-38-112, it may not do business in this state until it complies with subsection (a) by amending its registration to adopt an alternate name that complies with § 4-38-112. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 9 — Foreign Limited Liability Companies 4-38-907. Withdrawal deemed on conversion to domestic filing entity or domestic limited liability partnership. A registered foreign limited liability company that converts to a domestic limited liability partnership or to a domestic entity whose formation requires delivery of a record to the Secretary of State for filing is deemed to have withdrawn its registration on the effective date of the conversion. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 9 — Foreign Limited Liability Companies 4-38-908. Withdrawal on dissolution or conversion to nonfiling entity other than limited liability partnership. (a) A registered foreign limited liability company that has dissolved and completed winding up or has converted to a domestic or foreign entity whose formation does not require the public filing of a record, other than a limited liability partnership, shall deliver a statement of withdrawal to the Secretary of State for filing. The statement must state: (1) in the case of a company that has completed winding up: (A) its name and jurisdiction of formation; (B) that the company surrenders its registration to do business in this state; and (2) in the case of a company that has converted: (A) the name of the converting company and its jurisdiction of formation; (B) the type of entity to which the company has converted and its jurisdiction of formation; (C) that the converted entity surrenders the converting company's registration to do business in this state and revokes the authority of the converting company's registered agent to act as registered agent in this state on behalf of the company or the converted entity; and (D) a mailing address to which service of process may be made under subsection (b). (b) After a withdrawal under this section has become effective, service of process in any action or proceeding based on a cause of action arising during the time the foreign limited liability company was registered to do business in this state may be made pursuant to § 4-38-119. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 9 — Foreign Limited Liability Companies 4-38-909. Transfer of registration. (a) When a registered foreign limited liability company has merged into a foreign entity that is not registered to do business in this state or has converted to a foreign entity required to register with the Secretary of State to do business in this state, the foreign entity shall deliver to the Secretary of State for filing an application for transfer of registration. The application must state: (1) the name of the registered foreign limited liability company before the merger or conversion; (2) that before the merger or conversion the registration pertained to a foreign limited liability company; (3) the name of the applicant foreign entity into which the foreign limited liability company has merged or to which it has been converted and, if the name does not comply with § 4-38-112, an alternate name adopted pursuant to § 4-38-906(a); (4) the type of entity of the applicant foreign entity and its jurisdiction of formation; (5) the street and mailing addresses of the principal office of the applicant foreign entity and, if the law of the entity's jurisdiction of formation requires the entity to maintain an office in that jurisdiction, the street and mailing addresses of that office; and (6) the name and street and mailing addresses of the applicant foreign entity's registered agent in this state. (b) When an application for transfer of registration takes effect, the registration of the foreign limited liability company to do business in this state is transferred without interruption to the foreign entity into which the company has merged or to which it has been converted. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 9 — Foreign Limited Liability Companies 4-38-910. Termination of registration. (a) The Secretary of State may terminate the registration of a registered foreign limited liability company in the manner provided in subsections (b) and (c) if the company does not: (1) pay, not later than 60 days after the due date, any fee, tax, interest, or penalty required to be paid to the Secretary of State under this chapter or law other than this chapter; (2) deliver to the Secretary of State for filing, not later than 60 days after the due date, an annual report required under § 4-38-212; (3) have a registered agent as required by § 4-38-115; or (4) deliver to the Secretary of State for filing a statement of a change under § 4-38-116 not later than 30 days after a change has occurred in the name or address of the registered agent. (b) The Secretary of State may terminate the registration of a registered foreign limited liability company by: (1) filing a notice of termination or noting the termination in the records of the Secretary of State; and (2) delivering a copy of the notice or the information in the notation to the company's registered agent or, if the company does not have a registered agent, to the company's principal office. (c) The notice must state or the information in the notation must include: (1) the effective date of the termination, which must be at least 60 days after the date the Secretary of State delivers the copy; and (2) the grounds for termination under subsection (a). (d) The authority of a registered foreign limited liability company to do business in this state ceases on the effective date of the notice of termination or notation under subsection (b), unless before that date the company cures each ground for termination stated in the notice or notation. If the company cures each ground, the Secretary of State shall file a record so stating. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 9 — Foreign Limited Liability Companies 4-38-911. Withdrawal of registration of registered foreign limited liability company. (a) A registered foreign limited liability company may withdraw its registration by delivering a statement of withdrawal to the Secretary of State for filing. The statement of withdrawal must state: (1) the name of the company and its jurisdiction of formation; (2) that the company is not doing business in this state and that it withdraws its registration to do business in this state; (3) that the company revokes the authority of its registered agent to accept service on its behalf in this state; and (4) an address to which service of process may be made under subsection (b). (b) After the withdrawal of the registration of a foreign limited liability company, service of process in any action or proceeding based on a cause of action arising during the time the company was registered to do business in this state may be made pursuant to § 4-38-119. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 9 — Foreign Limited Liability Companies 4-38-912. Action by Attorney General. The Attorney General may maintain an action to enjoin a foreign limited liability company from doing business in this state in violation of this subchapter. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 9 — Foreign Limited Liability Companies 4-38-913. Transaction of business without registration. (a) A foreign limited liability company transacting business in this state shall not maintain an action, suit, or proceeding in a court of this state until it has registered in this state. (b) The failure of a foreign limited liability company to register in this state does not: (1) impair the validity of any contract or act of the foreign limited liability company; (2) affect the right of any other party to the contract to maintain any action, suit, or proceeding on the contract; or (3) prevent the foreign limited liability company from defending any action, suit, or proceeding in any court of this state. (c) A foreign limited liability company transacting business in this state without registration may be served with process under § 4-20-113 if the foreign limited liability company: (1) fails to appoint an agent for service of process under § 4-20-112; (2) no longer has an agent for service of process; or (3) has an agent for service of process that cannot with reasonable diligence be served. (d) (1) A foreign limited liability company which transacts business in this state without registration shall be liable to the state for the years or parts thereof during which it transacted business in this state without registration in an amount equal to all fees which would have been imposed by this chapter upon that foreign limited liability company had it duly registered and all penalties imposed by this chapter. (2) The Attorney General may bring proceedings to recover all amounts due this state under the provisions of this section. (e) A foreign limited liability company which transacts business in this state without registration shall be subject to a civil penalty, payable to the state, not to exceed five thousand dollars for each twelve-month period or part thereof, beginning with the date it began transacting business in this state and ending on the date it becomes registered. (f) (1) The civil penalty set forth in subsection (e) may be recovered in an action brought within a court by the Attorney General. (2) Upon a finding by the court that a foreign limited liability company has transacted business in this state in violation of this chapter, the court shall issue, in addition to the imposition of a civil penalty, an injunction restraining further transactions of the business of the foreign limited liability company and the further exercise of any limited liability company's rights and privileges in this state. (3) The foreign limited liability company shall be enjoined from transacting business in this state until all civil penalties plus any interest and court costs which the court may assess have been paid and until the foreign limited liability company has otherwise complied with this subchapter. (g) A member or manager of a foreign limited liability company is not liable for the debts and obligations of the limited liability company solely because the limited liability company transacted business in this state without registration. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 10 — Merger, Interest Exchange, Conversion, and Domestication Tit. 4, Subtit. 3., Ch. 38, Subch. 10 Note Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 10 — Merger, Interest Exchange, Conversion, and DomesticationPart 1 — General Provisions 4-38-1001. Definitions. In this subchapter: (1) “Acquired entity” means the entity, all of one or more classes or series of interests of which are acquired in an interest exchange. (2) “Acquiring entity” means the entity that acquires all of one or more classes or series of interests of the acquired entity in an interest exchange. (3) “Conversion” means a transaction authorized by Part 4. (4) “Converted entity” means the converting entity as it continues in existence after a conversion. (5) “Converting entity” means the domestic entity that approves a plan of conversion pursuant to § 4-38-1043 or the foreign entity that approves a conversion pursuant to the law of its jurisdiction of formation. (6) “Distributional interest” means the right under an unincorporated entity's organic law and organic rules to receive distributions from the entity. (7) “Domestic”, with respect to an entity, means governed as to its internal affairs by the law of this state. (8) “Domesticated limited liability company” means the domesticating limited liability company as it continues in existence after a domestication. (9) “Domesticating limited liability company” means the domestic limited liability company that approves a plan of domestication pursuant to § 4-38-1053 or the foreign limited liability company that approves a domestication pursuant to the law of its jurisdiction of formation. (10) “Domestication” means a transaction authorized by Part 5. (11) “Entity”: (A) means: (i) a business corporation; (ii) a nonprofit corporation; (iii) a general partnership, including a limited liability partnership; (iv) a limited partnership, including a limited liability limited partnership; (v) a limited liability company; (vi) a general cooperative association; (vii) a limited cooperative association; (viii) an unincorporated nonprofit association; (ix) a statutory trust, business trust, or common-law business trust; or (x) any other person that has: (I) a legal existence separate from any interest holder of that person; or (II) the power to acquire an interest in real property in its own name; and (B) does not include: (i) an individual; (ii) a trust with a predominantly donative purpose or a charitable trust; (iii) an association or relationship that is not an entity listed in subparagraph A and is not a partnership under the rules stated in § 4-46-202(c) of the Uniform Partnership Act (1996) or a similar provision of the law of another jurisdiction; (iv) a decedent's estate; or (v) a government or a governmental subdivision, agency, or instrumentality. (12) “Filing entity” means an entity whose formation requires the filing of a public organic record. The term does not include a limited liability partnership. (13) “Foreign”, with respect to an entity, means an entity governed as to its internal affairs by the law of a jurisdiction other than this state. (14) “Governance interest” means a right under the organic law or organic rules of an unincorporated entity, other than as a governor, agent, assignee, or proxy, to: (A) receive or demand access to information concerning, or the books and records of, the entity; (B) vote for or consent to the election of the governors of the entity; or (C) receive notice of or vote on or consent to an issue involving the internal affairs of the entity. (15) “Governor” means: (A) a director of a business corporation; (B) a director or trustee of a nonprofit corporation; (C) a general partner of a general partnership; (D) a general partner of a limited partnership; (E) a manager of a manager-managed limited liability company; (F) a member of a member-managed limited liability company; (G) a director of a general cooperative association; (H) a director of a limited cooperative association; (I) a manager of an unincorporated nonprofit association; (J) a trustee of a statutory trust, business trust, or common-law business trust; or (K) any other person under whose authority the powers of an entity are exercised and under whose direction the activities and affairs of the entity are managed pursuant to the organic law and organic rules of the entity. (16) “Interest” means: (A) a share in a business corporation; (B) a membership in a nonprofit corporation; (C) a partnership interest in a general partnership; (D) a partnership interest in a limited partnership; (E) a membership interest in a limited liability company; (F) a share in a general cooperative association; (G) a member's interest in a limited cooperative association; (H) a membership in an unincorporated nonprofit association; (I) a beneficial interest in a statutory trust, business trust, or common-law business trust; or (J) a governance interest or distributional interest in any other type of unincorporated entity. (17) “Interest exchange” means a transaction authorized by Part 3. (18) “Interest holder” means: (A) a shareholder of a business corporation; (B) a member of a nonprofit corporation; (C) a general partner of a general partnership; (D) a general partner of a limited partnership; (E) a limited partner of a limited partnership; (F) a member of a limited liability company; (G) a shareholder of a general cooperative association; (H) a member of a limited cooperative association; (I) a member of an unincorporated nonprofit association; (J) a beneficiary or beneficial owner of a statutory trust, business trust, or common-law business trust; or (K) any other direct holder of an interest. (19) “Interest holder liability” means: (A) personal liability for a liability of an entity which is imposed on a person: (i) solely by reason of the status of the person as an interest holder; or (ii) by the organic rules of the entity which make one or more specified interest holders or categories of interest holders liable in their capacity as interest holders for all or specified liabilities of the entity; or (B) an obligation of an interest holder under the organic rules of an entity to contribute to the entity. (20) “Merger” means a transaction authorized by Part 2. (21) “Merging entity” means an entity that is a party to a merger and exists immediately before the merger becomes effective. (22) “Organic law” means the law of an entity's jurisdiction of formation governing the internal affairs of the entity. (23) “Organic rules” means the public organic record and private organic rules of an entity. (24) “Plan” means a plan of merger, plan of interest exchange, plan of conversion, or plan of domestication. (25) “Plan of conversion” means a plan under § 4-38-1042. (26) “Plan of domestication” means a plan under § 4-38-1052. (27) “Plan of interest exchange” means a plan under § 4-38-1032. (28) “Plan of merger” means a plan under § 4-38-1022. (29) “Private organic rules” means the rules, whether or not in a record, that govern the internal affairs of an entity, are binding on all its interest holders, and are not part of its public organic record, if any. The term includes: (A) the bylaws of a business corporation; (B) the bylaws of a nonprofit corporation; (C) the partnership agreement of a general partnership; (D) the partnership agreement of a limited partnership; (E) the operating agreement of a limited liability company; (F) the bylaws of a general cooperative association; (G) the bylaws of a limited cooperative association; (H) the governing principles of an unincorporated nonprofit association; and (I) the trust instrument of a statutory trust or similar rules of a business trust or common-law business trust. (30) “Protected agreement” means: (A) a record evidencing indebtedness and any related agreement in effect on September 1, 2021; (B) an agreement that is binding on an entity on September 1, 2021; (C) the organic rules of an entity in effect on September 1, 2021; or (D) an agreement that is binding on any of the governors or interest holders of an entity on September 1, 2021. (31) “Public organic record” means the record the filing of which by the Secretary of State is required to form an entity and any amendment to or restatement of that record. The term includes: (A) the articles of incorporation of a business corporation; (B) the articles of incorporation of a nonprofit corporation; (C) the certificate of limited partnership of a limited partnership; (D) the certificate of organization of a limited liability company; (E) the articles of incorporation of a general cooperative association; (F) the articles of organization of a limited cooperative association; and (G) the certificate of trust of a statutory trust or similar record of a business trust. (32) “Registered foreign entity” means a foreign entity that is registered to do business in this state pursuant to a record filed by the Secretary of State. (33) “Statement of conversion” means a statement under § 4-38-1045. (34) “Statement of domestication” means a statement under § 4-38-1055. (35) “Statement of interest exchange” means a statement under § 4-38-1035. (36) “Statement of merger” means a statement under § 4-38-1025. (37) “Surviving entity” means the entity that continues in existence after or is created by a merger. (38) “Type of entity” means a generic form of entity: (A) recognized at common law; or (B) formed under an organic law, whether or not some entities formed under that organic law are subject to provisions of that law that create different categories of the form of entity. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 10 — Merger, Interest Exchange, Conversion, and DomesticationPart 1 — General Provisions 4-38-1002. Relationship of subchapter to other laws. (a) This subchapter does not authorize an act prohibited by, and does not affect the application or requirements of, law other than this subchapter. (b) A transaction effected under this subchapter may not create or impair a right, duty or obligation of a person under the statutory law of this state other than this subchapter relating to a change in control, takeover, business combination, control-share acquisition, or similar transaction involving a domestic merging, acquired, converting, or domesticating business corporation unless: (1) if the corporation does not survive the transaction, the transaction satisfies any requirements of the law; or (2) if the corporation survives the transaction, the approval of the plan is by a vote of the shareholders or directors which would be sufficient to create or impair the right, duty, or obligation directly under the law. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 10 — Merger, Interest Exchange, Conversion, and DomesticationPart 1 — General Provisions 4-38-1003. Required notice or approval. (a) A domestic or foreign entity that is required to give notice to, or obtain the approval of, a governmental agency or officer of this state to be a party to a merger must give the notice or obtain the approval to be a party to an interest exchange, conversion, or domestication. (b) Property held for a charitable purpose under the law of this state by a domestic or foreign entity immediately before a transaction under this subchapter becomes effective may not, as a result of the transaction, be diverted from the objects for which it was donated, granted, devised, or otherwise transferred unless, to the extent required by or pursuant to the law of this state concerning cy pres or other law dealing with nondiversion of charitable assets, the entity obtains an appropriate order of the circuit court the Attorney General specifying the disposition of the property. (c) A bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance which is made to a merging entity that is not the surviving entity and which takes effect or remains payable after the merger inures to the surviving entity. (d) A trust obligation that would govern property if transferred to a nonsurviving entity applies to property that is transferred to the surviving entity under this section. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 10 — Merger, Interest Exchange, Conversion, and DomesticationPart 1 — General Provisions 4-38-1004. Nonexclusivity. The fact that a transaction under this subchapter produces a certain result does not preclude the same result from being accomplished in any other manner permitted by law other than this subchapter. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 10 — Merger, Interest Exchange, Conversion, and DomesticationPart 1 — General Provisions 4-38-1005. Reference to external facts. A plan may refer to facts ascertainable outside the plan if the manner in which the facts will operate upon the plan is specified in the plan. The facts may include the occurrence of an event or a determination or action by a person, whether or not the event, determination, or action is within the control of a party to the transaction. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 10 — Merger, Interest Exchange, Conversion, and DomesticationPart 1 — General Provisions 4-38-1006. Appraisal rights. An interest holder of a domestic merging, acquired, converting, or domesticating limited liability company is entitled to contractual appraisal rights in connection with a transaction under this subchapter to the extent provided in: (1) the operating agreement; or (2) the plan. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 10 — Merger, Interest Exchange, Conversion, and DomesticationPart 2 — Merger 4-38-1021. Merger authorized. (a) By complying with this part: (1) one or more domestic limited liability companies may merge with one or more domestic or foreign entities into a domestic or foreign surviving entity; and (2) two or more foreign entities may merge into a domestic limited liability company. (b) By complying with the provisions of this part applicable to foreign entities, a foreign entity may be a party to a merger under this part or may be the surviving entity in such a merger if the merger is authorized by the law of the foreign entity's jurisdiction of formation. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 10 — Merger, Interest Exchange, Conversion, and DomesticationPart 2 — Merger 4-38-1022. Plan of merger. (a) A domestic limited liability company may become a party to a merger under this part by approving a plan of merger. The plan must be in a record and contain: (1) as to each merging entity, its name, jurisdiction of formation, and type of entity; (2) if the surviving entity is to be created in the merger, a statement to that effect and the entity's name, jurisdiction of formation, and type of entity; (3) the manner of converting the interests in each party to the merger into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing; (4) if the surviving entity exists before the merger, any proposed amendments to: (A) its public organic record, if any; and (B) its private organic rules that are, or are proposed to be, in a record; (5) if the surviving entity is to be created in the merger: (A) its proposed public organic record, if any; and (B) the full text of its private organic rules that are proposed to be in a record; (6) the other terms and conditions of the merger; and (7) any other provision required by the law of a merging entity's jurisdiction of formation or the organic rules of a merging entity. (b) In addition to the requirements of subsection (a), a plan of merger may contain any other provision not prohibited by law. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 10 — Merger, Interest Exchange, Conversion, and DomesticationPart 2 — Merger 4-38-1023. Approval of merger. (a) A plan of merger is not effective unless it has been approved: (1) by a domestic merging limited liability company, by all the members of the company entitled to vote on or consent to any matter; and (2) in a record, by each member of a domestic merging limited liability company which will have interest holder liability for debts, obligations, and other liabilities that are incurred after the merger becomes effective, unless: (A) the operating agreement of the company provides in a record for the approval of a merger in which some or all of its members become subject to interest holder liability by the affirmative vote or consent of fewer than all the members; and (B) the member consented in a record to or voted for that provision of the operating agreement or became a member after the adoption of that provision. (b) A merger involving a domestic merging entity that is not a limited liability company is not effective unless the merger is approved by that entity in accordance with its organic law. (c) A merger involving a foreign merging entity is not effective unless the merger is approved by the foreign entity in accordance with the law of the foreign entity's jurisdiction of formation. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 10 — Merger, Interest Exchange, Conversion, and DomesticationPart 2 — Merger 4-38-1024. Amendment or abandonment of plan of merger. (a) A plan of merger may be amended only with the consent of each party to the plan, except as otherwise provided in the plan. (b) A domestic merging limited liability company may approve an amendment of a plan of merger: (1) in the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or (2) by its managers or members in the manner provided in the plan, but a member that was entitled to vote on or consent to approval of the merger is entitled to vote on or consent to any amendment of the plan that will change: (A) the amount or kind of interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing, to be received by the interest holders of any party to the plan; (B) the public organic record, if any, or private organic rules of the surviving entity that will be in effect immediately after the merger becomes effective, except for changes that do not require approval of the interest holders of the surviving entity under its organic law or organic rules; or (C) any other terms or conditions of the plan, if the change would adversely affect the member in any material respect. (c) After a plan of merger has been approved and before a statement of merger becomes effective, the plan may be abandoned as provided in the plan. Unless prohibited by the plan, a domestic merging limited liability company may abandon the plan in the same manner as the plan was approved. (d) If a plan of merger is abandoned after a statement of merger has been delivered to the Secretary of State for filing and before the statement becomes effective, a statement of abandonment, signed by a party to the plan, must be delivered to the Secretary of State for filing before the statement of merger becomes effective. The statement of abandonment takes effect on filing, and the merger is abandoned and does not become effective. The statement of abandonment must contain: (1) the name of each party to the plan of merger; (2) the date on which the statement of merger was filed by the Secretary of State; and (3) a statement that the merger has been abandoned in accordance with this section. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 10 — Merger, Interest Exchange, Conversion, and DomesticationPart 2 — Merger 4-38-1025. Statement of merger — Effective date of merger. (a) A statement of merger must be signed by each merging entity and delivered to the Secretary of State for filing. (b) A statement of merger must contain: (1) the name, jurisdiction of formation, and type of entity of each merging entity that is not the surviving entity; (2) the name, jurisdiction of formation, and type of entity of the surviving entity; (3) a statement that the merger was approved by each domestic merging entity, if any, in accordance with this part and by each foreign merging entity, if any, in accordance with the law of its jurisdiction of formation; (4) if the surviving entity exists before the merger and is a domestic filing entity, any amendment to its public organic record approved as part of the plan of merger; (5) if the surviving entity is created by the merger and is a domestic filing entity, its public organic record, as an attachment; and (6) if the surviving entity is created by the merger and is a domestic limited liability partnership, its statement of qualification, as an attachment. (c) In addition to the requirements of subsection (b), a statement of merger may contain any other provision not prohibited by law. (d) If the surviving entity is a domestic entity, its public organic record, if any, must satisfy the requirements of the law of this state, except that the public organic record does not need to be signed. (e) A plan of merger that is signed by all the merging entities and meets all the requirements of subsection (b) may be delivered to the Secretary of State for filing instead of a statement of merger and on filing has the same effect. If a plan of merger is filed as provided in this subsection, references in this subchapter to a statement of merger refer to the plan of merger filed under this subsection. (f) If the surviving entity is a domestic limited liability company, the merger becomes effective when the statement of merger is effective. In all other cases, the merger becomes effective on the later of: (1) the date and time provided by the organic law of the surviving entity; and (2) when the statement is effective. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 10 — Merger, Interest Exchange, Conversion, and DomesticationPart 2 — Merger 4-38-1026. Effect of merger. (a) When a merger becomes effective: (1) the surviving entity continues or comes into existence; (2) each merging entity that is not the surviving entity ceases to exist; (3) all property of each merging entity vests in the surviving entity without transfer, reversion, or impairment; (4) all debts, obligations, and other liabilities of each merging entity are debts, obligations, and other liabilities of the surviving entity; (5) except as otherwise provided by law or the plan of merger, all the rights, privileges, immunities, powers, and purposes of each merging entity vest in the surviving entity; (6) if the surviving entity exists before the merger: (A) all its property continues to be vested in it without transfer, reversion, or impairment; (B) it remains subject to all its debts, obligations, and other liabilities; and (C) all its rights, privileges, immunities, powers, and purposes continue to be vested in it; (7) the name of the surviving entity may be substituted for the name of any merging entity that is a party to any pending action or proceeding; (8) if the surviving entity exists before the merger: (A) its public organic record, if any, is amended to the extent provided in the statement of merger; and (B) its private organic rules that are to be in a record, if any, are amended to the extent provided in the plan of merger; (9) if the surviving entity is created by the merger, its private organic rules are effective and: (A) if it is a filing entity, its public organic record becomes effective; and (B) if it is a limited liability partnership, its statement of qualification becomes effective; and (10) the interests in each merging entity which are to be converted in the merger are converted, and the interest holders of those interests are entitled only to the rights provided to them under the plan of merger and to any appraisal rights they have under § 4-38-1006 and the merging entity's organic law. (b) Except as otherwise provided in the organic law or organic rules of a merging entity, the merger does not give rise to any rights that an interest holder, governor, or third party would have upon a dissolution, liquidation, or winding up of the merging entity. (c) When a merger becomes effective, a person that did not have interest holder liability with respect to any of the merging entities and becomes subject to interest holder liability with respect to a domestic entity as a result of the merger has interest holder liability only to the extent provided by the organic law of that entity and only for those debts, obligations, and other liabilities that are incurred after the merger becomes effective. (d) When a merger becomes effective, the interest holder liability of a person that ceases to hold an interest in a domestic merging limited liability company with respect to which the person had interest holder liability is subject to the following rules: (1) The merger does not discharge any interest holder liability under this chapter to the extent the interest holder liability was incurred before the merger became effective. (2) The person does not have interest holder liability under this chapter for any debt, obligation, or other liability that is incurred after the merger becomes effective. (3) This chapter continues to apply to the release, collection, or discharge of any interest holder liability preserved under paragraph (1) as if the merger had not occurred. (4) The person has whatever rights of contribution from any other person as are provided by this chapter, law other than this chapter, or the operating agreement of the domestic merging limited liability company with respect to any interest holder liability preserved under paragraph (1) as if the merger had not occurred. (e) When a merger becomes effective, a foreign entity that is the surviving entity may be served with process in this state for the collection and enforcement of any debts, obligations, or other liabilities of a domestic merging limited liability company as provided in § 4-38-119. (f) When a merger becomes effective, the registration to do business in this state of any foreign merging entity that is not the surviving entity is canceled. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 10 — Merger, Interest Exchange, Conversion, and DomesticationPart 3 — Interest Exchange 4-38-1031. Interest exchange authorized. (a) By complying with this part: (1) a domestic limited liability company may acquire all of one or more classes or series of interests of another domestic entity or a foreign entity in exchange for interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing; or (2) all of one or more classes or series of interests of a domestic limited liability company may be acquired by another domestic entity or a foreign entity in exchange for interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing. (b) By complying with the provisions of this part applicable to foreign entities, a foreign entity may be the acquiring or acquired entity in an interest exchange under this part if the interest exchange is authorized by the law of the foreign entity's jurisdiction of formation. (c) If a protected agreement contains a provision that applies to a merger of a domestic limited liability company but does not refer to an interest exchange, the provision applies to an interest exchange in which the domestic limited liability company is the acquired entity as if the interest exchange were a merger until the provision is amended after September 1, 2021. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 10 — Merger, Interest Exchange, Conversion, and DomesticationPart 3 — Interest Exchange 4-38-1032. Plan of interest exchange. (a) A domestic limited liability company may be the acquired entity in an interest exchange under this part by approving a plan of interest exchange. The plan must be in a record and contain: (1) the name of the acquired entity; (2) the name, jurisdiction of formation, and type of entity of the acquiring entity; (3) the manner of converting the interests in the acquired entity into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing; (4) any proposed amendments to: (A) the certificate of organization of the acquired entity; and (B) the operating agreement of the acquired entity that are, or are proposed to be, in a record; (5) the other terms and conditions of the interest exchange; and (6) any other provision required by the law of this state or the operating agreement of the acquired entity. (b) In addition to the requirements of subsection (a), a plan of interest exchange may contain any other provision not prohibited by law. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 10 — Merger, Interest Exchange, Conversion, and DomesticationPart 3 — Interest Exchange 4-38-1033. Approval of interest exchange. (a) A plan of interest exchange is not effective unless it has been approved: (1) by all the members of a domestic acquired limited liability company entitled to vote on or consent to any matter; and (2) in a record, by each member of the domestic acquired limited liability company that will have interest holder liability for debts, obligations, and other liabilities that are incurred after the interest exchange becomes effective, unless: (A) the operating agreement of the company provides in a record for the approval of an interest exchange or a merger in which some or all of its members become subject to interest holder liability by the affirmative vote or consent of fewer than all the members; and (B) the member consented in a record to or voted for that provision of the operating agreement or became a member after the adoption of that provision. (b) An interest exchange involving a domestic acquired entity that is not a limited liability company is not effective unless it is approved by the domestic entity in accordance with its organic law. (c) An interest exchange involving a foreign acquired entity is not effective unless it is approved by the foreign entity in accordance with the law of the foreign entity's jurisdiction of formation. (d) Except as otherwise provided in its organic law or organic rules, the interest holders of the acquiring entity are not required to approve the interest exchange. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 10 — Merger, Interest Exchange, Conversion, and DomesticationPart 3 — Interest Exchange 4-38-1034. Amendment or abandonment of plan of interest exchange. (a) A plan of interest exchange may be amended only with the consent of each party to the plan, except as otherwise provided in the plan. (b) A domestic acquired limited liability company may approve an amendment of a plan of interest exchange: (1) in the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or (2) by its managers or members in the manner provided in the plan, but a member that was entitled to vote on or consent to approval of the interest exchange is entitled to vote on or consent to any amendment of the plan that will change: (A) the amount or kind of interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing, to be received by any of the members of the acquired company under the plan; (B) the certificate of organization or operating agreement of the acquired company that will be in effect immediately after the interest exchange becomes effective, except for changes that do not require approval of the members of the acquired company under this chapter or the operating agreement; or (C) any other terms or conditions of the plan, if the change would adversely affect the member in any material respect. (c) After a plan of interest exchange has been approved and before a statement of interest exchange becomes effective, the plan may be abandoned as provided in the plan. Unless prohibited by the plan, a domestic acquired limited liability company may abandon the plan in the same manner as the plan was approved. (d) If a plan of interest exchange is abandoned after a statement of interest exchange has been delivered to the Secretary of State for filing and before the statement becomes effective, a statement of abandonment, signed by the acquired limited liability company, must be delivered to the Secretary of State for filing before the statement of interest exchange becomes effective. The statement of abandonment takes effect on filing, and the interest exchange is abandoned and does not become effective. The statement of abandonment must contain: (1) the name of the acquired company; (2) the date on which the statement of interest exchange was filed by the Secretary of State; and (3) a statement that the interest exchange has been abandoned in accordance with this section. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 10 — Merger, Interest Exchange, Conversion, and DomesticationPart 3 — Interest Exchange 4-38-1035. Statement of interest exchange; Effective date of interest exchange. (a) A statement of interest exchange must be signed by a domestic acquired limited liability company and delivered to the Secretary of State for filing. (b) A statement of interest exchange must contain: (1) the name of the acquired limited liability company; (2) the name, jurisdiction of formation, and type of entity of the acquiring entity; (3) a statement that the plan of interest exchange was approved by the acquired company in accordance with this part; and (4) any amendments to the acquired company's certificate of organization approved as part of the plan of interest exchange. (c) In addition to the requirements of subsection (b), a statement of interest exchange may contain any other provision not prohibited by law. (d) A plan of interest exchange that is signed by a domestic acquired limited liability company and meets all the requirements of subsection (b) may be delivered to the Secretary of State for filing instead of a statement of interest exchange and on filing has the same effect. If a plan of interest exchange is filed as provided in this subsection, references in this subchapter to a statement of interest exchange refer to the plan of interest exchange filed under this subsection. (e) An interest exchange becomes effective when the statement of interest exchange is effective. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 10 — Merger, Interest Exchange, Conversion, and DomesticationPart 3 — Interest Exchange 4-38-1036. Effect of interest exchange. (a) When an interest exchange in which the acquired entity is a domestic limited liability company becomes effective: (1) the interests in the acquired company which are the subject of the interest exchange are converted, and the members holding those interests are entitled only to the rights provided to them under the plan of interest exchange and to any appraisal rights they have under § 4-38-1006; (2) the acquiring entity becomes the interest holder of the interests in the acquired company stated in the plan of interest exchange to be acquired by the acquiring entity; (3) the certificate of organization of the acquired company is amended to the extent provided in the statement of interest exchange; and (4) the provisions of the operating agreement of the acquired company that are to be in a record, if any, are amended to the extent provided in the plan of interest exchange. (b) Except as otherwise provided in the operating agreement of a domestic acquired limited liability company, the interest exchange does not give rise to any rights that a member, manager, or third party would have upon a dissolution, liquidation, or winding up of the acquired company. (c) When an interest exchange becomes effective, a person that did not have interest holder liability with respect to a domestic acquired limited liability company and becomes subject to interest holder liability with respect to a domestic entity as a result of the interest exchange has interest holder liability only to the extent provided by the organic law of the entity and only for those debts, obligations, and other liabilities that are incurred after the interest exchange becomes effective. (d) When an interest exchange becomes effective, the interest holder liability of a person that ceases to hold an interest in a domestic acquired limited liability company with respect to which the person had interest holder liability is subject to the following rules: (1) The interest exchange does not discharge any interest holder liability under this chapter to the extent the interest holder liability was incurred before the interest exchange became effective. (2) The person does not have interest holder liability under this chapter for any debt, obligation, or other liability that is incurred after the interest exchange becomes effective. (3) This chapter continues to apply to the release, collection, or discharge of any interest holder liability preserved under paragraph (1) as if the interest exchange had not occurred. (4) The person has whatever rights of contribution from any other person as are provided by this chapter, law other than this chapter, or the operating agreement of the acquired company with respect to any interest holder liability preserved under paragraph (1) as if the interest exchange had not occurred. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 10 — Merger, Interest Exchange, Conversion, and DomesticationPart 4 — Conversion 4-38-1041. Conversion authorized. (a) By complying with this part, a domestic limited liability company may become: (1) a domestic entity that is a different type of entity; or (2) a foreign entity that is a different type of entity, if the conversion is authorized by the law of the foreign entity's jurisdiction of formation. (b) By complying with the provisions of this part applicable to foreign entities, a foreign entity that is not a foreign limited liability company may become a domestic limited liability company if the conversion is authorized by the law of the foreign entity's jurisdiction of formation. (c) If a protected agreement contains a provision that applies to a merger of a domestic limited liability company but does not refer to a conversion, the provision applies to a conversion of the company as if the conversion were a merger until the provision is amended after September 1, 2021. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 10 — Merger, Interest Exchange, Conversion, and DomesticationPart 4 — Conversion 4-38-1042. Plan of conversion. (a) A domestic limited liability company may convert to a different type of entity under this part by approving a plan of conversion. The plan must be in a record and contain: (1) the name of the converting limited liability company; (2) the name, jurisdiction of formation, and type of entity of the converted entity; (3) the manner of converting the interests in the converting limited liability company into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing; (4) the proposed public organic record of the converted entity if it will be a filing entity; (5) the full text of the private organic rules of the converted entity which are proposed to be in a record; (6) the other terms and conditions of the conversion; and (7) any other provision required by the law of this state or the operating agreement of the converting limited liability company. (b) In addition to the requirements of subsection (a), a plan of conversion may contain any other provision not prohibited by law. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 10 — Merger, Interest Exchange, Conversion, and DomesticationPart 4 — Conversion 4-38-1043. Approval of conversion. (a) A plan of conversion is not effective unless it has been approved: (1) by a domestic converting limited liability company, by all the members of the limited liability company entitled to vote on or consent to any matter; and (2) in a record, by each member of a domestic converting limited liability company which will have interest holder liability for debts, obligations, and other liabilities that are incurred after the conversion becomes effective, unless: (A) the operating agreement of the company provides in a record for the approval of a conversion or a merger in which some or all of its members become subject to interest holder liability by the affirmative vote or consent of fewer than all the members; and (B) the member voted for or consented in a record to that provision of the operating agreement or became a member after the adoption of that provision. (b) A conversion involving a domestic converting entity that is not a limited liability company is not effective unless it is approved by the domestic converting entity in accordance with its organic law. (c) A conversion of a foreign converting entity is not effective unless it is approved by the foreign entity in accordance with the law of the foreign entity's jurisdiction of formation. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 10 — Merger, Interest Exchange, Conversion, and DomesticationPart 4 — Conversion 4-38-1044. Amendment or abandonment of plan of conversion. (a) A plan of conversion of a domestic converting limited liability company may be amended: (1) in the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or (2) by its managers or members in the manner provided in the plan, but a member that was entitled to vote on or consent to approval of the conversion is entitled to vote on or consent to any amendment of the plan that will change: (A) the amount or kind of interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing, to be received by any of the members of the converting company under the plan; (B) the public organic record, if any, or private organic rules of the converted entity which will be in effect immediately after the conversion becomes effective, except for changes that do not require approval of the interest holders of the converted entity under its organic law or organic rules; or (C) any other terms or conditions of the plan, if the change would adversely affect the member in any material respect. (b) After a plan of conversion has been approved by a domestic converting limited liability company and before a statement of conversion becomes effective, the plan may be abandoned as provided in the plan. Unless prohibited by the plan, a domestic converting limited liability company may abandon the plan in the same manner as the plan was approved. (c) If a plan of conversion is abandoned after a statement of conversion has been delivered to the Secretary of State for filing and before the statement becomes effective, a statement of abandonment, signed by the converting entity, must be delivered to the Secretary of State for filing before the statement of conversion becomes effective. The statement of abandonment takes effect on filing, and the conversion is abandoned and does not become effective. The statement of abandonment must contain: (1) the name of the converting limited liability company; (2) the date on which the statement of conversion was filed by the Secretary of State; and (3) a statement that the conversion has been abandoned in accordance with this section. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 10 — Merger, Interest Exchange, Conversion, and DomesticationPart 4 — Conversion 4-38-1045. Statement of conversion — Effective date of conversion. (a) A statement of conversion must be signed by the converting entity and delivered to the Secretary of State for filing. (b) A statement of conversion must contain: (1) the name, jurisdiction of formation, and type of entity of the converting entity; (2) the name, jurisdiction of formation, and type of entity of the converted entity; (3) if the converting entity is a domestic limited liability company, a statement that the plan of conversion was approved in accordance with this part or, if the converting entity is a foreign entity, a statement that the conversion was approved by the foreign entity in accordance with the law of its jurisdiction of formation; (4) if the converted entity is a domestic filing entity, its public organic record, as an attachment; and (5) if the converted entity is a domestic limited liability partnership, its statement of qualification, as an attachment. (c) In addition to the requirements of subsection (b), a statement of conversion may contain any other provision not prohibited by law. (d) If the converted entity is a domestic entity, its public organic record, if any, must satisfy the requirements of the law of this state, except that the public organic record does not need to be signed. (e) A plan of conversion that is signed by a domestic converting limited liability company and meets all the requirements of subsection (b) may be delivered to the Secretary of State for filing instead of a statement of conversion and on filing has the same effect. If a plan of conversion is filed as provided in this subsection, references in this subchapter to a statement of conversion refer to the plan of conversion filed under this subsection. (f) If the converted entity is a domestic limited liability company, the conversion becomes effective when the statement of conversion is effective. In all other cases, the conversion becomes effective on the later of: (1) the date and time provided by the organic law of the converted entity; and (2) when the statement is effective. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 10 — Merger, Interest Exchange, Conversion, and DomesticationPart 4 — Conversion 4-38-1046. Effect of conversion. (a) When a conversion becomes effective: (1) the converted entity is: (A) organized under and subject to the organic law of the converted entity; and (B) the same entity without interruption as the converting entity; (2) all property of the converting entity continues to be vested in the converted entity without transfer, reversion, or impairment; (3) all debts, obligations, and other liabilities of the converting entity continue as debts, obligations, and other liabilities of the converted entity; (4) except as otherwise provided by law or the plan of conversion, all the rights, privileges, immunities, powers, and purposes of the converting entity remain in the converted entity; (5) the name of the converted entity may be substituted for the name of the converting entity in any pending action or proceeding; (6) the certificate of organization of the converted entity becomes effective; (7) the provisions of the operating agreement of the converted entity which are to be in a record, if any, approved as part of the plan of conversion become effective; and (8) the interests in the converting entity are converted, and the interest holders of the converting entity are entitled only to the rights provided to them under the plan of conversion and to any appraisal rights they have under § 4-38-1006. (b) Except as otherwise provided in the operating agreement of a domestic converting limited liability company, the conversion does not give rise to any rights that a member, manager, or third party would have upon a dissolution, liquidation, or winding up of the converting entity. (c) When a conversion becomes effective, a person that did not have interest holder liability with respect to the converting entity and becomes subject to interest holder liability with respect to a domestic entity as a result of the conversion has interest holder liability only to the extent provided by the organic law of the entity and only for those debts, obligations, and other liabilities that are incurred after the conversion becomes effective. (d) When a conversion becomes effective, the interest holder liability of a person that ceases to hold an interest in a domestic converting limited liability company with respect to which the person had interest holder liability is subject to the following rules: (1) The conversion does not discharge any interest holder liability under this chapter to the extent the interest holder liability was incurred before the conversion became effective; (2) The person does not have interest holder liability under this chapter for any debt, obligation, or other liability that arises after the conversion becomes effective; (3) This chapter continues to apply to the release, collection, or discharge of any interest holder liability preserved under paragraph (1) as if the conversion had not occurred; and (4) The person has whatever rights of contribution from any other person as are provided by this chapter, law other than this chapter, or the organic rules of the converting entity with respect to any interest holder liability preserved under paragraph (1) as if the conversion had not occurred. (e) When a conversion becomes effective, a foreign entity that is the converted entity may be served with process in this state for the collection and enforcement of any of its debts, obligations, and other liabilities as provided in § 4-38-119. (f) If the converting entity is a registered foreign entity, its registration to do business in this state is canceled when the conversion becomes effective. (g) A conversion does not require the entity to wind up its affairs and does not constitute or cause the dissolution of the entity. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 10 — Merger, Interest Exchange, Conversion, and DomesticationPart 5 — Domestication 4-38-1051. Domestication authorized. (a) By complying with this part, a domestic limited liability company may become a foreign limited liability company if the domestication is authorized by the law of the foreign jurisdiction. (b) By complying with the provisions of this part applicable to foreign limited liability companies, a foreign limited liability company may become a domestic limited liability company if the domestication is authorized by the law of the foreign limited liability company's jurisdiction of formation. (c) If a protected agreement contains a provision that applies to a merger of a domestic limited liability company but does not refer to a domestication, the provision applies to a domestication of the limited liability company as if the domestication were a merger until the provision is amended after September 1, 2021. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 10 — Merger, Interest Exchange, Conversion, and DomesticationPart 5 — Domestication 4-38-1052. Plan of domestication. (a) A domestic limited liability company may become a foreign limited liability company in a domestication by approving a plan of domestication. The plan must be in a record and contain: (1) the name of the domesticating limited liability company; (2) the name and jurisdiction of formation of the domesticated limited liability company; (3) the manner of converting the interests in the domesticating limited liability company into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing; (4) the proposed certificate of organization of the domesticated limited liability company; (5) the full text of the provisions of the operating agreement of the domesticated limited liability company that are proposed to be in a record; (6) the other terms and conditions of the domestication; and (7) any other provision required by the law of this state or the operating agreement of the domesticating limited liability company. (b) In addition to the requirements of subsection (a), a plan of domestication may contain any other provision not prohibited by law. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 10 — Merger, Interest Exchange, Conversion, and DomesticationPart 5 — Domestication 4-38-1053. Approval of domestication. (a) A plan of domestication of a domestic domesticating limited liability company is not effective unless it has been approved: (1) by all the members entitled to vote on or consent to any matter; and (2) in a record, by each member that will have interest holder liability for debts, obligations, and other liabilities that are incurred after the domestication becomes effective, unless: (A) the operating agreement of the domesticating company in a record provides for the approval of a domestication or merger in which some or all of its members become subject to interest holder liability by the affirmative vote or consent of fewer than all the members; and (B) the member voted for or consented in a record to that provision of the operating agreement or became a member after the adoption of that provision. (b) A domestication of a foreign domesticating limited liability company is not effective unless it is approved in accordance with the law of the foreign limited liability company's jurisdiction of formation. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 10 — Merger, Interest Exchange, Conversion, and DomesticationPart 5 — Domestication 4-38-1054. Amendment or abandonment of plan of domestication. (a) A plan of domestication of a domestic domesticating limited liability company may be amended: (1) in the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or (2) by its managers or members in the manner provided in the plan, but a member that was entitled to vote on or consent to approval of the domestication is entitled to vote on or consent to any amendment of the plan that will change: (A) the amount or kind of interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing, to be received by any of the members of the domesticating limited liability company under the plan; (B) the certificate of organization or operating agreement of the domesticated limited liability company that will be in effect immediately after the domestication becomes effective, except for changes that do not require approval of the members of the domesticated limited liability company under its organic law or operating agreement; or (C) any other terms or conditions of the plan, if the change would adversely affect the member in any material respect. (b) After a plan of domestication has been approved by a domestic domesticating limited liability company and before a statement of domestication becomes effective, the plan may be abandoned as provided in the plan. Unless prohibited by the plan, a domestic domesticating limited liability company may abandon the plan in the same manner as the plan was approved. (c) If a plan of domestication is abandoned after a statement of domestication has been delivered to the Secretary of State for filing and before the statement becomes effective, a statement of abandonment, signed by the domesticating limited liability company, must be delivered to the Secretary of State for filing before the statement of domestication becomes effective. The statement of abandonment takes effect on filing, and the domestication is abandoned and does not become effective. The statement of abandonment must contain: (1) the name of the domesticating limited liability company; (2) the date on which the statement of domestication was filed by the Secretary of State; and (3) a statement that the domestication has been abandoned in accordance with this section. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 10 — Merger, Interest Exchange, Conversion, and DomesticationPart 5 — Domestication 4-38-1055. Statement of domestication — Effective date of domestication. (a) A statement of domestication must be signed by the domesticating limited liability company and delivered to the Secretary of State for filing. (b) A statement of domestication must contain: (1) the name and jurisdiction of formation of the domesticating limited liability company; (2) the name and jurisdiction of formation of the domesticated limited liability company; (3) if the domesticating limited liability company is a domestic limited liability company, a statement that the plan of domestication was approved in accordance with this part or, if the domesticating limited liability company is a foreign limited liability company, a statement that the domestication was approved in accordance with the law of its jurisdiction of formation; and (4) the certificate of organization of the domesticated limited liability company, as an attachment. (c) In addition to the requirements of subsection (b), a statement of domestication may contain any other provision not prohibited by law. (d) The certificate of organization of a domestic domesticated limited liability company must satisfy the requirements of this chapter, but the certificate does not need to be signed. (e) A plan of domestication that is signed by a domesticating domestic limited liability company and meets all the requirements of subsection (b) may be delivered to the Secretary of State for filing instead of a statement of domestication and on filing has the same effect. If a plan of domestication is filed as provided in this subsection, references in this subchapter to a statement of domestication refer to the plan of domestication filed under this subsection. (f) If the domesticated entity is a domestic limited liability company, the domestication becomes effective when the statement of domestication is effective. If the domesticated entity is a foreign limited liability company, the domestication becomes effective on the later of: (1) the date and time provided by the organic law of the domesticated entity; and (2) when the statement is effective. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 10 — Merger, Interest Exchange, Conversion, and DomesticationPart 5 — Domestication 4-38-1056. Effect of domestication. (a) When a domestication becomes effective: (1) the domesticated entity is: (A) organized under and subject to the organic law of the domesticated entity; and (B) the same entity without interruption as the domesticating entity; (2) all property of the domesticating entity continues to be vested in the domesticated entity without transfer, reversion, or impairment; (3) all debts, obligations, and other liabilities of the domesticating entity continue as debts, obligations, and other liabilities of the domesticated entity; (4) except as otherwise provided by law or the plan of domestication, all the rights, privileges, immunities, powers, and purposes of the domesticating entity remain in the domesticated entity; (5) the name of the domesticated entity may be substituted for the name of the domesticating entity in any pending action or proceeding; (6) the certificate of organization of the domesticated entity becomes effective; (7) the provisions of the operating agreement of the domesticated entity that are to be in a record, if any, approved as part of the plan of domestication become effective; and (8) the interests in the domesticating entity are converted to the extent and as approved in connection with the domestication, and the members of the domesticating entity are entitled only to the rights provided to them under the plan of domestication and to any appraisal rights they have under § 4-38-1006. (b) Except as otherwise provided in the organic law or operating agreement of the domesticating limited liability company, the domestication does not give rise to any rights that a member, manager, or third party would otherwise have upon a dissolution, liquidation, or winding up of the domesticating company. (c) When a domestication becomes effective, a person that did not have interest holder liability with respect to the domesticating limited liability company and becomes subject to interest holder liability with respect to a domestic company as a result of the domestication has interest holder liability only to the extent provided by this chapter and only for those debts, obligations, and other liabilities that are incurred after the domestication becomes effective. (d) When a domestication becomes effective, the interest holder liability of a person that ceases to hold an interest in a domestic domesticating limited liability company with respect to which the person had interest holder liability is subject to the following rules: (1) The domestication does not discharge any interest holder liability under this chapter to the extent the interest holder liability was incurred before the domestication became effective. (2) A person does not have interest holder liability under this chapter for any debt, obligation, or other liability that is incurred after the domestication becomes effective. (3) This chapter continues to apply to the release, collection, or discharge of any interest holder liability preserved under paragraph (1) as if the domestication had not occurred. (4) A person has whatever rights of contribution from any other person as are provided by this chapter, law other than this chapter, or the operating agreement of the domestic domesticating limited liability company with respect to any interest holder liability preserved under paragraph (1) as if the domestication had not occurred. (e) When a domestication becomes effective, a foreign limited liability company that is the domesticated company may be served with process in this state for the collection and enforcement of any of its debts, obligations, and other liabilities as provided in § 4-38-119. (f) If the domesticating limited liability company is a registered foreign entity, the registration of the company is canceled when the domestication becomes effective. (g) A domestication does not require a domestic domesticating limited liability company to wind up its affairs and does not constitute or cause the dissolution of the company. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 11 — Miscellaneous Provisions 4-38-1101. Uniformity of application and construction. 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. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 11 — Miscellaneous Provisions 4-38-1102. Relation to Electronic Signatures in Global and National Commerce Act. This chapter modifies, limits, and supersedes the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. Section 7001 et seq., but does not modify, limit, or supersede Section 101(c) of that act, 15 U.S.C. Section 7001(c), or authorize electronic delivery of any of the notices described in Section 103(b) of that act, 15 U.S.C. Section 7003(b). History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 11 — Miscellaneous Provisions 4-38-1103. Savings clause. This chapter does not affect an action commenced, proceeding brought, or right accrued before September 1, 2021. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 11 — Miscellaneous Provisions 4-38-1104. Filing, service, and copying fees. (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) Certificate of organization $50.00 (2) Application for use of indistinguishable name 25.00 (3) Application for reserved name 25.00 (4) Notice of transfer of reserved name 25.00 (5) Amendment of certificate of organization 25.00 (6) Restatement of certificate of organization with amendment of certificate of organization 25.00 (7) Articles of merger or share exchange 50.00 (8) Articles of dissolution 50.00 (9) Certificate of judicial dissolution No fee (10) Application for certificate of authority by foreign limited liability company 300.00 (11) Application for amended certificate of authority by foreign limited liability company 300.00 (12) Application for certificate of withdrawal by foreign limited liability company 50.00 (13) Certificate of revocation of authority to transact business No fee (14) Articles of correction 30.00 (15) Application for certificate of existence or authorization by domestic limited liability company 15.00 (16) Annual report No fee (17) Registration of foreign name 50.00 (18) Any other document required or permitted to be filed by this chapter 25.00 (19) Application of foreign limited liability company to move domicile to Arkansas 300.00 (b) (1) The Secretary of State shall collect a fee of twenty-five dollars each time process is served on him or her under this chapter. (2) The party to a proceeding causing service of process is entitled to recover the process fee as costs if the party prevails in the proceeding. (c) The Secretary of State shall collect the following fees for copying and certifying the copy of any filed document relating to a domestic or foreign limited liability company: (1) fifty cents a page for copying with a minimum charge of two dollars and fifty cents; and (2) five dollars for the certificate. (d) The Secretary of State shall collect the following fees when the documents described in this subsection are delivered to him or her by electronic means: Click here to view table. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 11 — Miscellaneous Provisions 4-38-1105. Powers of Secretary of State. The Secretary of State has the power reasonably necessary to perform the duties required of him or her by this chapter. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 11 — Miscellaneous Provisions 4-38-1106. Confidentiality. All member information contained in an annual report or in an annual franchise tax report shall be confidential and not available for public inspection, except: (1) the name and address of the limited liability company; (2) the registered agent of the limited liability company; and (3) the state where the limited liability company is registered to do business. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 11 — Miscellaneous Provisions 4-38-1107. Tax status. A limited liability company and its member or members shall be classified and taxed for Arkansas income tax purposes in the same manner as the limited liability company and its member or members are classified and taxed for federal income tax purposes. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 11 — Miscellaneous Provisions 4-38-1108. Effective date. This chapter takes effect on September 1, 2021. History Acts 2021, No. 1041, §  26. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 12 — Professional Limited Liability Companies Tit. 4, Subtit. 3., Ch. 38, Subch. 12 Note Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 12 — Professional Limited Liability Companies 4-38-1201. Applicability — Definition. (a) As used in this subchapter, “professional service” means a service that may be legally performed under a license or other legally mandated personal authorization, including without limitation services rendered by certified public accountants, architects, engineers, dentists, physicians, and attorneys at law. (b) This subchapter applies only to a limited liability company that provides a professional service. History Acts 2021 (2nd Ex. Sess.), No. 7, § 3; 2021 (2nd Ex. Sess.), No. 12, § 3. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 12 — Professional Limited Liability Companies 4-38-1202. Certification of registration. (a) A limited liability company formed under this chapter and that will engage in the practice of medicine must obtain a certificate of registration from the Arkansas State Medical Board and must comply with the statutes of the Medical Corporation Act, § 4-29-301 et seq. (b) A limited liability company formed under this chapter and that will engage in the practice of dentistry must obtain a certificate of registration and comply with the statutes in the Dental Corporation Act, § 4-29-401 et seq. (c) (1) An applicant seeking to register a limited liability company under this chapter shall obtain the necessary authorization required by its licensing authority to: (A) register as a professional limited liability company under this chapter; and (B) use the name proposed by the applicant for registration with the Secretary of State. (2) The Secretary of State may require satisfactory proof of compliance with this section before registration. History Acts 2021, No. 1041, §  26; 2021 (2nd Ex. Sess.), No. 7, § 3; 2021 (2nd Ex. Sess.), No. 12, § 3. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapter 38 Uniform Limited Liability Company ActSubchapter 12 — Professional Limited Liability Companies 4-38-1203. Name — Professional limited liability company. (a) The name of a limited liability company which performs a professional service shall contain the words “Professional Limited Liability Company” or “Professional Limited Company” or the abbreviations “P.L.L.C.”, “P.L.C.”, “PLLC”, “PLC”, and the words “Limited” and “Company” may be abbreviated as “Ltd.” or “Co.” and may not contain the name of any person who is not a member, except that the name of a former member or member of a predecessor organization may continue to be included in the name. (b) A limited liability company formed under this chapter shall have only one corporate suffix, as allowed by subsection (a). History Acts 2021, No. 1041, §  26; 2021 (2nd Ex. Sess.), No. 7, §  3; 2021 (2nd Ex. Sess.), No. 12, §  3. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 3. Corporations and AssociationsChapters 39-40 [Reserved.] Tit. 4, Subtit. 3., Ch. 39-40 Note [Reserved.] Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. Partnerships Tit. 4, Subtit. 4., Ch. 41 Note Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 42 Uniform Partnership Act Tit. 4, Subtit. 4., Ch. 42 Note Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 42 Uniform Partnership ActSubchapter 1 — Preliminary Provisions [Repealed.] 4-42-101 — 4-42-105. [Repealed.] Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 42 Uniform Partnership ActSubchapter 2 — Nature of Partnership [Repealed.] 4-42-201 — 4-42-203. [Repealed.] Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 42 Uniform Partnership ActSubchapter 3 — Relations of Partners to Persons Dealing with the Partnership [Repealed.] 4-42-301 — 4-42-309. [Repealed.] Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 42 Uniform Partnership ActSubchapter 4 — Relations of Partners to One Another [Repealed.] 4-42-401 — 4-42-406. [Repealed.] Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 42 Uniform Partnership ActSubchapter 5 — Property Rights of a Partner [Repealed.] 4-42-501 — 4-42-505. [Repealed.] Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 42 Uniform Partnership ActSubchapter 6 — Dissolution and Winding Up [Repealed.] 4-42-601 — 4-42-615. [Repealed.] Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 42 Uniform Partnership ActSubchapter 7 — Miscellaneous Provisions Tit. 4, Subtit. 4., Ch. 42, Subch. 7 Note Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 42 Uniform Partnership ActSubchapter 7 — Miscellaneous Provisions 4-42-701. [Reserved.] Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 42 Uniform Partnership ActSubchapter 7 — Miscellaneous Provisions 4-42-702. [Repealed.] Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 42 Uniform Partnership ActSubchapter 7 — Miscellaneous Provisions 4-42-703 — 4-42-706. [Repealed.] Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 42 Uniform Partnership ActSubchapter 7 — Miscellaneous Provisions 4-42-707. Use of fictitious names. (a) No domestic or foreign registered limited liability partnership shall conduct any business in this state under a fictitious name unless it first files with the Secretary of State a form supplied or approved by the Secretary of State giving the following information: (1) The fictitious name under which business is being or will be conducted by the applicant registered limited liability partnership; (2) A brief statement of the character of business to be conducted under the fictitious name; and (3) The name of the registered limited liability partnership, state of organization, and location, giving city and street address, of the registered office in the state of the applicant registered limited liability partnership. (b) Each such form shall be executed, without verification, in duplicate and filed with the Secretary of State. The Secretary of State shall retain one (1) counterpart and the other counterpart, bearing the file marks of the Secretary of State, shall be returned to the registered limited liability partnership. However, the Secretary of State shall not accept such filing if the proposed fictitious name is not distinguishable from the name of any domestic corporation, limited liability company, limited partnership, limited liability partnership, or any other entity registered with the Secretary of State, or any such foreign entity authorized to do business in the state or any name reserved or registered under § 4-27-402, § 4-27-403, § 4-38-113, § 4-38-114, or § 4-47-109. (c) Copies of such filed forms, certified by the respective filing officers, shall be admitted in evidence where the question of filing may be material. (d) If, after a filing under this section, the applicant registered limited liability partnership is dissolved, or, being a foreign registered limited liability partnership, surrenders or forfeits its rights to do business in Arkansas or, whether a domestic or foreign registered limited liability partnership, ceases to do business in Arkansas under the specified fictitious name, such registered limited liability partnership shall be obligated to file with the Secretary of State a cancellation of its privilege under this section. If such cancellation is not filed, the Secretary of State, upon satisfactory evidence, may cancel such privilege. (e) If a registered limited liability partnership which has not filed under this section has heretofore or shall hereafter become a party to any contract, deed, conveyance, assignment, or instrument of encumbrance in which such registered limited liability partnership is referred to exclusively by a fictitious name, the obligations imposed upon such registered limited liability partnership under said instrument and the right sought to be conferred upon third parties thereunder may be enforced against it; but the rights accruing to such registered limited liability partnership under said instrument may not be enforced by the registered limited liability partnership in the courts of this state until it complies with this section and pays to the Treasurer of State a civil penalty of three hundred dollars ($300), and in any suit by a registered limited liability partnership upon an instrument which identified it exclusively by a fictitious name, the registered limited liability partnership shall be required to allege compliance with this section. (f) Compliance with this section does not give a registered limited liability partnership an exclusive right to the use of the fictitious name, and the registration of a fictitious name under this section will not bar the use of the same name as the name of any domestic entity or any foreign entity authorized to do business in this state. But this chapter is not intended to bar any aggrieved party, in such a situation, from applying for equitable relief under principles of fair trade law. History Acts 1999, No. 1528, § 5; 2007, No. 15, § 4; 2021, No. 1041, § 27; 2023, No. 256, § 10. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 42 Uniform Partnership ActSubchapter 7 — Miscellaneous Provisions 4-42-708. Fees. The Secretary of State shall collect the following fees when the documents described in this section are delivered to him or her by electronic means: Click here to view table. History Acts 2001, No. 1395, § 5; 2007, No. 646, § 9. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 42 Uniform Partnership ActSubchapter 8 — Conversions, Mergers, and Consolidations [Repealed.] 4-42-801 — 4-42-806. [Repealed.] Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 43 Revised Limited Partnership Act of 1991 [Repealed.] Tit. 4, Subtit. 4., Ch. 43 Note Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 43 Revised Limited Partnership Act of 1991 [Repealed.] 4-43-101 — 4-43-1206. [Repealed.] Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 44 Uniform Limited Partnership Act [Repealed.] Tit. 4, Subtit. 4., Ch. 44 Note Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 44 Uniform Limited Partnership Act [Repealed.] 4-44-101 — 4-44-131. [Repealed.] Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 45 Foreign Limited Partnership Act [Repealed.] Tit. 4, Subtit. 4., Ch. 45 Note Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 45 Foreign Limited Partnership Act [Repealed.] 4-45-101 — 4-45-110. [Repealed.] Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 46 Uniform Partnership Act (1996) Tit. 4, Subtit. 4., Ch. 46 Note Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 46 Uniform Partnership Act (1996)Subchapter 1 — General Provisions Tit. 4, Subtit. 4., Ch. 46, Subch. 1 Note Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 46 Uniform Partnership Act (1996)Subchapter 1 — General Provisions 4-46-101. Definitions. (1) “Business” includes every trade, occupation, and profession. (2) “Debtor in bankruptcy” means a person who is the subject of: (i) an order for relief under Title 11 of the United States Code or a comparable order under a successor statute of general application; or (ii) a comparable order under federal, state, or foreign law governing insolvency. (3) “Distribution” means a transfer of money or other property from a partnership to a partner in the partner's capacity as a partner or to the partner's transferee. (4) “Foreign limited liability partnership” means a partnership that: (i) is formed under laws other than the laws of this state; and (ii) has the status of a limited liability partnership under those laws. (5) “Limited liability partnership” means a partnership that has filed a statement of qualification under § 4-46-1001 and does not have a similar statement in effect in any other jurisdiction. (6) “Partnership” means an association of two (2) or more persons to carry on as co-owners a business for profit formed under § 4-46-202, predecessor law, or comparable law of another jurisdiction. (7) “Partnership agreement” means the agreement, whether written, oral, or implied, among the partners concerning the partnership, including amendments to the partnership agreement. (8) “Partnership at will” means a partnership in which the partners have not agreed to remain partners until the expiration of a definite term or the completion of a particular undertaking. (9) “Partnership interest” or “partner's interest in the partnership” means all of a partner's interests in the partnership, including the partner's transferable interest and all management and other rights. (10) “Person” means an individual, corporation, business trust, estate, trust, partnership, association, joint venture, government, governmental subdivision, agency, or instrumentality, or any other legal or commercial entity. (11) “Property” means all property, real, personal, or mixed, tangible or intangible, or any interest therein. (12) “State” means a state of the United States, the District of Columbia, the Commonwealth of Puerto Rico, or any territory or insular possession subject to the jurisdiction of the United States. (13) “Statement” means a statement of partnership authority under § 4-46-303, a statement of denial under § 4-46-304, a statement of dissociation under § 4-46-704, a statement of dissolution under § 4-46-805, a statement of merger under § 4-46-908, a statement of qualification under § 4-46-1001, a statement of foreign qualification under § 4-46-1102, or an amendment or cancellation of any of the foregoing. (14) “Transfer” includes an assignment, conveyance, lease, mortgage, deed, and encumbrance. History Acts 1999, No. 1518, § 101; 2009, No. 408, § 10. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 46 Uniform Partnership Act (1996)Subchapter 1 — General Provisions 4-46-102. Knowledge and notice. (a) A person knows a fact if the person has actual knowledge of it. (b) A person has notice of a fact if the person: (1) knows of it; (2) has received a notification of it; or (3) has reason to know it exists from all of the facts known to the person at the time in question. (c) A person notifies or gives a notification to another by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person learns of it. (d) A person receives a notification when the notification: (1) comes to the person's attention; or (2) is duly delivered at the person's place of business or at any other place held out by the person as a place for receiving communications. (e) Except as otherwise provided in subsection (f) of this section, a person other than an individual knows, has notice, or receives a notification of a fact for purposes of a particular transaction when the individual conducting the transaction knows, has notice, or receives a notification of the fact, or in any event when the fact would have been brought to the individual's attention if the person had exercised reasonable diligence. The person exercises reasonable diligence if it maintains reasonable routines for communicating significant information to the individual conducting the transaction and there is reasonable compliance with the routines. Reasonable diligence does not require an individual acting for the person to communicate information unless the communication is part of the individual's regular duties or the individual has reason to know of the transaction and that the transaction would be materially affected by the information. (f) A partner's knowledge, notice, or receipt of a notification of a fact relating to the partnership is effective immediately as knowledge by, notice to, or receipt of a notification by the partnership, except in the case of a fraud on the partnership committed by or with the consent of that partner. History Acts 1999, No. 1518, § 102. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 46 Uniform Partnership Act (1996)Subchapter 1 — General Provisions 4-46-103. Effect of partnership agreement — Nonwaivable provisions. (a) Except as otherwise provided in subsection (b) of this section, relations among the partners and between the partners and the partnership are governed by the partnership agreement. To the extent the partnership agreement does not otherwise provide, this chapter governs relations among the partners and between the partners and the partnership. (b) The partnership agreement may not: (1) vary the rights and duties under § 4-46-105 except to eliminate the duty to provide copies of statements to all of the partners; (2) unreasonably restrict the right of access to books and records under § 4-46-403(b); (3) eliminate the duty of loyalty under § 4-46-404(b) or § 4-46-603(b)(3), but: (i) the partnership agreement may identify specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreasonable; or (ii) all of the partners or a number or percentage specified in the partnership agreement may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty; (4) unreasonably reduce the duty of care under § 4-46-404(c) or § 4-46-603(b)(3); (5) eliminate the obligation of good faith and fair dealing under § 4-46-404(d), but the partnership agreement may prescribe the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable; (6) vary the power to dissociate as a partner under § 4-46-602(a), except to require the notice under § 4-46-601(1) to be in writing; (7) vary the right of a court to expel a partner in the events specified in § 4-46-601(5); (8) vary the requirement to wind up the partnership business in cases specified in § 4-46-801(4), (5), or (6); (9) vary the law applicable to a limited liability partnership under § 4-46-106(b); or (10) restrict rights of third parties under this chapter. History Acts 1999, No. 1518, § 103. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 46 Uniform Partnership Act (1996)Subchapter 1 — General Provisions 4-46-104. Supplemental principles of law. (a) Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter. (b) If an obligation to pay interest arises under this chapter and the rate is not specified, the rate shall be six percent (6%). History Acts 1999, No. 1518, § 104. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 46 Uniform Partnership Act (1996)Subchapter 1 — General Provisions 4-46-105. Execution, filing, and recording of statements. (a) A statement may be filed in the office of the Secretary of State. A certified copy of a statement that is filed in an office in another State may be filed in the office of the Secretary of State. Either filing has the effect provided in this chapter with respect to partnership property located in or transactions that occur in this State. (b) A certified copy of a statement that has been filed in the office of the Secretary of State and recorded in the office for recording transfers of real property has the effect provided for recorded statements in this chapter. A recorded statement that is not a certified copy of a statement filed in the office of the Secretary of State does not have the effect provided for recorded statements in this chapter. (c) A statement filed by a partnership must be executed by at least two partners. Other statements must be executed by a partner or other person authorized by this chapter. An individual who executes a statement as, or on behalf of, a partner or other person named as a partner in a statement shall personally declare under penalty of perjury that the contents of the statement are accurate. (d) A person authorized by this chapter to file a statement may amend or cancel the statement by filing an amendment or cancellation that names the partnership, identifies the statement, and states the substance of the amendment or cancellation. (e) A person who files a statement pursuant to this section shall promptly send a copy of the statement to every nonfiling partner and to any other person named as a partner in the statement. Failure to send a copy of a statement to a partner or other person does not limit the effectiveness of the statement as to a person not a partner. (f) The Secretary of State shall collect a fee for filing or providing a certified copy of a statement. The officer responsible for recording transfers of real property may collect a fee for recording a statement. History Acts 1999, No. 1518, § 105. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 46 Uniform Partnership Act (1996)Subchapter 1 — General Provisions 4-46-106. Governing law. (a) Except as otherwise provided in subsection (b) of this section, the law of the jurisdiction in which a partnership has its chief executive office governs relations among the partners and between the partners and the partnership. (b) The law of this State governs relations among the partners and between the partners and the partnership and the liability of partners for an obligation of a limited liability partnership. History Acts 1999, No. 1518, § 106. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 46 Uniform Partnership Act (1996)Subchapter 1 — General Provisions 4-46-107. Partnership subject to amendment or repeal of chapter. A partnership governed by this chapter is subject to any amendment to or repeal of this chapter. History Acts 1999, No. 1518, § 107. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 46 Uniform Partnership Act (1996)Subchapter 2 — Nature of Partnership Tit. 4, Subtit. 4., Ch. 46, Subch. 2 Note Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 46 Uniform Partnership Act (1996)Subchapter 2 — Nature of Partnership 4-46-201. Partnership as entity. (a) A partnership is an entity distinct from its partners. (b) A limited liability partnership continues to be the same entity that existed before the filing of a statement of qualification under § 4-46-1001. History Acts 1999, No. 1518, § 201. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 46 Uniform Partnership Act (1996)Subchapter 2 — Nature of Partnership 4-46-202. Formation of partnership. (a) Except as otherwise provided in subsection (b) of this section, the association of two or more persons to carry on as co-owners a business for profit forms a partnership, whether or not the persons intend to form a partnership. (b) An association formed under a statute other than this chapter, a predecessor statute, or a comparable statute of another jurisdiction is not a partnership under this chapter. (c) In determining whether a partnership is formed, the following rules apply: (1) Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property, or part ownership does not by itself establish a partnership, even if the co-owners share profits made by the use of the property. (2) The sharing of gross returns does not by itself establish a partnership, even if the persons sharing them have a joint or common right or interest in property from which the returns are derived. (3) A person who receives a share of the profits of a business is presumed to be a partner in the business, unless the profits were received in payment: (i) of a debt by installments or otherwise; (ii) for services as an independent contractor or of wages or other compensation to an employee; (iii) of rent; (iv) of an annuity or other retirement or health benefit to a beneficiary, representative, or designee of a deceased or retired partner; (v) of interest or other charge on a loan, even if the amount of payment varies with the profits of the business, including a direct or indirect present or future ownership of the collateral, or rights to income, proceeds, or increase in value derived from the collateral; or (vi) for the sale of the goodwill of a business or other property by installments or otherwise. History Acts 1999, No. 1518, § 202. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 46 Uniform Partnership Act (1996)Subchapter 2 — Nature of Partnership 4-46-203. Partnership property. Property acquired by a partnership is property of the partnership and not of the partners individually. History Acts 1999, No. 1518, § 203. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 46 Uniform Partnership Act (1996)Subchapter 2 — Nature of Partnership 4-46-204. When property is partnership property. (a) Property is partnership property if acquired in the name of: (1) the partnership; or (2) one or more partners with an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership but without an indication of the name of the partnership. (b) Property is acquired in the name of the partnership by a transfer to: (1) the partnership in its name; or (2) one or more partners in their capacity as partners in the partnership, if the name of the partnership is indicated in the instrument transferring title to the property. (c) Property is presumed to be partnership property if purchased with partnership assets, even if not acquired in the name of the partnership or of one or more partners with an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership. (d) Property acquired in the name of one or more of the partners, without an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership and without use of partnership assets, is presumed to be separate property, even if used for partnership purposes. History Acts 1999, No. 1518, § 204. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 46 Uniform Partnership Act (1996)Subchapter 3 — Relations of Partners to Persons Dealing with Partnership Tit. 4, Subtit. 4., Ch. 46, Subch. 3 Note Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 46 Uniform Partnership Act (1996)Subchapter 3 — Relations of Partners to Persons Dealing with Partnership 4-46-301. Partner agent of partnership. Subject to the effect of a statement of partnership authority under § 4-46-303: (1) Each partner is an agent of the partnership for the purpose of its business. An act of a partner, including the execution of an instrument in the partnership name, for apparently carrying on in the ordinary course the partnership business or business of the kind carried on by the partnership binds the partnership, unless the partner had no authority to act for the partnership in the particular matter and the person with whom the partner was dealing knew or had received a notification that the partner lacked authority. (2) An act of a partner which is not apparently for carrying on in the ordinary course the partnership business or business of the kind carried on by the partnership binds the partnership only if the act was authorized by the other partners. History Acts 1999, No. 1518, § 301. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 46 Uniform Partnership Act (1996)Subchapter 3 — Relations of Partners to Persons Dealing with Partnership 4-46-302. Transfer of partnership property. (a) Partnership property may be transferred as follows: (1) Subject to the effect of a statement of partnership authority under § 4-46-303, partnership property held in the name of the partnership may be transferred by an instrument of transfer executed by a partner in the partnership name. (2) Partnership property held in the name of one or more partners with an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, but without an indication of the name of the partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held. (3) Partnership property held in the name of one or more persons other than the partnership, without an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held. (b) A partnership may recover partnership property from a transferee only if it proves that execution of the instrument of initial transfer did not bind the partnership under § 4-46-301 and: (1) as to a subsequent transferee who gave value for property transferred under subdivision (a)(1) and (2) of this section, proves that the subsequent transferee knew or had received a notification that the person who executed the instrument of initial transfer lacked authority to bind the partnership; or (2) as to a transferee who gave value for property transferred under subdivision (a)(3) of this section, proves that the transferee knew or had received a notification that the property was partnership property and that the person who executed the instrument of initial transfer lacked authority to bind the partnership. (c) A partnership may not recover partnership property from a subsequent transferee if the partnership would not have been entitled to recover the property, under subsection (b) of this section, from any earlier transferee of the property. (d) If a person holds all of the partners' interests in the partnership, all of the partnership property vests in that person. The person may execute a document in the name of the partnership to evidence vesting of the property in that person and may file or record the document. History Acts 1999, No. 1518, § 302. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 46 Uniform Partnership Act (1996)Subchapter 3 — Relations of Partners to Persons Dealing with Partnership 4-46-303. Statement of partnership authority. (a) A partnership may file a statement of partnership authority, which: (1) must include: (i) the name of the partnership; (ii) the street address of its chief executive office and of one office in this State, if there is one; (iii) the names and mailing addresses of all of the partners or of an agent appointed and maintained by the partnership for the purpose of subsection (b) of this section; and (iv) the names of the partners authorized to execute an instrument transferring real property held in the name of the partnership; and (2) may state the authority, or limitations on the authority, of some or all of the partners to enter into other transactions on behalf of the partnership and any other matter. (b) If a statement of partnership authority names an agent, the agent shall maintain a list of the names and mailing addresses of all of the partners and make it available to any person on request for good cause shown. (c) If a filed statement of partnership authority is executed pursuant to § 4-46-105(c) and states the name of the partnership but does not contain all of the other information required by subsection (a) of this section, the statement nevertheless operates with respect to a person not a partner as provided in subsections (d) and (e) of this section. (d) Except as otherwise provided in subsection (g) of this section, a filed statement of partnership authority supplements the authority of a partner to enter into transactions on behalf of the partnership as follows: (1) Except for transfers of real property, a grant of authority contained in a filed statement of partnership authority is conclusive in favor of a person who gives value without knowledge to the contrary, so long as and to the extent that a limitation on that authority is not then contained in another filed statement. A filed cancellation of a limitation on authority revives the previous grant of authority. (2) A grant of authority to transfer real property held in the name of the partnership contained in a certified copy of a filed statement of partnership authority recorded in the office for recording transfers of that real property is conclusive in favor of a person who gives value without knowledge to the contrary, so long as and to the extent that a certified copy of a filed statement containing a limitation on that authority is not then of record in the office for recording transfers of that real property. The recording in the office for recording transfers of that real property of a certified copy of a filed cancellation of a limitation on authority revives the previous grant of authority. (e) A person not a partner is deemed to know of a limitation on the authority of a partner to transfer real property held in the name of the partnership if a certified copy of the filed statement containing the limitation on authority is of record in the office for recording transfers of that real property. (f) Except as otherwise provided in subsections (d) and (e) of this section and §§ 4-46-704 and 4-46-805, a person not a partner is not deemed to know of a limitation on the authority of a partner merely because the limitation is contained in a filed statement. (g) Unless earlier canceled, a filed statement of partnership authority is canceled by operation of law five years after the date on which the statement, or the most recent amendment, was filed with the Secretary of State. History Acts 1999, No. 1518, § 303. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 46 Uniform Partnership Act (1996)Subchapter 3 — Relations of Partners to Persons Dealing with Partnership 4-46-304. Statement of denial. A partner or other person named as a partner in a filed statement of partnership authority or in a list maintained by an agent pursuant to § 4-46-303(b) may file a statement of denial stating: (1) The name of the partnership; (2) The name of the person filing the denial; and (3) The fact that is being denied which may include denial of a person's authority or status as a partner. A statement of denial is a limitation on authority as provided in § 4-46-303(d) and (e). History Acts 1999, No. 1518, § 304. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 46 Uniform Partnership Act (1996)Subchapter 3 — Relations of Partners to Persons Dealing with Partnership 4-46-305. Partnership liable for partner's actionable conduct. (a) A partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a partner acting in the ordinary course of business of the partnership or with authority of the partnership. (b) If, in the course of the partnership's business or while acting with authority of the partnership, a partner receives or causes the partnership to receive money or property of a person not a partner, and the money or property is misapplied by a partner, the partnership is liable for the loss. History Acts 1999, No. 1518, § 305. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 46 Uniform Partnership Act (1996)Subchapter 3 — Relations of Partners to Persons Dealing with Partnership 4-46-306. Partner's liability. (a) Except as otherwise provided in subsections (b) and (c) of this section, all partners are liable jointly and severally for all obligations of the partnership unless otherwise agreed by the claimant or provided by law. (b) A person admitted as a partner into an existing partnership is not personally liable for any partnership obligation incurred before the person's admission as a partner. (c) An obligation of a partnership incurred while the partnership is a limited liability partnership, whether arising in contract, tort, or otherwise, is solely the obligation of the partnership. A partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for such a partnership obligation solely by reason of being or so acting as a partner. This subsection applies notwithstanding anything inconsistent in the partnership agreement that existed immediately before the vote required to become a limited liability partnership under § 4-46-1001(b). History Acts 1999, No. 1518, § 306. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 46 Uniform Partnership Act (1996)Subchapter 3 — Relations of Partners to Persons Dealing with Partnership 4-46-307. Actions by and against partnership and partners. (a) A partnership may sue and be sued in the name of the partnership. (b) An action may be brought against the partnership and, to the extent not inconsistent with § 4-46-306, any or all of the partners in the same action or in separate actions. (c) A judgment against a partnership is not by itself a judgment against a partner. A judgment against a partnership may not be satisfied from a partner's assets unless there is also a judgment against the partner. (d) A judgment creditor of a partner may not levy execution against the assets of the partner to satisfy a judgment based on a claim against the partnership unless the partner is personally liable for the claim under § 4-46-306 and: (1) a judgment based on the same claim has been obtained against the partnership and a writ of execution on the judgment has been returned unsatisfied in whole or in part; (2) the partnership is a debtor in bankruptcy; (3) the partner has agreed that the creditor need not exhaust partnership assets; (4) a court grants permission to the judgment creditor to levy execution against the assets of a partner based on a finding that partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of partnership assets is excessively burdensome, or that the grant of permission is an appropriate exercise of the court's equitable powers; or (5) liability is imposed on the partner by law or contract independent of the existence of the partnership. (e) This section applies to any partnership liability or obligation resulting from a representation by a partner or purported partner under § 4-46-308. History Acts 1999, No. 1518, § 307. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 46 Uniform Partnership Act (1996)Subchapter 3 — Relations of Partners to Persons Dealing with Partnership 4-46-308. Liability of purported partner. (a) If a person, by words or conduct, purports to be a partner, or consents to being represented by another as a partner, in a partnership or with one or more persons not partners, the purported partner is liable to a person to whom the representation is made, if that person, relying on the representation, enters into a transaction with the actual or purported partnership. If the representation, either by the purported partner or by a person with the purported partner's consent, is made in a public manner, the purported partner is liable to a person who relies upon the purported partnership even if the purported partner is not aware of being held out as a partner to the claimant. If partnership liability results, the purported partner is liable with respect to that liability as if the purported partner were a partner. If no partnership liability results, the purported partner is liable with respect to that liability jointly and severally with any other person consenting to the representation. (b) If a person is thus represented to be a partner in an existing partnership, or with one or more persons not partners, the purported partner is an agent of persons consenting to the representation to bind them to the same extent and in the same manner as if the purported partner were a partner, with respect to persons who enter into transactions in reliance upon the representation. If all of the partners of the existing partnership consent to the representation, a partnership act or obligation results. If fewer than all of the partners of the existing partnership consent to the representation, the person acting and the partners consenting to the representation are jointly and severally liable. (c) A person is not liable as a partner merely because the person is named by another in a statement of partnership authority. (d) A person does not continue to be liable as a partner merely because of a failure to file a statement of dissociation or to amend a statement of partnership authority to indicate the partner's dissociation from the partnership. (e) Except as otherwise provided in subsections (a) and (b) of this section, persons who are not partners as to each other are not liable as partners to other persons. History Acts 1999, No. 1518, § 308. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 46 Uniform Partnership Act (1996)Subchapter 4 — Relations of Partners to Each Other and to Partnership Tit. 4, Subtit. 4., Ch. 46, Subch. 4 Note Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 46 Uniform Partnership Act (1996)Subchapter 4 — Relations of Partners to Each Other and to Partnership 4-46-401. Partner's rights and duties. (a) Each partner is deemed to have an account that is: (1) credited with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, the partner contributes to the partnership and the partner's share of the partnership profits; and (2) charged with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, distributed by the partnership to the partner and the partner's share of the partnership losses. (b) Each partner is entitled to an equal share of the partnership profits and is chargeable with a share of the partnership losses in proportion to the partner's share of the profits. (c) A partnership shall reimburse a partner for payments made and indemnify a partner for liabilities incurred by the partner in the ordinary course of the business of the partnership or for the preservation of its business or property. (d) A partnership shall reimburse a partner for an advance to the partnership beyond the amount of capital the partner agreed to contribute. (e) A payment or advance made by a partner which gives rise to a partnership obligation under subsection (c) or (d) of this section constitutes a loan to the partnership which accrues interest from the date of the payment or advance. (f) Each partner has equal rights in the management and conduct of the partnership business. (g) A partner may use or possess partnership property only on behalf of the partnership. (h) A partner is not entitled to remuneration for services performed for the partnership, except for reasonable compensation for services rendered in winding up the business of the partnership. (i) A person may become a partner only with the consent of all of the partners. (j) A difference arising as to a matter in the ordinary course of business of a partnership may be decided by a majority of the partners. An act outside the ordinary course of business of a partnership and an amendment to the partnership agreement may be undertaken only with the consent of all of the partners. (k) This section does not affect the obligations of a partnership to other persons under § 4-46-301. History Acts 1999, No. 1518, § 401. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 46 Uniform Partnership Act (1996)Subchapter 4 — Relations of Partners to Each Other and to Partnership 4-46-402. Distributions in kind. A partner has no right to receive, and may not be required to accept, a distribution in kind. History Acts 1999, No. 1518, § 402. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 46 Uniform Partnership Act (1996)Subchapter 4 — Relations of Partners to Each Other and to Partnership 4-46-403. Partner's rights and duties with respect to information. (a) A partnership shall keep its books and records, if any, at its chief executive office. (b) A partnership shall provide partners and their agents and attorneys access to its books and records. It shall provide former partners and their agents and attorneys access to books and records pertaining to the period during which they were partners. The right of access provides the opportunity to inspect and copy books and records during ordinary business hours. A partnership may impose a reasonable charge, covering the costs of labor and material, for copies of documents furnished. (c) Each partner and the partnership shall furnish to a partner, and to the legal representative of a deceased partner or partner under legal disability: (1) without demand, any information concerning the partnership's business and affairs reasonably required for the proper exercise of the partner's rights and duties under the partnership agreement or this chapter; and (2) on demand, any other information concerning the partnership's business and affairs, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances. History Acts 1999, No. 1518, § 403. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 46 Uniform Partnership Act (1996)Subchapter 4 — Relations of Partners to Each Other and to Partnership 4-46-404. General standards of partner's conduct. (a) The only fiduciary duties a partner owes to the partnership and the other partners are the duty of loyalty and the duty of care set forth in subsections (b) and (c) of this section. (b) A partner's duty of loyalty to the partnership and the other partners is limited to the following: (1) to account to the partnership and hold as trustee for it any property, profit, or benefit derived by the partner in the conduct and winding up of the partnership business or derived from a use by the partner of partnership property, including the appropriation of a partnership opportunity; (2) to refrain from dealing with the partnership in the conduct or winding up of the partnership business as or on behalf of a party having an interest adverse to the partnership; and (3) to refrain from competing with the partnership in the conduct of the partnership business before the dissolution of the partnership. (c) A partner's duty of care to the partnership and the other partners in the conduct and winding up of the partnership business is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law. (d) A partner shall discharge the duties to the partnership and the other partners under this chapter or under the partnership agreement and exercise any rights consistently with the obligation of good faith and fair dealing. (e) A partner does not violate a duty or obligation under this chapter or under the partnership agreement merely because the partner's conduct furthers the partner's own interest. (f) A partner may lend money to and transact other business with the partnership, and as to each loan or transaction the rights and obligations of the partner are the same as those of a person who is not a partner, subject to other applicable law. (g) This section applies to a person winding up the partnership business as the personal or legal representative of the last surviving partner as if the person were a partner. History Acts 1999, No. 1518, § 404. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 46 Uniform Partnership Act (1996)Subchapter 4 — Relations of Partners to Each Other and to Partnership 4-46-405. Actions by partnership and partners. (a) A partnership may maintain an action against a partner for a breach of the partnership agreement, or for the violation of a duty to the partnership, causing harm to the partnership. (b) A partner may maintain an action against the partnership or another partner for legal or equitable relief, with or without an accounting as to partnership business, to: (1) enforce the partner's rights under the partnership agreement; (2) enforce the partner's rights under this chapter, including: (i) the partner's rights under §  4-46-401, §  4-46-403, or §  4-46-404; (ii) the partner's right on dissociation to have the partner's interest in the partnership purchased pursuant to § 4-46-701 or enforce any other right under § 4-46-601 et seq. or § 4-46-701 et seq.; or (iii) the partner's right to compel a dissolution and winding up of the partnership business under § 4-46-801 or enforce any other right under § 4-46-801 et seq.; or (3) enforce the rights and otherwise protect the interests of the partner, including rights and interests arising independently of the partnership relationship. (c) The accrual of, and any time limitation on, a right of action for a remedy under this section is governed by other law. A right to an accounting upon a dissolution and winding up does not revive a claim barred by law. History Acts 1999, No. 1518, § 405. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 46 Uniform Partnership Act (1996)Subchapter 4 — Relations of Partners to Each Other and to Partnership 4-46-406. Continuation of partnership beyond definite term or particular undertaking. (a) If a partnership for a definite term or particular undertaking is continued, without an express agreement, after the expiration of the term or completion of the undertaking, the rights and duties of the partners remain the same as they were at the expiration or completion, so far as is consistent with a partnership at will. (b) If the partners, or those of them who habitually acted in the business during the term or undertaking, continue the business without any settlement or liquidation of the partnership, they are presumed to have agreed that the partnership will continue. History Acts 1999, No. 1518, § 406. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 46 Uniform Partnership Act (1996)Subchapter 5 — Transferees and Creditors of Partner Tit. 4, Subtit. 4., Ch. 46, Subch. 5 Note Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 46 Uniform Partnership Act (1996)Subchapter 5 — Transferees and Creditors of Partner 4-46-501. Partner not co-owner of partnership property. A partner is not a co-owner of partnership property and has no interest in partnership property which can be transferred, either voluntarily or involuntarily. History Acts 1999, No. 1518, § 501. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 46 Uniform Partnership Act (1996)Subchapter 5 — Transferees and Creditors of Partner 4-46-502. Partner's transferable interest in partnership. The only transferable interest of a partner in the partnership is the partner's share of the profits and losses of the partnership and the partner's right to receive distributions. The interest is personal property. History Acts 1999, No. 1518, § 502. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 46 Uniform Partnership Act (1996)Subchapter 5 — Transferees and Creditors of Partner 4-46-503. Transfer of partner's transferable interest. (a) A transfer, in whole or in part, of a partner's transferable interest in the partnership: (1) is permissible; (2) does not by itself cause the partner's dissociation or a dissolution and winding up of the partnership business; and (3) does not, as against the other partners or the partnership, entitle the transferee, during the continuance of the partnership, to participate in the management or conduct of the partnership business, to require access to information concerning partnership transactions, or to inspect or copy the partnership books or records. (b) A transferee of a partner's transferable interest in the partnership has a right: (1) to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled; (2) to receive upon the dissolution and winding up of the partnership business, in accordance with the transfer, the net amount otherwise distributable to the transferor; and (3) to seek under § 4-46-801(6) a judicial determination that it is equitable to wind up the partnership business. (c) In a dissolution and winding up, a transferee is entitled to an account of partnership transactions only from the date of the latest account agreed to by all of the partners. (d) Upon transfer, the transferor retains the rights and duties of a partner other than the interest in distributions transferred. (e) A partnership need not give effect to a transferee's rights under this section until it has notice of the transfer. (f) A transfer of a partner's transferable interest in the partnership in violation of a restriction on transfer contained in the partnership agreement is ineffective as to a person having notice of the restriction at the time of transfer. History Acts 1999, No. 1518, § 503. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 46 Uniform Partnership Act (1996)Subchapter 5 — Transferees and Creditors of Partner 4-46-504. Partner's transferable interest subject to charging order. (a) On application by a judgment creditor of a partner or of a partner's transferee, a court having jurisdiction may charge the transferable interest of the judgment debtor to satisfy the judgment. The court may appoint a receiver of the share of the distributions due or to become due to the judgment debtor in respect of the partnership and make all other orders, directions, accounts, and inquiries the judgment debtor might have made or which the circumstances of the case may require. (b) A charging order constitutes a lien on the judgment debtor's transferable interest in the partnership. The court may order a foreclosure of the interest subject to the charging order at any time. The purchaser at the foreclosure sale has the rights of a transferee. (c) At any time before foreclosure, an interest charged may be redeemed: (1) by the judgment debtor; (2) with property other than partnership property, by one or more of the other partners; or (3) with partnership property, by one or more of the other partners with the consent of all of the partners whose interests are not so charged. (d) This chapter does not deprive a partner of a right under exemption laws with respect to the partner's interest in the partnership. (e) This section provides the exclusive remedy by which a judgment creditor of a partner or partner's transferee may satisfy a judgment out of the judgment debtor's transferable interest in the partnership. History Acts 1999, No. 1518, § 504. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 46 Uniform Partnership Act (1996)Subchapter 6 — Partner's Dissociation Tit. 4, Subtit. 4., Ch. 46, Subch. 6 Note Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 46 Uniform Partnership Act (1996)Subchapter 6 — Partner's Dissociation 4-46-601. Events causing partner's dissociation. A partner is dissociated from a partnership upon the occurrence of any of the following events: (1) the partnership's having notice of the partner's express will to withdraw as a partner or on a later date specified by the partner; (2) an event agreed to in the partnership agreement as causing the partner's dissociation; (3) the partner's expulsion pursuant to the partnership agreement; (4) the partner's expulsion by the unanimous vote of the other partners if: (i) it is unlawful to carry on the partnership business with that partner; (ii) there has been a transfer of all or substantially all of that partner's transferable interest in the partnership, other than a transfer for security purposes, or a court order charging the partner's interest, which has not been foreclosed; (iii) within 90 days after the partnership notifies a corporate partner that it will be expelled because it has filed a certificate of dissolution or the equivalent, its charter has been revoked, or its right to conduct business has been suspended by the jurisdiction of its incorporation, there is no revocation of the certificate of dissolution or no reinstatement of its charter or its right to conduct business; or (iv) a partnership that is a partner has been dissolved and its business is being wound up; (5) on application by the partnership or another partner, the partner's expulsion by judicial determination because: (i) the partner engaged in wrongful conduct that adversely and materially affected the partnership business; (ii) the partner willfully or persistently committed a material breach of the partnership agreement or of a duty owed to the partnership or the other partners under § 4-46-404; or (iii) the partner engaged in conduct relating to the partnership business which makes it not reasonably practicable to carry on the business in partnership with the partner; (6) the partner's: (i) becoming a debtor in bankruptcy; (ii) executing an assignment for the benefit of creditors; (iii) seeking, consenting to, or acquiescing in the appointment of a trustee, receiver, or liquidator of that partner or of all or substantially all of that partner's property; or (iv) failing, within 90 days after the appointment, to have vacated or stayed the appointment of a trustee, receiver, or liquidator of the partner or of all or substantially all of the partner's property obtained without the partner's consent or acquiescence, or failing within 90 days after the expiration of a stay to have the appointment vacated; (7) in the case of a partner who is an individual: (i) the partner's death; (ii) the appointment of a guardian or general conservator for the partner; or (iii) a judicial determination that the partner has otherwise become incapable of performing the partner's duties under the partnership agreement; (8) in the case of a partner that is a trust or is acting as a partner by virtue of being a trustee of a trust, distribution of the trust's entire transferable interest in the partnership, but not merely by reason of the substitution of a successor trustee; (9) in the case of a partner that is an estate or is acting as a partner by virtue of being a personal representative of an estate, distribution of the estate's entire transferable interest in the partnership, but not merely by reason of the substitution of a successor personal representative; or (10) termination of a partner who is not an individual, partnership, corporation, trust, or estate. History Acts 1999, No. 1518, § 601. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 46 Uniform Partnership Act (1996)Subchapter 6 — Partner's Dissociation 4-46-602. Partner's power to dissociate — Wrongful dissociation. (a) A partner has the power to dissociate at any time, rightfully or wrongfully, by express will pursuant to § 4-46-601(1). (b) A partner's dissociation is wrongful only if: (1) it is in breach of an express provision of the partnership agreement; or (2) in the case of a partnership for a definite term or particular undertaking, before the expiration of the term or the completion of the undertaking: (i) the partner withdraws by express will, unless the withdrawal follows within 90 days after another partner's dissociation by death or otherwise under § 4-46-601(6)-(10) or wrongful dissociation under this subsection; (ii) the partner is expelled by judicial determination under § 4-46-601(5); (iii) the partner is dissociated by becoming a debtor in bankruptcy; or (iv) in the case of a partner who is not an individual, trust other than a business trust, or estate, the partner is expelled or otherwise dissociated because it willfully dissolved or terminated. (c) A partner who wrongfully dissociates is liable to the partnership and to the other partners for damages caused by the dissociation. The liability is in addition to any other obligation of the partner to the partnership or to the other partners. History Acts 1999, No. 1518, § 602. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 46 Uniform Partnership Act (1996)Subchapter 6 — Partner's Dissociation 4-46-603. Effect of partner's dissociation. (a) If a partner's dissociation results in a dissolution and winding up of the partnership business, § 4-46-801 et seq. applies; otherwise, § 4-46-701 et seq. applies. (b) Upon a partner's dissociation: (1) the partner's right to participate in the management and conduct of the partnership business terminates, except as otherwise provided in § 4-46-803; (2) the partner's duty of loyalty under § 4-46-404(b)(3) terminates; and (3) the partner's duty of loyalty under § 4-46-404(b)(1) and (2) and duty of care under § 4-46-404(c) continue only with regard to matters arising and events occurring before the partner's dissociation, unless the partner participates in winding up the partnership's business pursuant to § 4-46-803. History Acts 1999, No. 1518, § 603. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 46 Uniform Partnership Act (1996)Subchapter 7 — Partner's Dissociation When Business Not Wound Up 4-46-701. Purchase of dissociated partner's interest. (a) If a partner is dissociated from a partnership without resulting in a dissolution and winding up of the partnership business under § 4-46-801, the partnership shall cause the dissociated partner's interest in the partnership to be purchased for a buyout price determined pursuant to subsection (b) of this section. (b) The buyout price of a dissociated partner's interest is the amount that would have been distributable to the dissociating partner under § 4-46-807(b) if, on the date of dissociation, the assets of the partnership were sold at a price equal to the greater of the liquidation value or the value based on a sale of the entire business as a going concern without the dissociated partner and the partnership were wound up as of that date. Interest must be paid from the date of dissociation to the date of payment. (c) Damages for wrongful dissociation under § 4-46-602(b), and all other amounts owing, whether or not presently due, from the dissociated partner to the partnership, must be offset against the buyout price. Interest must be paid from the date the amount owed becomes due to the date of payment. (d) A partnership shall indemnify a dissociated partner whose interest is being purchased against all partnership liabilities, whether incurred before or after the dissociation, except liabilities incurred by an act of the dissociated partner under § 4-46-702. (e) If no agreement for the purchase of a dissociated partner's interest is reached within 120 days after a written demand for payment, the partnership shall pay, or cause to be paid, in cash to the dissociated partner the amount the partnership estimates to be the buyout price and accrued interest, reduced by any offsets and accrued interest under subsection (c) of this section. (f) If a deferred payment is authorized under subsection (h) of this section, the partnership may tender a written offer to pay the amount it estimates to be the buyout price and accrued interest, reduced by any offsets under subsection (c) of this section, stating the time of payment, the amount and type of security for payment, and the other terms and conditions of the obligation. (g) The payment or tender required by subsection (e) or (f) of this section must be accompanied by the following: (1) a statement of partnership assets and liabilities as of the date of dissociation; (2) the latest available partnership balance sheet and income statement, if any; (3) an explanation of how the estimated amount of the payment was calculated; and (4) written notice that the payment is in full satisfaction of the obligation to purchase unless, within 120 days after the written notice, the dissociated partner commences an action to determine the buyout price, any offsets under subsection (c) of this section, or other terms of the obligation to purchase. (h) A partner who wrongfully dissociates before the expiration of a definite term or the completion of a particular undertaking is not entitled to payment of any portion of the buyout price until the expiration of the term or completion of the undertaking, unless the partner establishes to the satisfaction of the court that earlier payment will not cause undue hardship to the business of the partnership. A deferred payment must be adequately secured and bear interest. (i) A dissociated partner may maintain an action against the partnership, pursuant to § 4-46-405(b)(2)(ii), to determine the buyout price of that partner's interest, any offsets under subsection (c) of this section, or other terms of the obligation to purchase. The action must be commenced within 120 days after the partnership has tendered payment or an offer to pay or within one (1) year after written demand for payment if no payment or offer to pay is tendered. The court shall determine the buyout price of the dissociated partner's interest, any offset due under subsection (c) of this section, and accrued interest, and enter judgment for any additional payment or refund. If deferred payment is authorized under subsection (h) of this section, the court shall also determine the security for payment and other terms of the obligation to purchase. The court may assess reasonable attorney's fees and the fees and expenses of appraisers or other experts for a party to the action, in amounts the court finds equitable, against a party that the court finds acted arbitrarily, vexatiously, or not in good faith. The finding may be based on the partnership's failure to tender payment or an offer to pay or to comply with subsection (g) of this section. History Acts 1999, No. 1518, § 701. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 46 Uniform Partnership Act (1996)Subchapter 7 — Partner's Dissociation When Business Not Wound Up 4-46-702. Dissociated partner's power to bind and liability to partnership. (a) For two years after a partner dissociates without resulting in a dissolution and winding up of the partnership business, the partnership, including a converted or surviving organization under § 4-46-901 et seq., is bound by an act of the dissociated partner which would have bound the partnership under § 4-46-301 before dissociation only if at the time of entering into the transaction the other party: (1) reasonably believed that the dissociated partner was then a partner; (2) did not have notice of the partner's dissociation; and (3) is not deemed to have had knowledge under § 4-46-303(e) or notice under § 4-46-704(c). (b) A dissociated partner is liable to the partnership for any damage caused to the partnership arising from an obligation incurred by the dissociated partner after dissociation for which the partnership is liable under subsection (a) of this section. History Acts 1999, No. 1518, § 702; 2009, No. 408, § 11. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 46 Uniform Partnership Act (1996)Subchapter 7 — Partner's Dissociation When Business Not Wound Up 4-46-703. Dissociated partner's liability to other persons. (a) A partner's dissociation does not of itself discharge the partner's liability for a partnership obligation incurred before dissociation. A dissociated partner is not liable for a partnership obligation incurred after dissociation, except as otherwise provided in subsection (b) of this section. (b) A partner who dissociates without resulting in a dissolution and winding up of the partnership business is liable as a partner to the other party in a transaction entered into by the partnership, or a converted or surviving organization under § 4-46-901 et seq., within two years after the partner's dissociation, only if the partner is liable for the obligation under § 4-46-306 and at the time of entering into the transaction the other party: (1) reasonably believed that the dissociated partner was then a partner; (2) did not have notice of the partner's dissociation; and (3) is not deemed to have had knowledge under § 4-46-303(e) or notice under § 4-46-704(c). (c) By agreement with the partnership creditor and the partners continuing the business, a dissociated partner may be released from liability for a partnership obligation. (d) A dissociated partner is released from liability for a partnership obligation if a partnership creditor, with notice of the partner's dissociation but without the partner's consent, agrees to a material alteration in the nature or time of payment of a partnership obligation. History Acts 1999, No. 1518, § 703; 2009, No. 408, § 11. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 46 Uniform Partnership Act (1996)Subchapter 7 — Partner's Dissociation When Business Not Wound Up 4-46-704. Statement of dissociation. (a) A dissociated partner or the partnership may file a statement of dissociation stating: (1) The name of the partnership; (2) The name and mailing address of the dissociated partner; (3) That the partner is dissociated from the partnership; and (4) The date the dissociation is effective. (b) A statement of dissociation is a limitation on the authority of a dissociated partner for the purposes of § 4-46-303(d) and (e). (c) For the purposes of §§ 4-46-702(a)(3) and 4-46-703(b)(3), a person not a partner is deemed to have notice of the dissociation 90 days after the statement of dissociation is filed. History Acts 1999, No. 1518, § 704. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- LexisNexis® Service is temporarily unavailable. About LexisNexis® Privacy Policy Terms & Conditions Copyright 2026© LexisNexis ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 46 Uniform Partnership Act (1996)Subchapter 8 — Winding Up Partnership Business Tit. 4, Subtit. 4., Ch. 46, Subch. 8 Note Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 46 Uniform Partnership Act (1996)Subchapter 8 — Winding Up Partnership Business 4-46-801. Events causing dissolution and winding up of partnership business. A partnership is dissolved, and its business must be wound up, only upon the occurrence of any of the following events: (1) in a partnership at will, the partnership's having notice from a partner, other than a partner who is dissociated under § 4-46-601(2)-(10), of that partner's express will to withdraw as a partner, or on a later date specified by the partner; (2) in a partnership for a definite term or particular undertaking: (i) within 90 days after a partner's dissociation by death or otherwise under § 4-46-601(6)-(10) or wrongful dissociation under § 4-46-602(b), the express will of at least half of the remaining partners to wind up the partnership business, for which purpose a partner's rightful dissociation pursuant to § 4-46-602(b)(2)(i) constitutes the expression of that partner's will to wind up the partnership business; (ii) the express will of all of the partners to wind up the partnership business; or (iii) the expiration of the term or the completion of the undertaking; (3) an event agreed to in the partnership agreement resulting in the winding up of the partnership business; (4) an event that makes it unlawful for all or substantially all of the business of the partnership to be continued, but a cure of illegality within 90 days after notice to the partnership of the event is effective retroactively to the date of the event for purposes of this section; (5) on application by a partner, a judicial determination that: (i) the economic purpose of the partnership is likely to be unreasonably frustrated; (ii) another partner has engaged in conduct relating to the partnership business which makes it not reasonably practicable to carry on the business in partnership with that partner; or (iii) it is not otherwise reasonably practicable to carry on the partnership business in conformity with the partnership agreement; or (6) on application by a transferee of a partner's transferable interest, a judicial determination that it is equitable to wind up the partnership business: (i) after the expiration of the term or completion of the undertaking, if the partnership was for a definite term or particular undertaking at the time of the transfer or entry of the charging order that gave rise to the transfer; or (ii) at any time, if the partnership was a partnership at will at the time of the transfer or entry of the charging order that gave rise to the transfer. History Acts 1999, No. 1518, § 801. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 46 Uniform Partnership Act (1996)Subchapter 8 — Winding Up Partnership Business 4-46-802. Partnership continues after dissolution. (a) Subject to subsection (b) of this section, a partnership continues after dissolution only for the purpose of winding up its business. The partnership is terminated when the winding up of its business is completed. (b) At any time after the dissolution of a partnership and before the winding up of its business is completed, all of the partners, including any dissociating partner other than a wrongfully dissociating partner, may waive the right to have the partnership's business wound up and the partnership terminated. In that event: (1) the partnership resumes carrying on its business as if dissolution had never occurred, and any liability incurred by the partnership or a partner after the dissolution and before the waiver is determined as if dissolution had never occurred; and (2) the rights of a third party accruing under § 4-46-804(1) or arising out of conduct in reliance on the dissolution before the third party knew or received a notification of the waiver may not be adversely affected. History Acts 1999, No. 1518, § 802. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 46 Uniform Partnership Act (1996)Subchapter 8 — Winding Up Partnership Business 4-46-803. Right to wind up partnership business. (a) After dissolution, a partner who has not wrongfully dissociated may participate in winding up the partnership's business, but on application of any partner, partner's legal representative, or transferee, the court, for good cause shown, may order judicial supervision of the winding up. (b) The legal representative of the last surviving partner may wind up a partnership's business. (c) A person winding up a partnership's business may preserve the partnership business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, settle and close the partnership's business, dispose of and transfer the partnership's property, discharge the partnership's liabilities, distribute the assets of the partnership pursuant to § 4-46-807, settle disputes by mediation or arbitration, and perform other necessary acts. History Acts 1999, No. 1518, § 803. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 46 Uniform Partnership Act (1996)Subchapter 8 — Winding Up Partnership Business 4-46-804. Partner's power to bind partnership after dissolution. Subject to § 4-46-805, a partnership is bound by a partner's act after dissolution that: (1) is appropriate for winding up the partnership business; or (2) would have bound the partnership under § 4-46-301 before dissolution, if the other party to the transaction did not have notice of the dissolution. History Acts 1999, No. 1518, § 804. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 46 Uniform Partnership Act (1996)Subchapter 8 — Winding Up Partnership Business 4-46-805. Statement of dissolution. (a) After dissolution, a partner who has not wrongfully dissociated may file a statement of dissolution stating the name of the partnership and that the partnership has dissolved and is winding up its business. (b) A statement of dissolution cancels a filed statement of partnership authority for the purposes of § 4-46-303(d) and is a limitation on authority for the purposes of § 4-46-303(e). (c) For the purposes of §§ 4-46-301 and 4-46-804, a person not a partner is deemed to have notice of the dissolution and the limitation on the partners' authority as a result of the statement of dissolution ninety (90) days after it is filed. (d) After filing and, if appropriate, recording a statement of dissolution, a dissolved partnership may file and, if appropriate, record a statement of partnership authority which will operate with respect to a person not a partner as provided in § 4-46-303(d) and (e) in any transaction, whether or not the transaction is appropriate for winding up the partnership business. History Acts 1999, No. 1518, § 805. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 46 Uniform Partnership Act (1996)Subchapter 8 — Winding Up Partnership Business 4-46-806. Partner's liability to other partners after dissolution. (a) Except as otherwise provided in subsection (b) of this section and § 4-46-306, after dissolution a partner is liable to the other partners for the partner's share of any partnership liability incurred under § 4-46-804. (b) A partner who, with knowledge of the dissolution, incurs a partnership liability under § 4-46-804(2) by an act that is not appropriate for winding up the partnership business is liable to the partnership for any damage caused to the partnership arising from the liability. History Acts 1999, No. 1518, § 806. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 46 Uniform Partnership Act (1996)Subchapter 8 — Winding Up Partnership Business 4-46-807. Settlement of accounts and contributions among partners. (a) In winding up a partnership's business, the assets of the partnership, including the contributions of the partners required by this section, must be applied to discharge its obligations to creditors, including, to the extent permitted by law, partners who are creditors. Any surplus must be applied to pay in cash the net amount distributable to partners in accordance with their right to distributions under subsection (b) of this section. (b) Each partner is entitled to a settlement of all partnership accounts upon winding up the partnership business. In settling accounts among the partners, profits and losses that result from the liquidation of the partnership assets must be credited and charged to the partners' accounts. The partnership shall make a distribution to a partner in an amount equal to any excess of the credits over the charges in the partner's account. A partner shall contribute to the partnership an amount equal to any excess of the charges over the credits in the partner's account but excluding from the calculation charges attributable to an obligation for which the partner is not personally liable under § 4-46-306. (c) If a partner fails to contribute the full amount required under subsection (b) of this section, all of the other partners shall contribute, in the proportions in which those partners share partnership losses, the additional amount necessary to satisfy the partnership obligations for which they are personally liable under § 4-46-306. A partner or partner's legal representative may recover from the other partners any contributions the partner makes to the extent the amount contributed exceeds that partner's share of the partnership obligations for which the partner is personally liable under § 4-46-306. (d) After the settlement of accounts, each partner shall contribute, in the proportion in which the partner shares partnership losses, the amount necessary to satisfy partnership obligations that were not known at the time of the settlement and for which the partner is personally liable under § 4-46-306. (e) The estate of a deceased partner is liable for the partner's obligation to contribute to the partnership. (f) An assignee for the benefit of creditors of a partnership or a partner, or a person appointed by a court to represent creditors of a partnership or a partner, may enforce a partner's obligation to contribute to the partnership. History Acts 1999, No. 1518, § 807. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 46 Uniform Partnership Act (1996)Subchapter 9 — Conversion and Merger Tit. 4, Subtit. 4., Ch. 46, Subch. 9 Note Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 46 Uniform Partnership Act (1996)Subchapter 9 — Conversion and Merger 4-46-901. Definitions. In this subchapter: (1) “Constituent partnership” means a constituent organization that is a partnership (including a limited liability partnership); (2) “Constituent organization” means an organization that is party to a merger; (3) “Converted organization” means the organization into which a converting organization converts under §§ 4-46-902 — 4-46-905; (4) “Converting partnership” means a converting organization that is a partnership (including a limited liability partnership); (5) “Converting organization” means an organization that converts into another organization under § 4-46-902; (6) “Governing statute” of an organization means the statute that governs the organization's internal affairs; (7) “In a record” means maintained or kept on file by the organization at an office of the organization or with the Secretary of State; (8) (A) “Organization” means: (i) A partnership, including a limited liability partnership; (ii) A limited partnership, including a limited liability limited partnership; (iii) A limited liability company; (iv) A business trust; (v) A corporation; or (vi) Any other entity that has a governing statute. (B) “Organization” includes a domestic or foreign organization whether or not the organization is organized for profit; (9) “Organizational documents” means: (A) For a domestic or foreign general partnership, its partnership agreement and if applicable statement of qualification; (B) For a domestic or foreign limited partnership, its certificate of limited partnership and partnership agreement; (C) For a domestic or foreign limited liability company, its certificate of organization and operating agreement, or the comparable records as provided for in its governing statute; (D) For a business trust, its agreement of trust and declaration of trust; (E) For a domestic or foreign corporation for profit, its articles of incorporation, bylaws, and other agreements among its shareholders which are authorized by its governing statute or the comparable records provided for in its governing statute; and (F) For any other organization, the records that: (i) Create the organization; (ii) Determine the internal governance of the organization; and (iii) Determine the relations among the organization's owners, members, and interested parties; (10) “Personal liability” means individual financial responsibility for a debt, liability, or other obligation of an organization that is imposed on a person that co-owns, has an interest in, or is a member of the organization: (A) By the organization's governing statute solely because the person co-owns, has an interest in, or is a member of the organization; or (B) By the organization's organizational documents under a provision of the organization's governing statute authorizing the documents to make one (1) or more specified persons liable for all or specified debts, liabilities, and other obligations of the organization solely because the person or persons co-own, have an interest in, or are members of the organization; and (11) “Surviving organization” means an organization into which one (1) or more other organizations are merged. History Acts 2009, No. 408, § 6; 2023, No. 108, § 4. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 46 Uniform Partnership Act (1996)Subchapter 9 — Conversion and Merger 4-46-902. Conversion. (a) An organization other than a partnership may convert to a partnership, and a partnership may convert to another organization under this section and §§ 4-46-903 — 4-46-905 and a plan of conversion, if the: (1) Other organization's governing statute authorizes the conversion and is complied with; and (2) Conversion is not prohibited by the law of the jurisdiction that enacted the governing statute. (b) A plan of conversion must be in a record and must include the: (1) Name and form of the organization before conversion; (2) Name and form of the organization after conversion; and (3) Terms and conditions of the conversion, including the manner and basis for converting interests in the converting organization into any combination of money, interests in the converted organization, and other consideration; and (4) Organizational documents of the converted organization. History Acts 2009, No. 408, § 6. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 46 Uniform Partnership Act (1996)Subchapter 9 — Conversion and Merger 4-46-903. Action on plan of conversion by converting partnership. (a) Subject to § 4-46-910, a plan of conversion must be consented to by all of the partners of a converting partnership. (b) Subject to § 4-46-910 and any contractual rights, until a conversion is filed under § 4-46-904, a converting partnership may amend the plan or abandon the planned conversion: (1) As provided in the plan; and (2) Except as prohibited by the plan, by the same consent required to approve the plan. History Acts 2009, No. 408, § 6. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 46 Uniform Partnership Act (1996)Subchapter 9 — Conversion and Merger 4-46-904. Filings required for conversion — Effective date. (a) (1) After a plan of conversion is approved a converting partnership shall file articles of conversion with the Secretary of State. (2) The articles of conversion shall include: (A) A statement that the partnership has been converted into another organization; (B) The name and form of the converted organization and the jurisdiction of its governing statute; (C) The date the conversion is effective under the governing statute of the converted organization; (D) A statement that the conversion was approved as required by this subchapter; (E) A statement that the conversion was approved as required by the governing statute of the converted organization; (F) A statement confirming that the converted organization has filed a statement appointing an agent for service of process under § 4-20-112 if the converted organization is a foreign organization not authorized to transact business in this state; and (G) (i) A copy of the plan of conversion; or (ii) A statement that: (a) Contains the address of an office of the organization where the plan of conversion is on file; and (b) A copy of the plan of conversion will be furnished by the converting partnership on request and without cost to any partner of the converting partnership. (b) (1) If the converting organization is not a converting partnership, the converting organization shall file a statement of qualification with the Secretary of State. (2) The statement of qualification shall include, in addition to the information required by § 4-46-1001: (A) A statement that the partnership was converted from another organization; (B) The name and form of the converting organization and the jurisdiction of its governing statute; and (C) A statement that the conversion was approved in a manner that complied with the converting organization's governing statute. (c) A conversion becomes effective: (1) If the converted organization is a partnership, when the articles of conversion indicate that the conversion takes effect; and (2) If the converted organization is not a partnership, as provided by the governing statute of the converted organization. History Acts 2009, No. 408, § 6. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 46 Uniform Partnership Act (1996)Subchapter 9 — Conversion and Merger 4-46-905. Effect of conversion. (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 debts, liabilities, and other obligations of the converting organization continue as obligations of the converted organization; (3) An action or proceeding pending by or against the converting organization may be continued as if the conversion had not occurred; (4) Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of the converting organization remain vested in the converted organization; (5) Except as otherwise provided in the plan of conversion, the terms and conditions of the plan of conversion take effect; and (6) Except as otherwise agreed, the conversion does not dissolve a converting partnership under § 4-46-801 et seq. (c) (1) A converted organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any obligation owed by the converting partnership, if before the conversion the converting partnership was subject to suit in this state on the obligation. (2) A converted organization that is a foreign organization and not authorized to transact business in this state may be served with process under § 4-20-113 if the converted organization: (A) Fails to appoint an agent for service of process under § 4-20-112; (B) No longer has an agent for service of process; or (C) Has an agent for service of process that cannot with reasonable diligence be served. History Acts 2009, No. 408, § 6. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 46 Uniform Partnership Act (1996)Subchapter 9 — Conversion and Merger 4-46-906. Merger. (a) A partnership may merge with one (1) or more other constituent organizations under this section and §§ 4-46-907 — 4-46-909 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 of a jurisdiction that enacted any of the governing statutes; and (3) Each of the other organizations complies with its governing statute in effecting the merger. (b) A plan of merger must be in a record and must include: (1) The name and form of each constituent organization; (2) The name and form of the surviving organization; (3) The terms and conditions of the merger, including the manner and basis for converting the interests in each constituent organization into any combination of money, interests in the surviving organization, and other consideration; and (4) Any amendments to be made by the merger to the surviving organization's organizational documents. History Acts 2009, No. 408, § 6. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 46 Uniform Partnership Act (1996)Subchapter 9 — Conversion and Merger 4-46-907. Action on plan of merger by constituent partnership. (a) Subject to § 4-46-910, a plan of merger must be consented to by all of the partners of a constituent partnership. (b) Subject to § 4-46-910 and to any contractual rights, until a merger is filed under § 4-46-908, a constituent partnership may amend the plan or abandon the planned merger: (1) As provided in the plan; and (2) Except as prohibited by the plan, with the same consent required to approve the plan. History Acts 2009, No. 408, § 6. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 46 Uniform Partnership Act (1996)Subchapter 9 — Conversion and Merger 4-46-908. Filings required for merger — Effective date. (a) After each constituent organization has approved a merger, articles of merger must be signed by an authorized representative of each constituent organization and filed with the Secretary of State. (b) The articles of merger shall include: (1) The name and form of each constituent organization and the jurisdiction of its governing statute; (2) The name and form of the surviving organization and the jurisdiction of its governing statute; (3) The date the merger is effective under the governing statute of the surviving organization; (4) Any amendments provided for in the plan of merger for the organizational document of the surviving organization if the organizational document is required to be filed by the governing statute of the surviving organization; (5) A statement as to each constituent organization that the merger was approved as required by the organization's governing statute; (6) A statement confirming that the surviving organization has filed a statement appointing an agent for service of process under § 4-20-112 if the surviving organization is a foreign organization not authorized to transact business in this state; and (7) (A) A copy of the plan of merger; or (B) A statement that: (i) Contains the address of an office of the organization where the plan of merger is on file; and (ii) A copy of the plan of merger will be furnished by the surviving organization on request and without cost to any shareholder, member, partner, or other owner of any constituent organization; and (8) Any additional information required by the governing statute of any constituent organization. (c) A merger becomes effective under this subchapter: (1) If the surviving organization is a partnership, upon the later of: (A) Compliance with subsection (a) of this section; or (B) As specified in the articles of merger; or (2) If the surviving organization is not a partnership, as provided by the governing statute of the surviving organization. History Acts 2009, No. 408, § 6. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 46 Uniform Partnership Act (1996)Subchapter 9 — Conversion and Merger 4-46-909. Effect of merger. (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 ceases to exist vests in the surviving organization; (4) All debts, liabilities, and other obligations of each constituent organization that ceases to exist continue as obligations of the surviving organization; (5) An action or proceeding pending by or against a constituent organization that ceases to exist may continue as if the merger had not occurred; (6) Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of each constituent organization that ceases to exist vest in the surviving organization; (7) Except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect; (8) Except as otherwise agreed, if a constituent partnership ceases to exist, the merger does not dissolve the partnership under § 4-46-801 et seq.; and (9) Any amendments provided for in the articles of merger for the organizational documents of the surviving organization become effective. (b) (1) A surviving organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any obligation owed by a constituent organization, if before the merger the constituent organization was subject to suit in this state on the obligation. (2) A surviving organization that is a foreign organization and not authorized to transact business in this state may be served with process under § 4-20-113 if the surviving organization: (A) Fails to appoint an agent for service of process under § 4-20-112; (B) No longer has an agent for service of process; or (C) Has an agent for service of process that cannot with reasonable diligence be served. History Acts 2009, No. 408, § 6. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 46 Uniform Partnership Act (1996)Subchapter 9 — Conversion and Merger 4-46-910. Restrictions on approval of conversions and mergers and on relinquishing limited liability partnership status. (a) If a partner of a converting or constituent partnership will have personal liability with respect to a converted or surviving organization, approval and amendment of a plan of conversion or merger are ineffective without the consent of the partner unless: (1) The partnership's partnership agreement provides for the approval of the conversion or merger with the consent of fewer than all of the partners; and (2) The partner has consented to the provision of the partnership agreement. (b) An amendment to a statement of qualification of a limited liability partnership which deletes a statement that the partnership is a limited liability partnership is ineffective without the consent of each partner unless: (1) The partnership's partnership agreement provides for the amendment with the consent of less than all of the partners; and (2) Each partner that does not consent to the amendment has consented to the provision of the partnership agreement. (c) A partner does not give the consent required by subsection (a) or subsection (b) of this section merely by consenting to a provision of the partnership agreement that permits the partnership agreement to be amended with the consent of fewer than all the partners. History Acts 2009, No. 408, § 6. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 46 Uniform Partnership Act (1996)Subchapter 9 — Conversion and Merger 4-46-911. Liability of partner after conversion or merger. (a) A conversion or merger under this chapter does not discharge any liability under § 4-46-306 or § 4-46-703 of a person that was a partner in or dissociated as a partner from a converting or constituent partnership, but: (1) The provisions of this chapter pertaining to the collection or discharge of the liability continue to apply to the liability; (2) The converted or surviving organization is deemed to be the converting or constituent partnership under § 4-46-306 or § 4-46-703; and (3) If a person is required to pay any amount under this subsection: (A) The person has a right of contribution from each other person that was liable as a partner under § 4-46-306 when the obligation was incurred and has not been released from the obligation under § 4-46-703; and (B) The contribution due from each other person is in proportion to the right to receive distributions in the capacity of partner in effect for each other person when the obligation was incurred. (b) In addition to any other liability provided by law: (1) A person that immediately before a conversion or merger became effective was a partner in a converting or constituent partnership that was not a limited liability partnership is personally liable for each obligation of the converted or surviving organization arising from a transaction with a third party after the conversion or merger becomes effective if at the time the third party enters into the transaction, the third party: (A) Does not have notice of the conversion or merger; and (B) Reasonably believes that: (i) The converted or surviving organization is the converting or constituent partnership; (ii) The converting or constituent partnership is not a limited liability partnership; and (iii) The person is a partner in the converting or constituent partnership; and (2) A person that was dissociated as a partner from a converting or constituent partnership before the conversion or merger became effective is personally liable for each obligation of the converted or surviving organization arising from a transaction with a third party after the conversion or merger becomes effective if: (A) Immediately before the conversion or merger became effective the converting or surviving partnership was not a limited liability partnership; and (B) At the time the third party enters into the transaction less than two (2) years have passed since the person dissociated as a partner and the third party: (i) Does not have notice of the dissociation; (ii) Does not have notice of the conversion or merger; and (iii) Reasonably believes that: (a) The converted or surviving organization is the converting or constituent partnership; (b) The converting or constituent partnership is not a constituent limited liability partnership; and (c) The person is a partner in the converting or constituent partnership. History Acts 2009, No. 408, § 6. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 46 Uniform Partnership Act (1996)Subchapter 9 — Conversion and Merger 4-46-912. Power of partners and persons dissociated as partners to bind organization after conversion or merger. (a) An act of a person that immediately before a conversion or merger became effective was a partner in a converting or constituent partnership binds the converted or surviving organization after the conversion or merger becomes effective if: (1) Before the conversion or merger became effective the act would have bound the converting or constituent partnership under § 4-46-301; and (2) At the time the third party enters into the transaction the third party: (A) Does not have notice of the conversion or merger; and (B) Reasonably believes that the converted or surviving business is the converting or constituent partnership and that the person is a partner in the converting or constituent partnership. (b) An act of a person that before a conversion or merger became effective was dissociated as a partner from a converting or constituent partnership binds the converted or surviving organization after the conversion or merger becomes effective if: (1) Before the conversion or merger became effective the act would have bound the converting or constituent partnership under § 4-46-301 if the person had been a partner; and (2) At the time the third party enters into the transaction, less than two (2) years have passed since the person dissociated as a general partner and the third party: (A) Does not have notice of the dissociation; (B) Does not have notice of the conversion or merger; and (C) Reasonably believes that the converted or surviving organization is the converting or constituent partnership and that the person is a partner in the converting or constituent partnership. (c) If a person with knowledge of the conversion or merger causes a converted or surviving organization to incur an obligation under subsection (a) or subsection (b) of this section the person is liable: (1) To the converted or surviving organization for any damage caused to the organization arising from the obligation; and (2) If another person is liable for the obligation, to the other person for any damage caused to the other person arising from the liability. History Acts 2009, No. 408, § 6. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 46 Uniform Partnership Act (1996)Subchapter 9 — Conversion and Merger 4-46-913. Chapter not exclusive. This chapter does not preclude an entity from being converted or merged under other law. History Acts 2009, No. 408, § 6. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 46 Uniform Partnership Act (1996)Subchapter 10 — Limited Liability Partnership Tit. 4, Subtit. 4., Ch. 46, Subch. 10 Note Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 46 Uniform Partnership Act (1996)Subchapter 10 — Limited Liability Partnership 4-46-1001. Statement of qualification. (a) A partnership may become a limited liability partnership pursuant to this section. (b) The terms and conditions on which a partnership becomes a limited liability partnership must be approved by the vote necessary to amend the partnership agreement except, in the case of a partnership agreement that expressly considers contribution obligations, the vote necessary to amend those provisions. (c) After the approval required by subsection (b) of this section, a partnership may become a limited liability partnership by filing a statement of qualification. The statement must contain: (1) the name of the partnership; (2) the street address of the partnership's chief executive office and, if different, the street address of an office in this State, if any; (3) if there is no office in this State, the information required by § 4-20-105(a); (4) a statement that the partnership elects to be a limited liability partnership; and (5) a deferred effective date, if any. (d) [Reserved.] (e) The status of a partnership as a limited liability partnership is effective on the later of the filing of the statement or a date specified in the statement. The status remains effective, regardless of changes in the partnership, until it is canceled pursuant to § 4-46-105(d) or revoked pursuant to § 4-46-1003. (f) The status of a partnership as a limited liability partnership and the liability of its partners is not affected by errors or later changes in the information required to be contained in the statement of qualification under subsection (c) of this section. (g) The filing of a statement of qualification establishes that a partnership has satisfied all conditions precedent to the qualification of the partnership as a limited liability partnership. (h) An amendment or cancellation of a statement of qualification is effective when it is filed or on a deferred effective date specified in the amendment or cancellation. History Acts 1999, No. 1518, § 1001; 2007, No. 638, § 53. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 46 Uniform Partnership Act (1996)Subchapter 10 — Limited Liability Partnership 4-46-1002. Name. The name of a limited liability partnership must end with “Registered Limited Liability Partnership”, “Limited Liability Partnership”, “R.L.L.P.”, “L.L.P.”, “RLLP”, or “LLP”. History Acts 1999, No. 1518, § 1002. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 46 Uniform Partnership Act (1996)Subchapter 10 — Limited Liability Partnership 4-46-1003. Annual report. (a) A limited liability partnership, and a foreign limited liability partnership authorized to transact business in this State, shall file an annual report in the office of the Secretary of State which contains: (1) the name of the limited liability partnership and the state or other jurisdiction under whose laws the foreign limited liability partnership is formed; (2) the current street address of the partnership's chief executive office and, if different, the current street address of an office in this State, if any; and (3) if there is no current office in this State, the information required by § 4-20-105(a). (b) An annual report must be filed by August 1 of each year following the calendar year in which a partnership files a statement of qualification or a foreign partnership becomes authorized to transact business in this State. (c) If on or before January 31 of each year, a limited liability partnership or foreign limited liability partnership has not filed an annual disclosure statement, the Secretary of State shall proclaim: (1) the corporate charter or authority of the limited liability partnership or foreign limited liability partnership as not current; and (2) that according to the Secretary of State's records, the limited liability partnership or foreign limited liability partnership is delinquent in the filing of the annual disclosure statement for the prior year. (d) (1) A limited liability partnership or foreign limited liability partnership whose charter or authority to do business in this state is declared not current under subdivision (c)(1) of this section shall be reinstated to all its rights, powers, and property after the limited liability partnership or foreign limited liability partnership files an annual disclosure statement for the previous four (4) years that were delinquent. (2) The annual disclosure statement shall be satisfactory to the Secretary of State. (3) Reinstatement of the limited liability partnership or foreign limited liability partnership under subdivision (d)(1) of this section shall be retroactive to the time that the limited liability partnership's or foreign limited liability partnership's authority to do business in this state was declared as not current. (e) (1) Reinstatement under subsection (d) of this section shall not be allowed after five (5) years from the date the charter or authority to do business in this state was declared not current under subdivision (c)(1) of this section. (2) After five (5) years, the limited liability partnership or foreign limited liability partnership shall be statutorily dissolved and the limited liability partnership or foreign limited liability partnership name shall become available immediately for use by another entity if deemed available by the Secretary of State. History Acts 1999, No. 1518, § 1003; 2007, No. 638, § 54; 2023, No. 715, § 2. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 46 Uniform Partnership Act (1996)Subchapter 11 — Foreign Limited Liability Partnership Tit. 4, Subtit. 4., Ch. 46, Subch. 11 Note Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 46 Uniform Partnership Act (1996)Subchapter 11 — Foreign Limited Liability Partnership 4-46-1101. Law governing foreign limited liability partnership. (a) The laws under which a foreign limited liability partnership is formed govern relations among the partners and between the partners and the partnership and the liability of partners for obligations of the partnership. (b) A foreign limited liability partnership may not be denied a statement of foreign qualification by reason of any difference between the laws under which the partnership was formed and the laws of this State. (c) A statement of foreign qualification does not authorize a foreign limited liability partnership to engage in any business or exercise any power that a partnership may not engage in or exercise in this State as a limited liability partnership. History Acts 1999, No. 1518, § 1101. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 46 Uniform Partnership Act (1996)Subchapter 11 — Foreign Limited Liability Partnership 4-46-1102. Statement of foreign qualification. (a) Before transacting business in this State, a foreign limited liability partnership must file a statement of foreign qualification. The statement must contain: (1) the name of the foreign limited liability partnership which satisfies the requirements of the State or other jurisdiction under whose laws it is formed and ends with “Registered Limited Liability Partnership”, “Limited Liability Partnership”, “R.L.L.P.”, “L.L.P.”, “RLLP”, or “LLP”; (2) the street address of the partnership's chief executive office; (3) the information required by § 4-20-105(a); and (4) a deferred effective date, if any. (b) [Reserved.] (c) The status of a partnership as a foreign limited liability partnership is effective on the later of the filing of the statement of foreign qualification or a date specified in the statement. The status remains effective, regardless of changes in the partnership, until it is canceled pursuant to § 4-46-105(d) or revoked pursuant to § 4-46-1003. (d) An amendment or cancellation of a statement of foreign qualification is effective when it is filed or on a deferred effective date specified in the amendment or cancellation. History Acts 1999, No. 1518, § 1102; 2007, No. 638, § 55. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 46 Uniform Partnership Act (1996)Subchapter 11 — Foreign Limited Liability Partnership 4-46-1103. Effect of failure to qualify. (a) A foreign limited liability partnership transacting business in this State may not maintain an action or proceeding in this State unless it has in effect a statement of foreign qualification. (b) The failure of a foreign limited liability partnership to have in effect a statement of foreign qualification does not impair the validity of a contract or act of the foreign limited liability partnership or preclude it from defending an action or proceeding in this State. (c) Limitations on personal liability of partners are not waived solely by transacting business in this State without a statement of foreign qualification. (d) If a foreign limited liability partnership transacts business in this State without a statement of foreign qualification, the Secretary of State is its agent for service of process with respect to claims for relief arising out of the transaction of business in this State. History Acts 1999, No. 1518, § 1103. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 46 Uniform Partnership Act (1996)Subchapter 11 — Foreign Limited Liability Partnership 4-46-1104. Activities not constituting transacting business. (a) Activities of a foreign limited liability partnership which do not constitute transacting business within the meaning of this subchapter include: (1) maintaining, defending, or settling an action or proceeding; (2) holding meetings of its partners or carrying on any other activity concerning its internal affairs; (3) maintaining bank accounts; (4) maintaining offices or agencies for the transfer, exchange, and registration of the partnership's own securities or maintaining trustees or depositories with respect to those securities; (5) selling through independent contractors; (6) soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this State before they become contracts; (7) creating or acquiring indebtedness, mortgages, or security interests in real or personal property; (8) securing or collecting debts or foreclosing mortgages or other security interests in property securing the debts, and holding, protecting, and maintaining property so acquired; (9) conducting an isolated transaction that is completed within thirty (30) days and is not one in the course of similar transactions of like nature; and (10) transacting business in interstate commerce. (b) For purposes of this subchapter, the ownership in this State of income-producing real property or tangible personal property, other than property excluded under subsection (a) of this section, constitutes transacting business in this State. (c) This section does not apply in determining the contacts or activities that may subject a foreign limited liability partnership to service of process, taxation, or regulation under any other law of this State. History Acts 1999, No. 1518, § 1104. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 46 Uniform Partnership Act (1996)Subchapter 11 — Foreign Limited Liability Partnership 4-46-1105. Action by Attorney General. The Attorney General may maintain an action to restrain a foreign limited liability partnership from transacting business in this State in violation of this subchapter. History Acts 1999, No. 1518, § 1105. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 46 Uniform Partnership Act (1996)Subchapter 12 — Miscellaneous Provisions Tit. 4, Subtit. 4., Ch. 46, Subch. 12 Note Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 46 Uniform Partnership Act (1996)Subchapter 12 — Miscellaneous Provisions 4-46-1201. Uniformity of application and construction. This chapter shall be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this chapter among states enacting it. History Acts 1999, No. 1518, § 1201. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 46 Uniform Partnership Act (1996)Subchapter 12 — Miscellaneous Provisions 4-46-1202. Short title. This chapter may be cited as the Uniform Partnership Act (1996). History Acts 1999, No. 1518, § 1202. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 46 Uniform Partnership Act (1996)Subchapter 12 — Miscellaneous Provisions 4-46-1203. Effective date. This chapter takes effect January 1, 2000. History Acts 1999, No. 1518, § 1203. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 46 Uniform Partnership Act (1996)Subchapter 12 — Miscellaneous Provisions 4-46-1204, 4-46-1205. [Reserved.] Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 46 Uniform Partnership Act (1996)Subchapter 12 — Miscellaneous Provisions 4-46-1206. Savings clause. This chapter does not affect an action or proceeding commenced or right accrued before this chapter takes effect. History Acts 1999, No. 1518, § 1206. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 46 Uniform Partnership Act (1996)Subchapter 12 — Miscellaneous Provisions 4-46-1207. Fees. (a) The Secretary of State shall collect the following fees when the documents described in this chapter are delivered to him or her for filing:Click here to view table. (b) (1) The Secretary of State shall collect a fee of twenty-five dollars ($25.00) each time process is served on him or her under this chapter. (2) The party to a proceeding causing service of process is entitled to recover the process fee as costs if the party prevails in the proceeding. (c) The Secretary of State shall collect the following fees for copying and certifying the copy of any filed document relating to a domestic or foreign partnership: (1) Fifty cents (50¢) a page for copying; and (2) Five dollars ($5.00) for the certificate. (d) The Secretary of State shall collect the following fees when the documents described in this chapter are delivered to him or her by electronic means: (1) Four dollars ($4.00) for the processing fee when the filing fee is $0 to $50; (2) Five dollars ($5.00) for the processing fee when the filing fee is $51 to $99; (3) Ten dollars ($10.00) for the processing fee when the filing fee is $100 to $299; and (4) Twelve dollars ($12.00) for the processing fee when the filing fee is $300 or more. History Acts 1999, No. 1518, § 1207; 2007, No. 646, § 12. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 1 — General Provisions Tit. 4, Subtit. 4., Ch. 47, Subch. 1 Note Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 1 — General Provisions 4-47-101. Short title. This chapter may be cited as the Uniform Limited Partnership Act (2001). History Acts 2007, No. 15, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 1 — General Provisions 4-47-102. Definitions. In this chapter: (1) “Certificate of limited partnership” means the certificate required by § 4-47-201. The term includes the certificate as amended or restated. (2) “Contribution”, except in the phrase “right of contribution”, means any benefit provided by a person to a limited partnership in order to become a partner or in the person's capacity as a partner. (3) “Debtor in bankruptcy” means a person that is the subject of: (A) an order for relief under Title 11 of the United States Code or a comparable order under a successor statute of general application; or (B) a comparable order under federal, state, or foreign law governing insolvency. (4) “Designated office” means: (A) with respect to a limited partnership, the office that the limited partnership is required to designate and maintain under § 4-47-114; and (B) with respect to a foreign limited partnership, its principal office. (5) “Distribution” means a transfer of money or other property from a limited partnership to a partner in the partner's capacity as a partner or to a transferee on account of a transferable interest owned by the transferee. (6) “Foreign limited liability limited partnership” means a foreign limited partnership whose general partners have limited liability for the obligations of the foreign limited partnership under a provision similar to § 4-47-404(c). (7) “Foreign limited partnership” means a partnership formed under the laws of a jurisdiction other than this State and required by those laws to have one or more general partners and one or more limited partners. The term includes a foreign limited liability limited partnership. (8) “General partner” means: (A) with respect to a limited partnership, a person that: (i) becomes a general partner under § 4-47-401; or (ii) was a general partner in a limited partnership when the limited partnership became subject to this chapter under § 4-47-1206(a) or (b); and (B) with respect to a foreign limited partnership, a person that has rights, powers, and obligations similar to those of a general partner in a limited partnership. (9) “Limited liability limited partnership”, except in the phrase “foreign limited liability limited partnership”, means a limited partnership whose certificate of limited partnership states that the limited partnership is a limited liability limited partnership. (10) “Limited partner” means: (A) with respect to a limited partnership, a person that: (i) becomes a limited partner under § 4-47-301; or (ii) was a limited partner in a limited partnership when the limited partnership became subject to this chapter under § 4-47-1206(a) or (b); and (B) with respect to a foreign limited partnership, a person that has rights, powers, and obligations similar to those of a limited partner in a limited partnership. (11) “Limited partnership”, except in the phrases “foreign limited partnership” and “foreign limited liability limited partnership”, means an entity, having one or more general partners and one or more limited partners, which is formed under this chapter by two or more persons or becomes subject to this chapter under subchapter 11 or § 4-47-1206(a) or (b). The term includes a limited liability limited partnership. (12) “Partner” means a limited partner or general partner. (13) “Partnership agreement” means the partners' agreement, whether oral, implied, in a record, or in any combination, concerning the limited partnership. The term includes the agreement as amended. (14) “Person” means an individual, corporation, business trust, estate, trust, partnership, limited liability company, association, joint venture, government or governmental subdivision, agency, or instrumentality, public corporation, or any other legal or commercial entity. (15) “Person dissociated as a general partner” means a person dissociated as a general partner of a limited partnership. (16) “Principal office” means the office where the principal executive office of a limited partnership or foreign limited partnership is located, whether or not the office is located in this State. (17) “Record” means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. (18) “Required information” means the information that a limited partnership is required to maintain under § 4-47-111. (19) “Sign” means: (A) to execute or adopt a tangible symbol with the present intent to authenticate a record; or (B) to attach or logically associate an electronic symbol, sound, or process to or with a record with the present intent to authenticate the record. (20) “State” means a State of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States. (21) “Transfer” includes an assignment, conveyance, deed, bill of sale, lease, mortgage, security interest, encumbrance, gift, and transfer by operation of law. (22) “Transferable interest” means a partner's right to receive distributions. (23) “Transferee” means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a partner. History Acts 2007, No. 15, § 1; 2007, No. 638, § 56; 2009, No. 814, § 7. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 1 — General Provisions 4-47-103. Knowledge and notice. (a) A person knows a fact if the person has actual knowledge of it. (b) A person has notice of a fact if the person: (1) knows of it; (2) has received a notification of it; (3) has reason to know it exists from all of the facts known to the person at the time in question; or (4) has notice of it under subsection (c) or (d). (c) A certificate of limited partnership on file in the office of the Secretary of State is notice that the partnership is a limited partnership and the persons designated in the certificate as general partners are general partners. Except as otherwise provided in subsection (d), the certificate is not notice of any other fact. (d) A person has notice of: (1) another person's dissociation as a general partner, 90 days after the effective date of an amendment to the certificate of limited partnership which states that the other person has dissociated or 90 days after the effective date of a statement of dissociation pertaining to the other person, whichever occurs first; (2) a limited partnership's dissolution, 90 days after the effective date of an amendment to the certificate of limited partnership stating that the limited partnership is dissolved; (3) a limited partnership's termination, 90 days after the effective date of a statement of termination; (4) a limited partnership's conversion under subchapter 11, 90 days after the effective date of the articles of conversion; or (5) a merger under subchapter 11, 90 days after the effective date of the articles of merger. (e) A person notifies or gives a notification to another person by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person learns of it. (f) A person receives a notification when the notification: (1) comes to the person's attention; or (2) is delivered at the person's place of business or at any other place held out by the person as a place for receiving communications. (g) Except as otherwise provided in subsection (h), a person other than an individual knows, has notice, or receives a notification of a fact for purposes of a particular transaction when the individual conducting the transaction for the person knows, has notice, or receives a notification of the fact, or in any event when the fact would have been brought to the individual's attention if the person had exercised reasonable diligence. A person other than an individual exercises reasonable diligence if it maintains reasonable routines for communicating significant information to the individual conducting the transaction for the person and there is reasonable compliance with the routines. Reasonable diligence does not require an individual acting for the person to communicate information unless the communication is part of the individual's regular duties or the individual has reason to know of the transaction and that the transaction would be materially affected by the information. (h) A general partner's knowledge, notice, or receipt of a notification of a fact relating to the limited partnership is effective immediately as knowledge of, notice to, or receipt of a notification by the limited partnership, except in the case of a fraud on the limited partnership committed by or with the consent of the general partner. A limited partner's knowledge, notice, or receipt of a notification of a fact relating to the limited partnership is not effective as knowledge of, notice to, or receipt of a notification by the limited partnership. History Acts 2007, No. 15, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 1 — General Provisions 4-47-104. Nature, purpose, and duration of entity. (a) A limited partnership is an entity distinct from its partners. A limited partnership is the same entity regardless of whether its certificate states that the limited partnership is a limited liability limited partnership. (b) A limited partnership may be organized under this chapter for any lawful purpose. (c) A limited partnership has a perpetual duration. History Acts 2007, No. 15, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 1 — General Provisions 4-47-105. Powers. A limited partnership has the powers to do all things necessary or convenient to carry on its activities, including the power to sue, be sued, and defend in its own name and to maintain an action against a partner for harm caused to the limited partnership by a breach of the partnership agreement or violation of a duty to the partnership. History Acts 2007, No. 15, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 1 — General Provisions 4-47-106. Governing law. The law of this State governs relations among the partners of a limited partnership and between the partners and the limited partnership and the liability of partners as partners for an obligation of the limited partnership. History Acts 2007, No. 15, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 1 — General Provisions 4-47-107. Supplemental principles of law — Rate of interest. Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter. History Acts 2007, No. 15, § 1; 2013, No. 1124, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 1 — General Provisions 4-47-108. Name. (a) The name of a limited partnership may contain the name of any partner. (b) The name of a limited partnership that is not a limited liability limited partnership must contain the phrase “limited partnership” or the abbreviation “L.P.” or “LP” and may not contain the phrase “limited liability limited partnership” or the abbreviation “LLLP” or “L.L.L.P.”. (c) The name of a limited liability limited partnership must contain the phrase “limited liability limited partnership” or the abbreviation “LLLP” or “L.L.L.P.” and must not contain the abbreviation “L.P.” or “LP.” (d) Unless authorized by subsection (f), the name of a limited partnership must be distinguishable in the records of the Secretary of State from: (1) the name of each person other than an individual incorporated, organized, or authorized to transact business in this State; and (2) each name reserved under § 4-47-109 or other state laws allowing the reservation or registration of business names, including fictitious name statutes. (e) In determining whether or not a limited liability partnership name is distinguishable under subsection (d) of this section, a limited liability partnership name that is different from the name of another entity or filing is distinguishable unless the only difference is one (1) or more of the following: (1) a suffix; (2) a definite or indefinite article; (3) the word “and” and the symbol “&”; (4) the singular, plural, or possessive form of a word; or (5) a punctuation mark or a symbol. (f) A limited partnership may apply to the Secretary of State for authorization to use a name that does not comply with subsection (d). The Secretary of State shall authorize use of the name applied for if, as to each conflicting name: (1) the present user, registrant, or owner of the conflicting name consents in a signed record to the use and submits an undertaking in a form satisfactory to the Secretary of State to change the conflicting name to a name that complies with subsection (d) and is distinguishable in the records of the Secretary of State from the name applied for; (2) the applicant delivers to the Secretary of State a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use in this State the name applied for; or (3) the applicant delivers to the Secretary of State proof satisfactory to the Secretary of State that the present user, registrant, or owner of the conflicting name: (A) has merged into the applicant; (B) has been converted into the applicant; or (C) has transferred substantially all of its assets, including the conflicting name, to the applicant. (g) Subject to § 4-47-905, this section applies to any foreign limited partnership transacting business in this State, having a certificate of authority to transact business in this State, or applying for a certificate of authority. History Acts 2007, No. 15, § 1; 2023, No. 256, § 11. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 1 — General Provisions 4-47-109. Reservation of name. (a) The exclusive right to the use of a name that complies with § 4-47-108 may be reserved by: (1) a person intending to organize a limited partnership under this chapter and to adopt the name; (2) a limited partnership or a foreign limited partnership authorized to transact business in this State intending to adopt the name; (3) a foreign limited partnership intending to obtain a certificate of authority to transact business in this State and adopt the name; (4) a person intending to organize a foreign limited partnership and intending to have it obtain a certificate of authority to transact business in this State and adopt the name; (5) a foreign limited partnership formed under the name; or (6) a foreign limited partnership formed under a name that does not comply with § 4-47-108(b) or (c), but the name reserved under this paragraph may differ from the foreign limited partnership's name only to the extent necessary to comply with § 4-47-108(b) and (c). (b) A person may apply to reserve a name under subsection (a) by delivering to the Secretary of State for filing an application that states the name to be reserved and the paragraph of subsection (a) which applies. If the Secretary of State finds that the name is available for use by the applicant, the Secretary of State shall file a statement of name reservation and thereby reserve the name for the exclusive use of the applicant for 120 days. (c) An applicant that has reserved a name pursuant to subsection (b) may reserve the same name for additional 120-day periods. A person having a current reservation for a name may not apply for another 120-day period for the same name until 90 days have elapsed in the current reservation. (d) A person that has reserved a name under this section may deliver to the Secretary of State for filing a notice of transfer that states the reserved name, the name and street and mailing address of some other person to which the reservation is to be transferred, and the paragraph of subsection (a) which applies to the other person. Subject to § 4-47-206(c), the transfer is effective when the Secretary of State files the notice of transfer. History Acts 2007, No. 15, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 1 — General Provisions 4-47-110. Effect of partnership agreement — Nonwaivable provisions. (a) Except as otherwise provided in subsection (b), the partnership agreement governs relations among the partners and between the partners and the partnership. To the extent the partnership agreement does not otherwise provide, this chapter governs relations among the partners and between the partners and the partnership. (b) A partnership agreement may not: (1) vary a limited partnership's power under § 4-47-105 to sue, be sued, and defend in its own name; (2) vary the law applicable to a limited partnership under § 4-47-106; (3) vary the requirements of § 4-47-204; (4) vary the information required under § 4-47-111 or unreasonably restrict the right to information under § 4-47-304 or § 4-47-407, but the partnership agreement may impose reasonable restrictions on the availability and use of information obtained under those sections and may define appropriate remedies, including liquidated damages, for a breach of any reasonable restriction on use; (5) eliminate the duty of loyalty under § 4-47-408, but the partnership agreement may: (A) identify specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreasonable; and (B) specify the number or percentage of partners which may authorize or ratify, after full disclosure to all partners of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty; (6) unreasonably reduce the duty of care under § 4-47-408(c); (7) eliminate the obligation of good faith and fair dealing under §§ 4-47-305(b) and 4-47-408(d), but the partnership agreement may prescribe the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable; (8) vary the power of a person to dissociate as a general partner under § 4-47-604(a) except to require that the notice under § 4-47-603(1) be in a record; (9) vary the power of a court to decree dissolution in the circumstances specified in § 4-47-802; (10) vary the requirement to wind up the partnership's business as specified in § 4-47-803; (11) unreasonably restrict the right to maintain an action under subchapter 10; (12) restrict the right of a partner under § 4-47-1110(a) to approve a conversion or merger or the right of a general partner under § 4-47-1110(b) to consent to an amendment to the certificate of limited partnership which deletes a statement that the limited partnership is a limited liability limited partnership; or (13) restrict rights under this chapter of a person other than a partner or a transferee. History Acts 2007, No. 15, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 1 — General Provisions 4-47-111. Required information. A limited partnership shall maintain at its designated office the following information: (1) a current list showing the full name and last known street and mailing address of each partner, separately identifying the general partners, in alphabetical order, and the limited partners, in alphabetical order; (2) a copy of the initial certificate of limited partnership and all amendments to and restatements of the certificate, together with signed copies of any powers of attorney under which any certificate, amendment, or restatement has been signed; (3) a copy of any filed articles of conversion or merger; (4) a copy of the limited partnership's federal, state, and local income tax returns and reports, if any, for the three most recent years; (5) a copy of any partnership agreement made in a record and any amendment made in a record to any partnership agreement; (6) a copy of any financial statement of the limited partnership for the three most recent years; (7) a copy of the three most recent annual reports delivered by the limited partnership to the Secretary of State pursuant to § 4-47-210; (8) a copy of any record made by the limited partnership during the past three years of any consent given by or vote taken of any partner pursuant to this chapter or the partnership agreement; and (9) unless contained in a partnership agreement made in a record, a record stating: (A) the amount of cash, and a description and statement of the agreed value of the other benefits, contributed and agreed to be contributed by each partner; (B) the times at which, or events on the happening of which, any additional contributions agreed to be made by each partner are to be made; (C) for any person that is both a general partner and a limited partner, a specification of what transferable interest the person owns in each capacity; and (D) any events upon the happening of which the limited partnership is to be dissolved and its activities wound up. History Acts 2007, No. 15, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 1 — General Provisions 4-47-112. Business transactions of partner with partnership. A partner may lend money to and transact other business with the limited partnership and has the same rights and obligations with respect to the loan or other transaction as a person that is not a partner. History Acts 2007, No. 15, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 1 — General Provisions 4-47-113. Dual capacity. A person may be both a general partner and a limited partner. A person that is both a general and limited partner has the rights, powers, duties, and obligations provided by this chapter and the partnership agreement in each of those capacities. When the person acts as a general partner, the person is subject to the obligations, duties and restrictions under this chapter and the partnership agreement for general partners. When the person acts as a limited partner, the person is subject to the obligations, duties and restrictions under this chapter and the partnership agreement for limited partners. History Acts 2007, No. 15, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 1 — General Provisions 4-47-114. Office and agent for service of process. (a) A limited partnership shall designate and continuously maintain in this State: (1) an office, which need not be a place of its activity in this State; and (2) an agent for service of process. (b) A foreign limited partnership shall designate and continuously maintain in this State an agent for service of process. (c) The Model Registered Agents Act, § 4-20-101 et seq.: (1) Governs the appointment, authority, powers, duties, termination of appointment, and all other provisions concerning an agent for service of process of a limited partnership or foreign limited partnership; and (2) May be used to obtain service of process upon a limited partnership or foreign limited partnership. History Acts 2009, No. 814, § 8. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 1 — General Provisions 4-47-115. Change of designated office. (a) In order to change its designated office, a limited partnership or a foreign limited partnership may deliver to the Secretary of State for filing a statement of change containing: (1) the name of the limited partnership or foreign limited partnership; (2) the street and mailing address of its current designated office; and (3) if the current designated office is to be changed, the street and mailing address of the new designated office. (4) [Reserved.] (5) [Reserved.] (b) Subject to § 4-47-206(c), a statement of change is effective when filed by the Secretary of State. History Acts 2009, No. 814, § 8. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 1 — General Provisions 4-47-116, 4-47-117. [Reserved.] Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 1 — General Provisions 4-47-118. Consent and proxies of partners. Action requiring the consent of partners under this chapter may be taken without a meeting, and a partner may appoint a proxy to consent or otherwise act for the partner by signing an appointment record, either personally or by the partner's attorney in fact. History Acts 2007, No. 15, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 2 — Formation — Certificate of Limited Partnership and Other Filings Tit. 4, Subtit. 4., Ch. 47, Subch. 2 Note Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 2 — Formation — Certificate of Limited Partnership and Other Filings 4-47-201. Formation of limited partnership — Certificate of limited partnership. (a) In order for a limited partnership to be formed, a certificate of limited partnership must be delivered to the Secretary of State for filing. The certificate must state: (1) the name of the limited partnership, which must comply with § 4-47-108; (2) the street and mailing address of the initial designated office and the information concerning the limited partnership's agent for service of process required by § 4-20-105(a); (3) the name and the street and mailing address of each general partner; (4) whether the limited partnership is a limited liability limited partnership; and (5) any additional information required by subchapter 11. (b) A certificate of limited partnership may also contain any other matters but may not vary or otherwise affect the provisions specified in § 4-47-110(b) in a manner inconsistent with that section. (c) If there has been substantial compliance with subsection (a), subject to § 4-47-206(c) a limited partnership is formed when the Secretary of State files the certificate of limited partnership. (d) Subject to subsection (b), if any provision of a partnership agreement is inconsistent with the filed certificate of limited partnership or with a filed statement of dissociation, termination, or change or filed articles of conversion or merger: (1) the partnership agreement prevails as to partners and transferees; and (2) the filed certificate of limited partnership, statement of dissociation, termination, or change or articles of conversion or merger prevail as to persons, other than partners and transferees, that reasonably rely on the filed record to their detriment. History Acts 2007, No. 15, § 1; 2007, No. 638, § 58; 2009, No. 814, § 9. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 2 — Formation — Certificate of Limited Partnership and Other Filings 4-47-202. Amendment or restatement of certificate. (a) In order to amend its certificate of limited partnership, a limited partnership must deliver to the Secretary of State for filing an amendment or, pursuant to subchapter 11, articles of merger stating: (1) the name of the limited partnership; (2) the date of filing of its initial certificate; and (3) the changes the amendment makes to the certificate as most recently amended or restated. (b) A limited partnership shall promptly deliver to the Secretary of State for filing an amendment to a certificate of limited partnership to reflect: (1) the admission of a new general partner; (2) the dissociation of a person as a general partner; or (3) the appointment of a person to wind up the limited partnership's activities under § 4-47-803(c) or (d). (c) A general partner that knows that any information in a filed certificate of limited partnership was false when the certificate was filed or has become false due to changed circumstances shall promptly: (1) cause the certificate to be amended; or (2) if appropriate, deliver to the Secretary of State for filing a statement of correction pursuant to § 4-47-207 or § 4-20-108. (d) A certificate of limited partnership may be amended at any time for any other proper purpose as determined by the limited partnership. (e) A restated certificate of limited partnership may be delivered to the Secretary of State for filing in the same manner as an amendment. (f) Subject to § 4-47-206(c), an amendment or restated certificate is effective when filed by the Secretary of State. History Acts 2007, No. 15, § 1; 2007, No. 638, § 59. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 2 — Formation — Certificate of Limited Partnership and Other Filings 4-47-203. Statement of termination. A dissolved limited partnership that has completed winding up may deliver to the Secretary of State for filing a statement of termination that states: (1) the name of the limited partnership; (2) the date of filing of its initial certificate of limited partnership; and (3) any other information as determined by the general partners filing the statement or by a person appointed pursuant to § 4-47-803(c) or (d). History Acts 2007, No. 15, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 2 — Formation — Certificate of Limited Partnership and Other Filings 4-47-204. Signing of records. (a) Each record delivered to the Secretary of State for filing pursuant to this chapter must be signed in the following manner: (1) An initial certificate of limited partnership must be signed by all general partners listed in the certificate. (2) An amendment adding or deleting a statement that the limited partnership is a limited liability limited partnership must be signed by all general partners listed in the certificate. (3) An amendment designating as general partner a person admitted under § 4-47-801(3)(B) following the dissociation of a limited partnership's last general partner must be signed by that person. (4) An amendment required by § 4-47-803(c) following the appointment of a person to wind up the dissolved limited partnership's activities must be signed by that person. (5) Any other amendment must be signed by: (A) at least one general partner listed in the certificate; (B) each other person designated in the amendment as a new general partner; and (C) each person that the amendment indicates has dissociated as a general partner, unless: (i) the person is deceased or a guardian or general conservator has been appointed for the person and the amendment so states; or (ii) the person has previously delivered to the Secretary of State for filing a statement of dissociation. (6) A restated certificate of limited partnership must be signed by at least one general partner listed in the certificate, and, to the extent the restated certificate effects a change under any other paragraph of this subsection, the certificate must be signed in a manner that satisfies that paragraph. (7) A statement of termination must be signed by all general partners listed in the certificate or, if the certificate of a dissolved limited partnership lists no general partners, by the person appointed pursuant to § 4-47-803(c) or (d) to wind up the dissolved limited partnership's activities. (8) Articles of conversion must be signed by each general partner listed in the certificate of limited partnership. (9) Articles of merger must be signed as provided in § 4-47-1108(a). (10) Any other record delivered on behalf of a limited partnership to the Secretary of State for filing must be signed by at least one general partner listed in the certificate. (11) A statement by a person pursuant to § 4-47-605(a)(4) stating that the person has dissociated as a general partner must be signed by that person. (12) A statement of withdrawal by a person pursuant to § 4-47-306 must be signed by that person. (13) A record delivered on behalf of a foreign limited partnership to the Secretary of State for filing must be signed by at least one general partner of the foreign limited partnership. (14) Any other record delivered on behalf of any person to the Secretary of State for filing must be signed by that person. (b) Any person may sign by an attorney in fact any record to be filed pursuant to this chapter. History Acts 2007, No. 15, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 2 — Formation — Certificate of Limited Partnership and Other Filings 4-47-205. Signing and filing pursuant to judicial order. (a) If a person required by this chapter to sign a record or deliver a record to the Secretary of State for filing does not do so, any other person that is aggrieved may petition the circuit court to order: (1) the person to sign the record; (2) deliver the record to the Secretary of State for filing; or (3) the Secretary of State to file the record unsigned. (b) If the person aggrieved under subsection (a) is not the limited partnership or foreign limited partnership to which the record pertains, the aggrieved person shall make the limited partnership or foreign limited partnership a party to the action. A person aggrieved under subsection (a) may seek the remedies provided in subsection (a) in the same action in combination or in the alternative. (c) A record filed unsigned pursuant to this section is effective without being signed. History Acts 2007, No. 15, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 2 — Formation — Certificate of Limited Partnership and Other Filings 4-47-206. Delivery to and filing of records by Secretary of State — Effective time and date. (a) A record authorized or required to be delivered to the Secretary of State for filing under this chapter must be captioned to describe the record's purpose, be in a medium permitted by the Secretary of State, and be delivered to the Secretary of State. Unless the Secretary of State determines that a record does not comply with the filing requirements of this chapter, and if all filing fees have been paid, the Secretary of State shall file the record and: (1) for a statement of dissociation, send: (A) a copy of the filed statement and a receipt for the fees to the person which the statement indicates has dissociated as a general partner; and (B) a copy of the filed statement and receipt to the limited partnership; (2) for a statement of withdrawal, send: (A) a copy of the filed statement and a receipt for the fees to the person on whose behalf the record was filed; and (B) if the statement refers to an existing limited partnership, a copy of the filed statement and receipt to the limited partnership; and (3) for all other records, send a copy of the filed record and a receipt for the fees to the person on whose behalf the record was filed. (b) Upon request and payment of a fee, the Secretary of State shall send to the requester a certified copy of the requested record. (c) Except as otherwise provided in § 4-47-207, a record delivered to the Secretary of State for filing under this chapter may specify an effective time and a delayed effective date. Except as otherwise provided in this chapter, a record filed by the Secretary of State is effective: (1) if the record does not specify an effective time and does not specify a delayed effective date, on the date and at the time the record is filed as evidenced by the Secretary of State's endorsement of the date and time on the record; (2) if the record specifies an effective time but not a delayed effective date, on the date the record is filed at the time specified in the record; (3) if the record specifies a delayed effective date but not an effective time, at 12:01 a.m. on the earlier of: (A) the specified date; or (B) the 90th day after the record is filed; or (4) if the record specifies an effective time and a delayed effective date, at the specified time on the earlier of: (A) the specified date; or (B) the 90th day after the record is filed. History Acts 2007, No. 15, § 1; 2007, No. 638, § 60. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 2 — Formation — Certificate of Limited Partnership and Other Filings 4-47-207. Correcting filed record. (a) A limited partnership or foreign limited partnership may deliver to the Secretary of State for filing a statement of correction to correct a record previously delivered by the limited partnership or foreign limited partnership to the Secretary of State and filed by the Secretary of State, if at the time of filing the record contained false or erroneous information or was defectively signed. (b) A statement of correction may not state a delayed effective date and must: (1) describe the record to be corrected, including its filing date, or attach a copy of the record as filed; (2) specify the incorrect information and the reason it is incorrect or the manner in which the signing was defective; and (3) correct the incorrect information or defective signature. (c) When filed by the Secretary of State, a statement of correction is effective retroactively as of the effective date of the record the statement corrects, but the statement is effective when filed: (1) for the purposes of § 4-47-103(c) and (d); and (2) as to persons relying on the uncorrected record and adversely affected by the correction. History Acts 2007, No. 15, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 2 — Formation — Certificate of Limited Partnership and Other Filings 4-47-208. Liability for false information in filed record. (a) If a record delivered to the Secretary of State for filing under this chapter and filed by the Secretary of State contains false information, a person that suffers loss by reliance on the information may recover damages for the loss from: (1) a person that signed the record, or caused another to sign it on the person's behalf, and knew the information to be false at the time the record was signed; and (2) a general partner that has notice that the information was false when the record was filed or has become false because of changed circumstances, if the general partner has notice for a reasonably sufficient time before the information is relied upon to enable the general partner to effect an amendment under § 4-47-202, file a petition pursuant to § 4-47-205, or deliver to the Secretary of State for filing a statement of change pursuant to § 4-20-108 or a statement of correction pursuant to § 4-47-207. (b) Signing a record authorized or required to be filed under this chapter constitutes an affirmation under the penalties of perjury that the facts stated in the record are true. History Acts 2007, No. 15, § 1; 2007, No. 638, § 61. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 2 — Formation — Certificate of Limited Partnership and Other Filings 4-47-209. Certificate of existence or authorization. (a) The Secretary of State, upon request and payment of the requisite fee, shall furnish a certificate of existence for a limited partnership if the records filed in the office of the Secretary of State show that the Secretary of State has filed a certificate of limited partnership and has not filed a statement of termination. A certificate of existence must state: (1) the limited partnership's name; (2) that it was duly formed under the laws of this State and the date of formation; (3) whether all fees, taxes, and penalties due to the Secretary of State under this chapter or other law have been paid; (4) whether the limited partnership's most recent annual report required by § 4-47-210 has been filed by the Secretary of State; (5) whether the Secretary of State has administratively dissolved the limited partnership; (6) whether the limited partnership's certificate of limited partnership has been amended to state that the limited partnership is dissolved; (7) that a statement of termination has not been filed by the Secretary of State; and (8) other facts of record in the office of the Secretary of State which may be requested by the applicant. (b) The Secretary of State, upon request and payment of the requisite fee, shall furnish a certificate of authorization for a foreign limited partnership if the records filed in the office of the Secretary of State show that the Secretary of State has filed a certificate of authority, has not revoked the certificate of authority, and has not filed a notice of cancellation. A certificate of authorization must state: (1) the foreign limited partnership's name and any alternate name adopted under § 4-47-905(a) for use in this State; (2) that it is authorized to transact business in this State; (3) whether all fees, taxes, and penalties due to the Secretary of State under this chapter or other law have been paid; (4) whether the foreign limited partnership's most recent annual report required by § 4-47-210 has been filed by the Secretary of State; (5) that the Secretary of State has not revoked its certificate of authority and has not filed a notice of cancellation; and (6) other facts of record in the office of the Secretary of State which may be requested by the applicant. (c) Subject to any qualification stated in the certificate, a certificate of existence or authorization issued by the Secretary of State may be relied upon as conclusive evidence that the limited partnership or foreign limited partnership is in existence or is authorized to transact business in this State. History Acts 2007, No. 15, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 2 — Formation — Certificate of Limited Partnership and Other Filings 4-47-210. Annual report for Secretary of State. (a) A limited partnership or a foreign limited partnership authorized to transact business in this State shall deliver to the Secretary of State for filing an annual report that states: (1) the name of the limited partnership or foreign limited partnership; (2) the street and mailing address of its designated office and the information concerning its agent for service of process required by § 4-20-105(a); (3) in the case of a foreign limited partnership, the street and mailing address of its principal office; and (4) in the case of a foreign limited partnership, the State or other jurisdiction under whose law the foreign limited partnership is formed and any alternate name adopted under § 4-47-905(a). (b) Information in an annual report must be current as of the date the annual report is delivered to the Secretary of State for filing. (c) The first annual report must be delivered to the Secretary of State by August 1 of the year following the calendar year in which a limited partnership was formed or a foreign limited partnership was authorized to transact business. An annual report must be delivered to the Secretary of State by August 1 of each subsequent calendar year. (d) If an annual report does not contain the information required in subsection (a), the Secretary of State shall promptly notify the reporting limited partnership or foreign limited partnership and return the report to it for correction. If the report is corrected to contain the information required in subsection (a) and delivered to the Secretary of State within 30 days after the effective date of the notice, it is timely delivered. (e) If a filed annual report contains an address of the designated office or information provided under subdivision (a)(2) of this section which differs from the information shown in the records of the Secretary of State immediately before the filing, the differing information in the annual report is considered a statement of change under § 4-20-108. (f) If on or before January 31 of each year, a domestic limited partnership or a foreign limited partnership has not filed an annual disclosure statement, the Secretary of State shall proclaim: (1) the corporate charter or authority of the domestic limited partnership or foreign limited partnership as not current; and (2) that according to the Secretary of State's records, the domestic limited partnership or foreign limited partnership is delinquent in the filing of the annual disclosure statement for the prior year. (g) (1) A domestic limited partnership or foreign limited partnership whose charter or authority to do business in this state is declared not current under subdivision (f)(1) of this section shall be reinstated to all its rights, powers, and property after the domestic limited partnership or foreign limited partnership files an annual disclosure statement for the previous four (4) years that were delinquent. (2) The annual disclosure statement filed under subdivision (g)(1) of this section shall be satisfactory to the Secretary of State. (3) Reinstatement of the domestic limited partnership or foreign limited partnership under subdivision (g)(1) of this section shall be retroactive to the time that the domestic limited partnership's or foreign limited partnership's authority to do business in this state was declared as not current. (h) (1) Reinstatement under subsection (g) of this section shall not be allowed after five (5) years from the date the charter or authority to do business in this state was declared not current under subdivision (f)(1) of this section. (2) After five (5) years, the domestic limited partnership or foreign limited partnership shall be statutorily dissolved and the domestic limited partnership or foreign limited partnership name shall become available immediately for use by another entity if deemed available by the Secretary of State. History Acts 2007, No. 15, § 1; 2007, No. 638, § 62; 2009, No. 814, § 10; 2023, No. 715, § 3. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 3 — Limited Partners Tit. 4, Subtit. 4., Ch. 47, Subch. 3 Note Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 3 — Limited Partners 4-47-301. Becoming limited partner. A person becomes a limited partner: (1) as provided in the partnership agreement; (2) as the result of a conversion or merger under subchapter 11; or (3) with the consent of all the partners. History Acts 2007, No. 15, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 3 — Limited Partners 4-47-302. No right or power as limited partner to bind limited partnership. A limited partner does not have the right or the power as a limited partner to act for or bind the limited partnership. History Acts 2007, No. 15, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 3 — Limited Partners 4-47-303. No liability as limited partner for limited partnership obligations. An obligation of a limited partnership, whether arising in contract, tort, or otherwise, is not the obligation of a limited partner. A limited partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for an obligation of the limited partnership solely by reason of being a limited partner, even if the limited partner participates in the management and control of the limited partnership. History Acts 2007, No. 15, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 3 — Limited Partners 4-47-304. Right of limited partner and former limited partner to information. (a) On 10 days' demand, made in a record received by the limited partnership, a limited partner may inspect and copy required information during regular business hours in the limited partnership's designated office. The limited partner need not have any particular purpose for seeking the information. (b) During regular business hours and at a reasonable location specified by the limited partnership, a limited partner may obtain from the limited partnership and inspect and copy true and full information regarding the state of the activities and financial condition of the limited partnership and other information regarding the activities of the limited partnership as is just and reasonable if: (1) the limited partner seeks the information for a purpose reasonably related to the partner's interest as a limited partner; (2) the limited partner makes a demand in a record received by the limited partnership, describing with reasonable particularity the information sought and the purpose for seeking the information; and (3) the information sought is directly connected to the limited partner's purpose. (c) Within 10 days after receiving a demand pursuant to subsection (b), the limited partnership in a record shall inform the limited partner that made the demand: (1) what information the limited partnership will provide in response to the demand; (2) when and where the limited partnership will provide the information; and (3) if the limited partnership declines to provide any demanded information, the limited partnership's reasons for declining. (d) Subject to subsection (f), a person dissociated as a limited partner may inspect and copy required information during regular business hours in the limited partnership's designated office if: (1) the information pertains to the period during which the person was a limited partner; (2) the person seeks the information in good faith; and (3) the person meets the requirements of subsection (b). (e) The limited partnership shall respond to a demand made pursuant to subsection (d) in the same manner as provided in subsection (c). (f) If a limited partner dies, § 4-47-704 applies. (g) The limited partnership may impose reasonable restrictions on the use of information obtained under this section. In a dispute concerning the reasonableness of a restriction under this subsection, the limited partnership has the burden of proving reasonableness. (h) A limited partnership may charge a person that makes a demand under this section reasonable costs of copying, limited to the costs of labor and material. (i) Whenever this chapter or a partnership agreement provides for a limited partner to give or withhold consent to a matter, before the consent is given or withheld, the limited partnership shall, without demand, provide the limited partner with all information material to the limited partner's decision that the limited partnership knows. (j) A limited partner or person dissociated as a limited partner may exercise the rights under this section through an attorney or other agent. Any restriction imposed under subsection (g) or by the partnership agreement applies both to the attorney or other agent and to the limited partner or person dissociated as a limited partner. (k) The rights stated in this section do not extend to a person as transferee, but may be exercised by the legal representative of an individual under legal disability who is a limited partner or person dissociated as a limited partner. History Acts 2007, No. 15, § 1; 2007, No. 638, § 63; 2009, No. 814, §§ 11, 12. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 3 — Limited Partners 4-47-305. Limited duties of limited partners. (a) A limited partner does not have any fiduciary duty to the limited partnership or to any other partner solely by reason of being a limited partner. (b) A limited partner shall discharge the duties to the partnership and the other partners under this chapter or under the partnership agreement and exercise any rights consistently with the obligation of good faith and fair dealing. (c) A limited partner does not violate a duty or obligation under this chapter or under the partnership agreement merely because the limited partner's conduct furthers the limited partner's own interest. History Acts 2007, No. 15, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 3 — Limited Partners 4-47-306. Person erroneously believing self to be limited partner. (a) Except as otherwise provided in subsection (b), a person that makes an investment in a business enterprise and erroneously but in good faith believes that the person has become a limited partner in the enterprise is not liable for the enterprise's obligations by reason of making the investment, receiving distributions from the enterprise, or exercising any rights of or appropriate to a limited partner, if, on ascertaining the mistake, the person: (1) causes an appropriate certificate of limited partnership, amendment, or statement of correction to be signed and delivered to the Secretary of State for filing; or (2) withdraws from future participation as an owner in the enterprise by signing and delivering to the Secretary of State for filing a statement of withdrawal under this section. (b) A person that makes an investment described in subsection (a) is liable to the same extent as a general partner to any third party that enters into a transaction with the enterprise, believing in good faith that the person is a general partner, before the Secretary of State files a statement of withdrawal, certificate of limited partnership, amendment, or statement of correction to show that the person is not a general partner. (c) If a person makes a diligent effort in good faith to comply with subsection (a)(1) and is unable to cause the appropriate certificate of limited partnership, amendment, or statement of correction to be signed and delivered to the Secretary of State for filing, the person has the right to withdraw from the enterprise pursuant to subsection (a)(2) even if the withdrawal would otherwise breach an agreement with others that are or have agreed to become co-owners of the enterprise. History Acts 2007, No. 15, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 4 — General Partners 4-47-401. Becoming general partner. A person becomes a general partner: (1) as provided in the partnership agreement; (2) under § 4-47-801(3)(B) following the dissociation of a limited partnership's last general partner; (3) as the result of a conversion or merger under subchapter 11; or (4) with the consent of all the partners. History Acts 2007, No. 15, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 4 — General Partners 4-47-402. General partner agent of limited partnership. (a) Each general partner is an agent of the limited partnership for the purposes of its activities. An act of a general partner, including the signing of a record in the partnership's name, for apparently carrying on in the ordinary course the limited partnership's activities or activities of the kind carried on by the limited partnership binds the limited partnership, unless the general partner did not have authority to act for the limited partnership in the particular matter and the person with which the general partner was dealing knew, had received a notification, or had notice under § 4-47-103(d) that the general partner lacked authority. (b) An act of a general partner which is not apparently for carrying on in the ordinary course the limited partnership's activities or activities of the kind carried on by the limited partnership binds the limited partnership only if the act was actually authorized by all the other partners. History Acts 2007, No. 15, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 4 — General Partners 4-47-403. Limited partnership liable for general partner's actionable conduct. (a) A limited partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a general partner acting in the ordinary course of activities of the limited partnership or with authority of the limited partnership. (b) If, in the course of the limited partnership's activities or while acting with authority of the limited partnership, a general partner receives or causes the limited partnership to receive money or property of a person not a partner, and the money or property is misapplied by a general partner, the limited partnership is liable for the loss. History Acts 2007, No. 15, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 4 — General Partners 4-47-404. General partner's liability. (a) Except as otherwise provided in subsections (b) and (c), all general partners are liable jointly and severally for all obligations of the limited partnership unless otherwise agreed by the claimant or provided by law. (b) A person that becomes a general partner of an existing limited partnership is not personally liable for an obligation of a limited partnership incurred before the person became a general partner. (c) An obligation of a limited partnership incurred while the limited partnership is a limited liability limited partnership, whether arising in contract, tort, or otherwise, is solely the obligation of the limited partnership. A general partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for such an obligation solely by reason of being or acting as a general partner. This subsection applies despite anything inconsistent in the partnership agreement that existed immediately before the consent required to become a limited liability limited partnership under § 4-47-406(b)(2). History Acts 2007, No. 15, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 4 — General Partners 4-47-405. Actions by and against partnership and partners. (a) To the extent not inconsistent with § 4-47-404, a general partner may be joined in an action against the limited partnership or named in a separate action. (b) A judgment against a limited partnership is not by itself a judgment against a general partner. A judgment against a limited partnership may not be satisfied from a general partner's assets unless there is also a judgment against the general partner. (c) A judgment creditor of a general partner may not levy execution against the assets of the general partner to satisfy a judgment based on a claim against the limited partnership, unless the partner is personally liable for the claim under § 4-47-404 and: (1) a judgment based on the same claim has been obtained against the limited partnership and a writ of execution on the judgment has been returned unsatisfied in whole or in part; (2) the limited partnership is a debtor in bankruptcy; (3) the general partner has agreed that the creditor need not exhaust limited partnership assets; (4) a court grants permission to the judgment creditor to levy execution against the assets of a general partner based on a finding that limited partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of limited partnership assets is excessively burdensome, or that the grant of permission is an appropriate exercise of the court's equitable powers; or (5) liability is imposed on the general partner by law or contract independent of the existence of the limited partnership. History Acts 2007, No. 15, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 4 — General Partners 4-47-406. Management rights of general partner. (a) Each general partner has equal rights in the management and conduct of the limited partnership's activities. Except as expressly provided in this chapter, any matter relating to the activities of the limited partnership may be exclusively decided by the general partner or, if there is more than one general partner, by a majority of the general partners. (b) The consent of each partner is necessary to: (1) amend the partnership agreement; (2) amend the certificate of limited partnership to add or, subject to § 4-47-1110, delete a statement that the limited partnership is a limited liability limited partnership; and (3) sell, lease, exchange, or otherwise dispose of all, or substantially all, of the limited partnership's property, with or without the good will, other than in the usual and regular course of the limited partnership's activities. (c) A limited partnership shall reimburse a general partner for payments made and indemnify a general partner for liabilities incurred by the general partner in the ordinary course of the activities of the partnership or for the preservation of its activities or property. (d) A limited partnership shall reimburse a general partner for an advance to the limited partnership beyond the amount of capital the general partner agreed to contribute. (e) A payment or advance made by a general partner which gives rise to an obligation of the limited partnership under subsection (c) or (d) constitutes a loan to the limited partnership which accrues interest from the date of the payment or advance. (f) A general partner is not entitled to remuneration for services performed for the partnership. History Acts 2007, No. 15, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 4 — General Partners 4-47-407. Right of general partner and former general partner to information. (a) A general partner, without having any particular purpose for seeking the information, may inspect and copy during regular business hours: (1) in the limited partnership's designated office, required information; and (2) at a reasonable location specified by the limited partnership, any other records maintained by the limited partnership regarding the limited partnership's activities and financial condition. (b) Each general partner and the limited partnership shall furnish to a general partner: (1) without demand, any information concerning the limited partnership's activities and activities reasonably required for the proper exercise of the general partner's rights and duties under the partnership agreement or this chapter; and (2) on demand, any other information concerning the limited partnership's activities, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances. (c) Subject to subsection (e), on 10 days' demand made in a record received by the limited partnership, a person dissociated as a general partner may have access to the information and records described in subsection (a) at the location specified in subsection (a) if: (1) the information or record pertains to the period during which the person was a general partner; (2) the person seeks the information or record in good faith; and (3) the person satisfies the requirements imposed on a limited partner by § 4-47-304(b). (d) The limited partnership shall respond to a demand made pursuant to subsection (c) in the same manner as provided in § 4-47-304(c). (e) If a general partner dies, § 4-47-704 applies. (f) The limited partnership may impose reasonable restrictions on the use of information under this section. In any dispute concerning the reasonableness of a restriction under this subsection, the limited partnership has the burden of proving reasonableness. (g) A limited partnership may charge a person dissociated as a general partner that makes a demand under this section reasonable costs of copying, limited to the costs of labor and material. (h) A general partner or person dissociated as a general partner may exercise the rights under this section through an attorney or other agent. Any restriction imposed under subsection (f) or by the partnership agreement applies both to the attorney or other agent and to the general partner or person dissociated as a general partner. (i) The rights under this section do not extend to a person as transferee, but the rights under subsection (c) of a person dissociated as a general partner may be exercised by the legal representative of an individual who dissociated as a general partner under § 4-47-603(7)(B) or (C). History Acts 2007, No. 15, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 4 — General Partners 4-47-408. General standards of general partner's conduct. (a) The only fiduciary duties that a general partner has to the limited partnership and the other partners are the duties of loyalty and care under subsections (b) and (c). (b) A general partner's duty of loyalty to the limited partnership and the other partners is limited to the following: (1) to account to the limited partnership and hold as trustee for it any property, profit, or benefit derived by the general partner in the conduct and winding up of the limited partnership's activities or derived from a use by the general partner of limited partnership property, including the appropriation of a limited partnership opportunity; (2) to refrain from dealing with the limited partnership in the conduct or winding up of the limited partnership's activities as or on behalf of a party having an interest adverse to the limited partnership; and (3) to refrain from competing with the limited partnership in the conduct or winding up of the limited partnership's activities. (c) A general partner's duty of care to the limited partnership and the other partners in the conduct and winding up of the limited partnership's activities is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law. (d) A general partner shall discharge the duties to the partnership and the other partners under this chapter or under the partnership agreement and exercise any rights consistently with the obligation of good faith and fair dealing. (e) A general partner does not violate a duty or obligation under this chapter or under the partnership agreement merely because the general partner's conduct furthers the general partner's own interests. History Acts 2007, No. 15, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 5 — Contributions and Distributions 4-47-501. Form of contribution. A contribution of a partner may consist of tangible or intangible property or other benefit to the limited partnership, including money, services performed, promissory notes, other agreements to contribute cash or property, and contracts for services to be performed. History Acts 2007, No. 15, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 5 — Contributions and Distributions 4-47-502. Liability for contribution. (a) A partner's obligation to contribute money or other property or other benefit to, or to perform services for, a limited partnership is not excused by the partner's death, disability, or other inability to perform personally. (b) If a partner does not make a promised non-monetary contribution, the partner is obligated at the option of the limited partnership to contribute money equal to that portion of the value, as stated in the required information, of the stated contribution which has not been made. (c) The obligation of a partner to make a contribution or return money or other property paid or distributed in violation of this chapter may be compromised only by consent of all partners. A creditor of a limited partnership which extends credit or otherwise acts in reliance on an obligation described in subsection (a), without notice of any compromise under this subsection, may enforce the original obligation. History Acts 2007, No. 15, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 5 — Contributions and Distributions 4-47-503. Sharing of distributions. A distribution by a limited partnership must be shared among the partners on the basis of the value, as stated in the required records when the limited partnership decides to make the distribution, of the contributions the limited partnership has received from each partner. History Acts 2007, No. 15, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 5 — Contributions and Distributions 4-47-504. Interim distributions. A partner does not have a right to any distribution before the dissolution and winding up of the limited partnership unless the limited partnership decides to make an interim distribution. History Acts 2007, No. 15, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 5 — Contributions and Distributions 4-47-505. No distribution on account of dissociation. A person does not have a right to receive a distribution on account of dissociation. History Acts 2007, No. 15, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 5 — Contributions and Distributions 4-47-506. Distribution in kind. A partner does not have a right to demand or receive any distribution from a limited partnership in any form other than cash. Subject to § 4-47-812(b), a limited partnership may distribute an asset in kind to the extent each partner receives a percentage of the asset equal to the partner's share of distributions. History Acts 2007, No. 15, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 5 — Contributions and Distributions 4-47-507. Right to distribution. When a partner or transferee becomes entitled to receive a distribution, the partner or transferee has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution. However, the limited partnership's obligation to make a distribution is subject to offset for any amount owed to the limited partnership by the partner or dissociated partner on whose account the distribution is made. History Acts 2007, No. 15, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 5 — Contributions and Distributions 4-47-508. Limitations on distribution. (a) A limited partnership may not make a distribution in violation of the partnership agreement. (b) A limited partnership may not make a distribution if after the distribution: (1) the limited partnership would not be able to pay its debts as they become due in the ordinary course of the limited partnership's activities; or (2) the limited partnership's total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the limited partnership were to be dissolved, wound up, and terminated at the time of the distribution, to satisfy the preferential rights upon dissolution, winding up, and termination of partners whose preferential rights are superior to those of persons receiving the distribution. (c) A limited partnership may base a determination that a distribution is not prohibited under subsection (b) on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other method that is reasonable in the circumstances. (d) Except as otherwise provided in subsection (g), the effect of a distribution under subsection (b) is measured: (1) in the case of distribution by purchase, redemption, or other acquisition of a transferable interest in the limited partnership, as of the date money or other property is transferred or debt incurred by the limited partnership; and (2) in all other cases, as of the date: (A) the distribution is authorized, if the payment occurs within 120 days after that date; or (B) the payment is made, if payment occurs more than 120 days after the distribution is authorized. (e) A limited partnership's indebtedness to a partner incurred by reason of a distribution made in accordance with this section is at parity with the limited partnership's indebtedness to its general, unsecured creditors. (f) A limited partnership's indebtedness, including indebtedness issued in connection with or as part of a distribution, is not considered a liability for purposes of subsection (b) if the terms of the indebtedness provide that payment of principal and interest are made only to the extent that a distribution could then be made to partners under this section. (g) If indebtedness is issued as a distribution, each payment of principal or interest on the indebtedness is treated as a distribution, the effect of which is measured on the date the payment is made. History Acts 2007, No. 15, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 5 — Contributions and Distributions 4-47-509. Liability for improper distributions. (a) A general partner that consents to a distribution made in violation of § 4-47-508 is personally liable to the limited partnership for the amount of the distribution which exceeds the amount that could have been distributed without the violation if it is established that in consenting to the distribution the general partner failed to comply with § 4-47-408. (b) A partner or transferee that received a distribution knowing that the distribution to that partner or transferee was made in violation of § 4-47-508 is personally liable to the limited partnership but only to the extent that the distribution received by the partner or transferee exceeded the amount that could have been properly paid under § 4-47-508. (c) A general partner against which an action is commenced under subsection (a) may: (1) implead in the action any other person that is liable under subsection (a) and compel contribution from the person; and (2) implead in the action any person that received a distribution in violation of subsection (b) and compel contribution from the person in the amount the person received in violation of subsection (b). (d) An action under this section is barred if it is not commenced within two years after the distribution. History Acts 2007, No. 15, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 6 — Dissociation 4-47-601. Dissociation as limited partner. (a) A person does not have a right to dissociate as a limited partner before the termination of the limited partnership. (b) A person is dissociated from a limited partnership as a limited partner upon the occurrence of any of the following events: (1) the limited partnership's having notice of the person's express will to withdraw as a limited partner or on a later date specified by the person; (2) an event agreed to in the partnership agreement as causing the person's dissociation as a limited partner; (3) the person's expulsion as a limited partner pursuant to the partnership agreement; (4) the person's expulsion as a limited partner by the unanimous consent of the other partners if: (A) it is unlawful to carry on the limited partnership's activities with the person as a limited partner; (B) there has been a transfer of all of the person's transferable interest in the limited partnership, other than a transfer for security purposes, or a court order charging the person's interest, which has not been foreclosed; (C) the person is a corporation and, within 90 days after the limited partnership notifies the person that it will be expelled as a limited partner because it has filed a certificate of dissolution or the equivalent, its charter has been revoked, or its right to conduct business has been suspended by the jurisdiction of its incorporation, there is no revocation of the certificate of dissolution or no reinstatement of its charter or its right to conduct business; or (D) the person is a limited liability company or partnership that has been dissolved and whose business is being wound up; (5) on application by the limited partnership, the person's expulsion as a limited partner by judicial order because: (A) the person engaged in wrongful conduct that adversely and materially affected the limited partnership's activities; (B) the person willfully or persistently committed a material breach of the partnership agreement or of the obligation of good faith and fair dealing under § 4-47-305(b); or (C) the person engaged in conduct relating to the limited partnership's activities which makes it not reasonably practicable to carry on the activities with the person as limited partner; (6) in the case of a person who is an individual, the person's death; (7) in the case of a person that is a trust or is acting as a limited partner by virtue of being a trustee of a trust, distribution of the trust's entire transferable interest in the limited partnership, but not merely by reason of the substitution of a successor trustee; (8) in the case of a person that is an estate or is acting as a limited partner by virtue of being a personal representative of an estate, distribution of the estate's entire transferable interest in the limited partnership, but not merely by reason of the substitution of a successor personal representative; (9) termination of a limited partner that is not an individual, partnership, limited liability company, corporation, trust, or estate; (10) the limited partnership's participation in a conversion or merger under subchapter 11, if the limited partnership: (A) is not the converted or surviving entity; or (B) is the converted or surviving entity but, as a result of the conversion or merger, the person ceases to be a limited partner. History Acts 2007, No. 15, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 6 — Dissociation 4-47-602. Effect of dissociation as limited partner. (a) Upon a person's dissociation as a limited partner: (1) subject to § 4-47-704, the person does not have further rights as a limited partner; (2) the person's obligation of good faith and fair dealing as a limited partner under § 4-47-305(b) continues only as to matters arising and events occurring before the dissociation; and (3) subject to § 4-47-704 and subchapter 11, any transferable interest owned by the person in the person's capacity as a limited partner immediately before dissociation is owned by the person as a mere transferee. (b) A person's dissociation as a limited partner does not of itself discharge the person from any obligation to the limited partnership or the other partners which the person incurred while a limited partner. History Acts 2007, No. 15, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 6 — Dissociation 4-47-603. Dissociation as general partner. A person is dissociated from a limited partnership as a general partner upon the occurrence of any of the following events: (1) the limited partnership's having notice of the person's express will to withdraw as a general partner or on a later date specified by the person; (2) an event agreed to in the partnership agreement as causing the person's dissociation as a general partner; (3) the person's expulsion as a general partner pursuant to the partnership agreement; (4) the person's expulsion as a general partner by the unanimous consent of the other partners if: (A) it is unlawful to carry on the limited partnership's activities with the person as a general partner; (B) there has been a transfer of all or substantially all of the person's transferable interest in the limited partnership, other than a transfer for security purposes, or a court order charging the person's interest, which has not been foreclosed; (C) the person is a corporation and, within 90 days after the limited partnership notifies the person that it will be expelled as a general partner because it has filed a certificate of dissolution or the equivalent, its charter has been revoked, or its right to conduct business has been suspended by the jurisdiction of its incorporation, there is no revocation of the certificate of dissolution or no reinstatement of its charter or its right to conduct business; or (D) the person is a limited liability company or partnership that has been dissolved and whose business is being wound up; (5) on application by the limited partnership, the person's expulsion as a general partner by judicial determination because: (A) the person engaged in wrongful conduct that adversely and materially affected the limited partnership activities; (B) the person willfully or persistently committed a material breach of the partnership agreement or of a duty owed to the partnership or the other partners under § 4-47-408; or (C) the person engaged in conduct relating to the limited partnership's activities which makes it not reasonably practicable to carry on the activities of the limited partnership with the person as a general partner; (6) the person's: (A) becoming a debtor in bankruptcy; (B) execution of an assignment for the benefit of creditors; (C) seeking, consenting to, or acquiescing in the appointment of a trustee, receiver, or liquidator of the person or of all or substantially all of the person's property; or (D) failure, within 90 days after the appointment, to have vacated or stayed the appointment of a trustee, receiver, or liquidator of the general partner or of all or substantially all of the person's property obtained without the person's consent or acquiescence, or failing within 90 days after the expiration of a stay to have the appointment vacated; (7) in the case of a person who is an individual: (A) the person's death; (B) the appointment of a guardian or general conservator for the person; or (C) a judicial determination that the person has otherwise become incapable of performing the person's duties as a general partner under the partnership agreement; (8) in the case of a person that is a trust or is acting as a general partner by virtue of being a trustee of a trust, distribution of the trust's entire transferable interest in the limited partnership, but not merely by reason of the substitution of a successor trustee; (9) in the case of a person that is an estate or is acting as a general partner by virtue of being a personal representative of an estate, distribution of the estate's entire transferable interest in the limited partnership, but not merely by reason of the substitution of a successor personal representative; (10) termination of a general partner that is not an individual, partnership, limited liability company, corporation, trust, or estate; or (11) the limited partnership's participation in a conversion or merger under subchapter 11, if the limited partnership: (A) is not the converted or surviving entity; or (B) is the converted or surviving entity but, as a result of the conversion or merger, the person ceases to be a general partner. History Acts 2007, No. 15, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 6 — Dissociation 4-47-604. Person's power to dissociate as general partner — Wrongful dissociation. (a) A person has the power to dissociate as a general partner at any time, rightfully or wrongfully, by express will pursuant to § 4-47-603(1). (b) A person's dissociation as a general partner is wrongful only if: (1) it is in breach of an express provision of the partnership agreement; or (2) it occurs before the termination of the limited partnership, and: (A) the person withdraws as a general partner by express will; (B) the person is expelled as a general partner by judicial determination under § 4-47-603(5); (C) the person is dissociated as a general partner by becoming a debtor in bankruptcy; or (D) in the case of a person that is not an individual, trust other than a business trust, or estate, the person is expelled or otherwise dissociated as a general partner because it willfully dissolved or terminated. (c) A person that wrongfully dissociates as a general partner is liable to the limited partnership and, subject to § 4-47-1001, to the other partners for damages caused by the dissociation. The liability is in addition to any other obligation of the general partner to the limited partnership or to the other partners. History Acts 2007, No. 15, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 6 — Dissociation 4-47-605. Effect of dissociation as general partner. (a) Upon a person's dissociation as a general partner: (1) the person's right to participate as a general partner in the management and conduct of the partnership's activities terminates; (2) the person's duty of loyalty as a general partner under § 4-47-408(b)(3) terminates; (3) the person's duty of loyalty as a general partner under § 4-47-408(b)(1) and (2) and duty of care under § 4-47-408(c) continue only with regard to matters arising and events occurring before the person's dissociation as a general partner; (4) the person may sign and deliver to the Secretary of State for filing a statement of dissociation pertaining to the person and, at the request of the limited partnership, shall sign an amendment to the certificate of limited partnership which states that the person has dissociated; and (5) subject to § 4-47-704 and subchapter 11, any transferable interest owned by the person immediately before dissociation in the person's capacity as a general partner is owned by the person as a mere transferee. (b) A person's dissociation as a general partner does not of itself discharge the person from any obligation to the limited partnership or the other partners which the person incurred while a general partner. History Acts 2007, No. 15, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 6 — Dissociation 4-47-606. Power to bind and liability to limited partnership before dissolution of partnership of person dissociated as general partner. (a) After a person is dissociated as a general partner and before the limited partnership is dissolved, converted under subchapter 11, or merged out of existence under subchapter 11, the limited partnership is bound by an act of the person only if: (1) the act would have bound the limited partnership under § 4-47-402 before the dissociation; and (2) at the time the other party enters into the transaction: (A) less than two years has passed since the dissociation; and (B) the other party does not have notice of the dissociation and reasonably believes that the person is a general partner. (b) If a limited partnership is bound under subsection (a), the person dissociated as a general partner which caused the limited partnership to be bound is liable: (1) to the limited partnership for any damage caused to the limited partnership arising from the obligation incurred under subsection (a); and (2) if a general partner or another person dissociated as a general partner is liable for the obligation, to the general partner or other person for any damage caused to the general partner or other person arising from the liability. History Acts 2007, No. 15, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 6 — Dissociation 4-47-607. Liability to other persons of person dissociated as general partner. (a) A person's dissociation as a general partner does not of itself discharge the person's liability as a general partner for an obligation of the limited partnership incurred before dissociation. Except as otherwise provided in subsections (b) and (c), the person is not liable for a limited partnership's obligation incurred after dissociation. (b) A person whose dissociation as a general partner resulted in a dissolution and winding up of the limited partnership's activities is liable to the same extent as a general partner under § 4-47-404 on an obligation incurred by the limited partnership under § 4-47-804. (c) A person that has dissociated as a general partner but whose dissociation did not result in a dissolution and winding up of the limited partnership's activities is liable on a transaction entered into by the limited partnership after the dissociation only if: (1) a general partner would be liable on the transaction; and (2) at the time the other party enters into the transaction: (A) less than two years has passed since the dissociation; and (B) the other party does not have notice of the dissociation and reasonably believes that the person is a general partner. (d) By agreement with a creditor of a limited partnership and the limited partnership, a person dissociated as a general partner may be released from liability for an obligation of the limited partnership. (e) A person dissociated as a general partner is released from liability for an obligation of the limited partnership if the limited partnership's creditor, with notice of the person's dissociation as a general partner but without the person's consent, agrees to a material alteration in the nature or time of payment of the obligation. History Acts 2007, No. 15, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 7 — Transferable Interests and Rights of Transferees and Creditors 4-47-701. Partner's transferable interest. The only interest of a partner which is transferable is the partner's transferable interest. A transferable interest is personal property. History Acts 2007, No. 15, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 7 — Transferable Interests and Rights of Transferees and Creditors 4-47-702. Transfer of partner's transferable interest. (a) A transfer, in whole or in part, of a partner's transferable interest: (1) is permissible; (2) does not by itself cause the partner's dissociation or a dissolution and winding up of the limited partnership's activities; and (3) does not, as against the other partners or the limited partnership, entitle the transferee to participate in the management or conduct of the limited partnership's activities, to require access to information concerning the limited partnership's transactions except as otherwise provided in subsection (c), or to inspect or copy the required information or the limited partnership's other records. (b) A transferee has a right to receive, in accordance with the transfer: (1) distributions to which the transferor would otherwise be entitled; and (2) upon the dissolution and winding up of the limited partnership's activities the net amount otherwise distributable to the transferor. (c) In a dissolution and winding up, a transferee is entitled to an account of the limited partnership's transactions only from the date of dissolution. (d) Upon transfer, the transferor retains the rights of a partner other than the interest in distributions transferred and retains all duties and obligations of a partner. (e) A limited partnership need not give effect to a transferee's rights under this section until the limited partnership has notice of the transfer. (f) A transfer of a partner's transferable interest in the limited partnership in violation of a restriction on transfer contained in the partnership agreement is ineffective as to a person having notice of the restriction at the time of transfer. (g) A transferee that becomes a partner with respect to a transferable interest is liable for the transferor's obligations under §§ 4-47-502 and 4-47-509. However, the transferee is not obligated for liabilities unknown to the transferee at the time the transferee became a partner. History Acts 2007, No. 15, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 7 — Transferable Interests and Rights of Transferees and Creditors 4-47-703. Rights of creditor of partner or transferee. (a) On application to a court of competent jurisdiction by any judgment creditor of a partner or transferee, the court may charge the transferable interest of the judgment debtor with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of a transferee. The court may appoint a receiver of the share of the distributions due or to become due to the judgment debtor in respect of the partnership and make all other orders, directions, accounts, and inquiries the judgment debtor might have made or which the circumstances of the case may require to give effect to the charging order. (b) A charging order constitutes a lien on the judgment debtor's transferable interest. The court may order a foreclosure upon the interest subject to the charging order at any time. The purchaser at the foreclosure sale has the rights of a transferee. (c) At any time before foreclosure, an interest charged may be redeemed: (1) by the judgment debtor; (2) with property other than limited partnership property, by one or more of the other partners; or (3) with limited partnership property, by the limited partnership with the consent of all partners whose interests are not so charged. (d) This chapter does not deprive any partner or transferee of the benefit of any exemption laws applicable to the partner's or transferee's transferable interest. (e) This section provides the exclusive remedy by which a judgment creditor of a partner or transferee may satisfy a judgment out of the judgment debtor's transferable interest. History Acts 2007, No. 15, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 7 — Transferable Interests and Rights of Transferees and Creditors 4-47-704. Power of estate of deceased partner. If a partner dies, the deceased partner's personal representative or other legal representative may exercise the rights of a transferee as provided in § 4-47-702 and, for the purposes of settling the estate, may exercise the rights of a current limited partner under § 4-47-304. History Acts 2007, No. 15, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 8 — Dissolution 4-47-801. Nonjudicial dissolution. Except as otherwise provided in § 4-47-802, a limited partnership is dissolved, and its activities must be wound up, only upon the occurrence of any of the following: (1) the happening of an event specified in the partnership agreement; (2) the consent of all general partners and of limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective; (3) after the dissociation of a person as a general partner: (A) if the limited partnership has at least one remaining general partner, the consent to dissolve the limited partnership given within 90 days after the dissociation by partners owning a majority of the rights to receive distributions as partners at the time the consent is to be effective; or (B) if the limited partnership does not have a remaining general partner, the passage of 90 days after the dissociation, unless before the end of the period: (i) consent to continue the activities of the limited partnership and admit at least one general partner is given by limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective; and (ii) at least one person is admitted as a general partner in accordance with the consent; (4) the passage of 90 days after the dissociation of the limited partnership's last limited partner, unless before the end of the period the limited partnership admits at least one limited partner; or (5) the signing and filing of a declaration of dissolution by the Secretary of State under § 4-47-809(c). History Acts 2007, No. 15, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 8 — Dissolution 4-47-802. Judicial dissolution. On application by a partner the circuit court may order dissolution of a limited partnership if it is not reasonably practicable to carry on the activities of the limited partnership in conformity with the partnership agreement. History Acts 2007, No. 15, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 8 — Dissolution 4-47-803. Winding up. (a) A limited partnership continues after dissolution only for the purpose of winding up its activities. (b) In winding up its activities, the limited partnership: (1) may amend its certificate of limited partnership to state that the limited partnership is dissolved, preserve the limited partnership business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, transfer the limited partnership's property, settle disputes by mediation or arbitration, file a statement of termination as provided in § 4-47-203, and perform other necessary acts; and (2) shall discharge the limited partnership's liabilities, settle and close the limited partnership's activities, and marshal and distribute the assets of the partnership. (c) If a dissolved limited partnership does not have a general partner, a person to wind up the dissolved limited partnership's activities may be appointed by the consent of limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective. A person appointed under this subsection: (1) has the powers of a general partner under § 4-47-804; and (2) shall promptly amend the certificate of limited partnership to state: (A) that the limited partnership does not have a general partner; (B) the name of the person that has been appointed to wind up the limited partnership; and (C) the street and mailing address of the person. (d) On the application of any partner, the circuit court may order judicial supervision of the winding up, including the appointment of a person to wind up the dissolved limited partnership's activities, if: (1) a limited partnership does not have a general partner and within a reasonable time following the dissolution no person has been appointed pursuant to subsection (c); or (2) the applicant establishes other good cause. History Acts 2007, No. 15, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 8 — Dissolution 4-47-804. Power of general partner and person dissociated as general partner to bind partnership after dissolution. (a) A limited partnership is bound by a general partner's act after dissolution which: (1) is appropriate for winding up the limited partnership's activities; or (2) would have bound the limited partnership under § 4-47-402 before dissolution, if, at the time the other party enters into the transaction, the other party does not have notice of the dissolution. (b) A person dissociated as a general partner binds a limited partnership through an act occurring after dissolution if: (1) at the time the other party enters into the transaction: (A) less than two years has passed since the dissociation; and (B) the other party does not have notice of the dissociation and reasonably believes that the person is a general partner; and (2) the act: (A) is appropriate for winding up the limited partnership's activities; or (B) would have bound the limited partnership under § 4-47-402 before dissolution and at the time the other party enters into the transaction the other party does not have notice of the dissolution. History Acts 2007, No. 15, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 8 — Dissolution 4-47-805. Liability after dissolution of general partner and person dissociated as general partner to limited partnership, other general partners, and persons dissociated as general partner. (a) If a general partner having knowledge of the dissolution causes a limited partnership to incur an obligation under § 4-47-804(a) by an act that is not appropriate for winding up the partnership's activities, the general partner is liable: (1) to the limited partnership for any damage caused to the limited partnership arising from the obligation; and (2) if another general partner or a person dissociated as a general partner is liable for the obligation, to that other general partner or person for any damage caused to that other general partner or person arising from the liability. (b) If a person dissociated as a general partner causes a limited partnership to incur an obligation under § 4-47-804(b), the person is liable: (1) to the limited partnership for any damage caused to the limited partnership arising from the obligation; and (2) if a general partner or another person dissociated as a general partner is liable for the obligation, to the general partner or other person for any damage caused to the general partner or other person arising from the liability. History Acts 2007, No. 15, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 8 — Dissolution 4-47-806. Known claims against dissolved limited partnership. (a) A dissolved limited partnership may dispose of the known claims against it by following the procedure described in subsection (b). (b) A dissolved limited partnership may notify its known claimants of the dissolution in a record. The notice must: (1) specify the information required to be included in a claim; (2) provide a mailing address to which the claim is to be sent; (3) state the deadline for receipt of the claim, which may not be less than 120 days after the date the notice is received by the claimant; (4) state that the claim will be barred if not received by the deadline; and (5) unless the limited partnership has been throughout its existence a limited liability limited partnership, state that the barring of a claim against the limited partnership will also bar any corresponding claim against any general partner or person dissociated as a general partner which is based on § 4-47-404. (c) A claim against a dissolved limited partnership is barred if the requirements of subsection (b) are met and: (1) the claim is not received by the specified deadline; or (2) in the case of a claim that is timely received but rejected by the dissolved limited partnership, the claimant does not commence an action to enforce the claim against the limited partnership within 90 days after the receipt of the notice of the rejection. (d) This section does not apply to a claim based on an event occurring after the effective date of dissolution or a liability that is contingent on that date. History Acts 2007, No. 15, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 8 — Dissolution 4-47-807. Other claims against dissolved limited partnership. (a) A dissolved limited partnership may publish notice of its dissolution and request persons having claims against the limited partnership to present them in accordance with the notice. (b) The notice must: (1) be published at least once in a newspaper of general circulation in the county in which the dissolved limited partnership's designated office is located or, if it has none in this State, in the county in which the limited partnership's designated office is or was last located; (2) describe the information required to be contained in a claim and provide a mailing address to which the claim is to be sent; (3) state that a claim against the limited partnership is barred unless an action to enforce the claim is commenced within five years after publication of the notice; and (4) unless the limited partnership has been throughout its existence a limited liability limited partnership, state that the barring of a claim against the limited partnership will also bar any corresponding claim against any general partner or person dissociated as a general partner which is based on § 4-47-404. (c) If a dissolved limited partnership publishes a notice in accordance with subsection (b), the claim of each of the following claimants is barred unless the claimant commences an action to enforce the claim against the dissolved limited partnership within five years after the publication date of the notice: (1) a claimant that did not receive notice in a record under § 4-47-806; (2) a claimant whose claim was timely sent to the dissolved limited partnership but not acted on; and (3) a claimant whose claim is contingent or based on an event occurring after the effective date of dissolution. (d) A claim not barred under this section may be enforced: (1) against the dissolved limited partnership, to the extent of its undistributed assets; (2) if the assets have been distributed in liquidation, against a partner or transferee to the extent of that person's proportionate share of the claim or the limited partnership's assets distributed to the partner or transferee in liquidation, whichever is less, but a person's total liability for all claims under this paragraph does not exceed the total amount of assets distributed to the person as part of the winding up of the dissolved limited partnership; or (3) against any person liable on the claim under § 4-47-404. History Acts 2007, No. 15, § 1; 2009, No. 814, § 13. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 8 — Dissolution 4-47-808. Liability of general partner and person dissociated as general partner when claim against limited partnership barred. If a claim against a dissolved limited partnership is barred under § 4-47-806 or § 4-47-807, any corresponding claim under § 4-47-404 is also barred. History Acts 2007, No. 15, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 8 — Dissolution 4-47-809. Administrative dissolution. (a) The Secretary of State may dissolve a limited partnership administratively if the limited partnership does not, within 60 days after the due date: (1) pay any fee, tax, or penalty due to the Secretary of State under this chapter or other law; or (2) deliver its annual report to the Secretary of State. (b) If the Secretary of State determines that a ground exists for administratively dissolving a limited partnership, the Secretary of State shall file a record of the determination and serve the limited partnership with a copy of the filed record. (c) If within 60 days after service of the copy the limited partnership does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the Secretary of State that each ground determined by the Secretary of State does not exist, the Secretary of State shall administratively dissolve the limited partnership by preparing, signing and filing a declaration of dissolution that states the grounds for dissolution. The Secretary of State shall serve the limited partnership with a copy of the filed declaration. (d) A limited partnership administratively dissolved continues its existence but may carry on only activities necessary to wind up its activities and liquidate its assets under §§ 4-47-803 and 4-47-812 and to notify claimants under §§ 4-47-806 and 4-47-807. (e) The administrative dissolution of a limited partnership does not terminate the authority of its agent for service of process. History Acts 2007, No. 15, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 8 — Dissolution 4-47-810. Reinstatement following administrative dissolution. (a) A limited partnership that has been administratively dissolved may apply to the Secretary of State for reinstatement within two years after the effective date of dissolution. The application must be delivered to the Secretary of State for filing and state: (1) the name of the limited partnership and the effective date of its administrative dissolution; (2) that the grounds for dissolution either did not exist or have been eliminated; and (3) that the limited partnership's name satisfies the requirements of § 4-47-108. (b) If the Secretary of State determines that an application contains the information required by subsection (a) and that the information is correct, the Secretary of State shall prepare a declaration of reinstatement that states this determination, sign, and file the original of the declaration of reinstatement, and serve the limited partnership with a copy. (c) When reinstatement becomes effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the limited partnership may resume its activities as if the administrative dissolution had never occurred. History Acts 2007, No. 15, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 8 — Dissolution 4-47-811. Appeal from denial of reinstatement. (a) If the Secretary of State denies a limited partnership's application for reinstatement following administrative dissolution, the Secretary of State shall prepare, sign and file a notice that explains the reason or reasons for denial and serve the limited partnership with a copy of the notice. (b) Within 30 days after service of the notice of denial, the limited partnership may appeal from the denial of reinstatement by petitioning the circuit court to set aside the dissolution. The petition must be served on the Secretary of State and contain a copy of the Secretary of State's declaration of dissolution, the limited partnership's application for reinstatement, and the Secretary of State's notice of denial. (c) The court may summarily order the Secretary of State to reinstate the dissolved limited partnership or may take other action the court considers appropriate. History Acts 2007, No. 15, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 8 — Dissolution 4-47-812. Disposition of assets — When contributions required. (a) In winding up a limited partnership's activities, the assets of the limited partnership, including the contributions required by this section, must be applied to satisfy the limited partnership's obligations to creditors, including, to the extent permitted by law, partners that are creditors. (b) Any surplus remaining after the limited partnership complies with subsection (a) must be paid in cash as a distribution. (c) If a limited partnership's assets are insufficient to satisfy all of its obligations under subsection (a), with respect to each unsatisfied obligation incurred when the limited partnership was not a limited liability limited partnership, the following rules apply: (1) Each person that was a general partner when the obligation was incurred and that has not been released from the obligation under § 4-47-607 shall contribute to the limited partnership for the purpose of enabling the limited partnership to satisfy the obligation. The contribution due from each of those persons is in proportion to the right to receive distributions in the capacity of general partner in effect for each of those persons when the obligation was incurred. (2) If a person does not contribute the full amount required under subdivision (c)(1) with respect to an unsatisfied obligation of the limited partnership, the other persons required to contribute by subdivision (c)(1) on account of the obligation shall contribute the additional amount necessary to discharge the obligation. The additional contribution due from each of those other persons is in proportion to the right to receive distributions in the capacity of general partner in effect for each of those other persons when the obligation was incurred. (3) If a person does not make the additional contribution required by subdivision (c)(2), further additional contributions are determined and due in the same manner as provided in that paragraph. (d) A person that makes an additional contribution under subsection (c)(2) or (3) may recover from any person whose failure to contribute under subsection (c)(1) or (2) necessitated the additional contribution. A person may not recover under this subsection more than the amount additionally contributed. A person's liability under this subsection may not exceed the amount the person failed to contribute. (e) The estate of a deceased individual is liable for the person's obligations under this section. (f) An assignee for the benefit of creditors of a limited partnership or a partner, or a person appointed by a court to represent creditors of a limited partnership or a partner, may enforce a person's obligation to contribute under subsection (c). History Acts 2007, No. 15, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 9 — Foreign Limited Partnerships Tit. 4, Subtit. 4., Ch. 47, Subch. 9 Note Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 9 — Foreign Limited Partnerships 4-47-901. Governing law. (a) The laws of the State or other jurisdiction under which a foreign limited partnership is organized govern relations among the partners of the foreign limited partnership and between the partners and the foreign limited partnership and the liability of partners as partners for an obligation of the foreign limited partnership. (b) A foreign limited partnership may not be denied a certificate of authority by reason of any difference between the laws of the jurisdiction under which the foreign limited partnership is organized and the laws of this State. (c) A certificate of authority does not authorize a foreign limited partnership to engage in any business or exercise any power that a limited partnership may not engage in or exercise in this State. History Acts 2007, No. 15, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 9 — Foreign Limited Partnerships 4-47-902. Application for certificate of authority. (a) Before transacting business in this State, a foreign limited partnership shall apply for a certificate of authority to transact business in this State by delivering an application to the Secretary of State for filing. The application must state: (1) the name of the foreign limited partnership and, if the name does not comply with § 4-47-108, an alternate name adopted pursuant to § 4-47-905(a); (2) the name of the State or other jurisdiction under whose law the foreign limited partnership is organized; (3) the street and mailing address of the foreign limited partnership's principal office and, if the laws of the jurisdiction under which the foreign limited partnership is organized require the foreign limited partnership to maintain an office in that jurisdiction, the street and mailing address of the required office; (4) the information required by § 4-20-105(a) concerning the foreign limited partnership's initial agent for service of process in this State; (5) the name and street and mailing address of each of the foreign limited partnership's general partners; and (6) whether the foreign limited partnership is a foreign limited liability limited partnership. (b) A foreign limited partnership shall deliver with the completed application a certificate of existence or a record of similar import signed by the Secretary of State or other official having custody of the foreign limited partnership's publicly filed records in the State or other jurisdiction under whose law the foreign limited partnership is organized. History Acts 2007, No. 15, § 1; 2009, No. 814, § 14. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 9 — Foreign Limited Partnerships 4-47-903. Activities not constituting transacting business. (a) Activities of a foreign limited partnership which do not constitute transacting business in this State within the meaning of this chapter include: (1) maintaining, defending, and settling an action or proceeding; (2) holding meetings of its partners or carrying on any other activity concerning its internal affairs; (3) maintaining accounts in financial institutions; (4) maintaining offices or agencies for the transfer, exchange, and registration of the foreign limited partnership's own securities or maintaining trustees or depositories with respect to those securities; (5) selling through independent contractors; (6) soliciting or obtaining orders, whether by mail or electronic means or through employees or agents or otherwise, if the orders require acceptance outside this State before they become contracts; (7) creating or acquiring indebtedness, mortgages, or security interests in real or personal property; (8) securing or collecting debts or enforcing mortgages or other security interests in property securing the debts, and holding, protecting, and maintaining property so acquired; (9) conducting an isolated transaction that is completed within 30 days and is not one in the course of similar transactions of a like manner; and (10) transacting business in interstate commerce. (b) For purposes of this chapter, the ownership in this State of income-producing real property or tangible personal property, other than property excluded under subsection (a), constitutes transacting business in this State. (c) This section does not apply in determining the contacts or activities that may subject a foreign limited partnership to service of process, taxation, or regulation under any other law of this State. History Acts 2007, No. 15, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 9 — Foreign Limited Partnerships 4-47-904. Filing of certificate of authority. Unless the Secretary of State determines that an application for a certificate of authority does not comply with the filing requirements of this chapter, the Secretary of State, upon payment of all filing fees, shall file the application, prepare, sign and file a certificate of authority to transact business in this State, and send a copy of the filed certificate, together with a receipt for the fees, to the foreign limited partnership or its representative. History Acts 2007, No. 15, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 9 — Foreign Limited Partnerships 4-47-905. Noncomplying name of foreign limited partnership. (a) A foreign limited partnership whose name does not comply with § 4-47-108 may not obtain a certificate of authority until it adopts, for the purpose of transacting business in this State, an alternate name that complies with § 4-47-108. A foreign limited partnership that adopts an alternate name under this subsection and then obtains a certificate of authority with the name need not comply with § 4-38-112. After obtaining a certificate of authority with an alternate name, a foreign limited partnership shall transact business in this State under the name unless the foreign limited partnership is authorized under § 4-38-112 to transact business in this State under another name. (b) If a foreign limited partnership authorized to transact business in this State changes its name to one that does not comply with § 4-47-108, it may not thereafter transact business in this State until it complies with subsection (a) and obtains an amended certificate of authority. History Acts 2007, No. 15, § 1; 2021, No. 1041, § 28. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 9 — Foreign Limited Partnerships 4-47-906. Revocation of certificate of authority. (a) A certificate of authority of a foreign limited partnership to transact business in this State may be revoked by the Secretary of State in the manner provided in subsections (b) and (c) if the foreign limited partnership does not: (1) pay, within 60 days after the due date, any fee, tax or penalty due to the Secretary of State under this chapter or other law; (2) deliver, within 60 days after the due date, its annual report required under § 4-47-210; (3) appoint and maintain an agent for service of process under the Model Registered Agents Act, § 4-20-101 et seq.; or (4) deliver for filing a statement of a change under § 4-20-108 within 30 days after a change has occurred in the name or address of the agent. (b) In order to revoke a certificate of authority, the Secretary of State must prepare, sign, and file a notice of revocation and send a copy to the foreign limited partnership's agent for service of process in this State, or if the foreign limited partnership does not appoint and maintain a proper agent in this State, to the foreign limited partnership's principal office. The notice must state: (1) the revocation's effective date, which must be at least 60 days after the date the Secretary of State sends the copy; and (2) the foreign limited partnership's failures to comply with subsection (a) which are the reason for the revocation. (c) The authority of the foreign limited partnership to transact business in this State ceases on the effective date of the notice of revocation unless before that date the foreign limited partnership cures each failure to comply with subsection (a) stated in the notice. If the foreign limited partnership cures the failures, the Secretary of State shall so indicate on the filed notice. History Acts 2007, No. 15, § 1; 2007, No. 638, § 64; 2009, No. 814, § 15. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 9 — Foreign Limited Partnerships 4-47-907. Cancellation of certificate of authority — Effect of failure to have certificate. (a) In order to cancel its certificate of authority to transact business in this State, a foreign limited partnership must deliver to the Secretary of State for filing a notice of cancellation. The certificate is canceled when the notice becomes effective under § 4-47-206. (b) A foreign limited partnership transacting business in this State may not maintain an action or proceeding in this State unless it has a certificate of authority to transact business in this State. (c) The failure of a foreign limited partnership to have a certificate of authority to transact business in this State does not impair the validity of a contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending an action or proceeding in this State. (d) A partner of a foreign limited partnership is not liable for the obligations of the foreign limited partnership solely by reason of the foreign limited partnership's having transacted business in this State without a certificate of authority. (e) If a foreign limited partnership transacts business in this State without a certificate of authority or cancels its certificate of authority, it appoints the Secretary of State as its agent for service of process for rights of action arising out of the transaction of business in this State. History Acts 2007, No. 15, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 9 — Foreign Limited Partnerships 4-47-908. Action by Secretary of State. The Secretary of State may maintain an action to restrain a foreign limited partnership from transacting business in this State in violation of this chapter. History Acts 2007, No. 15, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- ® Code of Arkansas Public Access Help Sign Out About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 10 — Actions by Partners 4-47-1003. Proper plaintiff. A derivative action may be maintained only by a person that is a partner at the time the action is commenced and: (1) that was a partner when the conduct giving rise to the action occurred; or (2) whose status as a partner devolved upon the person by operation of law or pursuant to the terms of the partnership agreement from a person that was a partner at the time of the conduct. History Acts 2007, No. 15, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 10 — Actions by Partners 4-47-1004. Pleading. In a derivative action, the complaint must state with particularity: (1) the date and content of plaintiff's demand and the general partners' response to the demand; or (2) why demand should be excused as futile. History Acts 2007, No. 15, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 10 — Actions by Partners 4-47-1005. Proceeds and expenses. (a) Except as otherwise provided in subsection (b): (1) any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, belong to the limited partnership and not to the derivative plaintiff; (2) if the derivative plaintiff receives any proceeds, the derivative plaintiff shall immediately remit them to the limited partnership. (b) If a derivative action is successful in whole or in part, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees, from the recovery of the limited partnership. History Acts 2007, No. 15, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 11 — Conversion and Merger Tit. 4, Subtit. 4., Ch. 47, Subch. 11 Note Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 11 — Conversion and Merger 4-47-1101. Definitions. In this subchapter: (1) “Constituent limited partnership” means a constituent organization that is a limited partnership. (2) “Constituent organization” means an organization that is party to a merger. (3) “Converted organization” means the organization into which a converting organization converts pursuant to §§ 4-47-1102 through 4-47-1105. (4) “Converting limited partnership” means a converting organization that is a limited partnership. (5) “Converting organization” means an organization that converts into another organization pursuant to § 4-47-1102. (6) “General partner” means a general partner of a limited partnership. (7) “Governing statute” of an organization means the statute that governs the organization's internal affairs. (8) “Organization” means a general partnership, including a limited liability partnership; limited partnership, including a limited liability limited partnership; limited liability company; business trust; corporation; or any other person having a governing statute. The term includes domestic and foreign organizations whether or not organized for profit. (9) “Organizational documents” means: (A) for a domestic or foreign general partnership, its partnership agreement; (B) for a limited partnership or foreign limited partnership, its certificate of limited partnership and partnership agreement; (C) for a domestic or foreign limited liability company, its certificate of organization and operating agreement, or comparable records as provided in its governing statute; (D) for a business trust, its agreement of trust and declaration of trust; (E) for a domestic or foreign corporation for profit, its articles of incorporation, bylaws, and other agreements among its shareholders which are authorized by its governing statute, or comparable records as provided in its governing statute; and (F) for any other organization, the basic records that create the organization and determine its internal governance and the relations among the persons that own it, have an interest in it, or are members of it. (10) “Personal liability” means personal liability for a debt, liability, or other obligation of an organization which is imposed on a person that co-owns, has an interest in, or is a member of the organization: (A) by the organization's governing statute solely by reason of the person co-owning, having an interest in, or being a member of the organization; or (B) by the organization's organizational documents under a provision of the organization's governing statute authorizing those documents to make one or more specified persons liable for all or specified debts, liabilities, and other obligations of the organization solely by reason of the person or persons co-owning, having an interest in, or being a member of the organization. (11) “Surviving organization” means an organization into which one or more other organizations are merged. A surviving organization may preexist the merger or be created by the merger. History Acts 2007, No. 15, § 1; 2023, No. 108, § 5. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 11 — Conversion and Merger 4-47-1102. Conversion. (a) An organization other than a limited partnership may convert to a limited partnership, and a limited partnership may convert to another organization pursuant to this section and §§ 4-47-1103 through 4-47-1105 and a plan of conversion, if: (1) the other organization's governing statute authorizes the conversion; (2) the conversion is not prohibited by the law of the jurisdiction that enacted the governing statute; and (3) the other organization complies with its governing statute in effecting the conversion. (b) A plan of conversion must be in a record and must include: (1) the name and form of the organization before conversion; (2) the name and form of the organization after conversion; and (3) the terms and conditions of the conversion, including the manner and basis for converting interests in the converting organization into any combination of money, interests in the converted organization, and other consideration; and (4) the organizational documents of the converted organization. History Acts 2007, No. 15, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 11 — Conversion and Merger 4-47-1103. Action on plan of conversion by converting limited partnership. (a) Subject to § 4-47-1110, a plan of conversion must be consented to by all the partners of a converting limited partnership. (b) Subject to § 4-47-1110 and any contractual rights, after a conversion is approved, and at any time before a filing is made under § 4-47-1104, a converting limited partnership may amend the plan or abandon the planned conversion: (1) as provided in the plan; and (2) except as prohibited by the plan, by the same consent as was required to approve the plan. History Acts 2007, No. 15, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 11 — Conversion and Merger 4-47-1104. Filings required for conversion — Effective date. (a) After a plan of conversion is approved: (1) a converting limited partnership shall deliver to the Secretary of State for filing articles of conversion, which must include: (A) a statement that the limited partnership has been converted into another organization; (B) the name and form of the organization and the jurisdiction of its governing statute; (C) the date the conversion is effective under the governing statute of the converted organization; (D) a statement that the conversion was approved as required by this chapter; (E) a statement that the conversion was approved as required by the governing statute of the converted organization; and (F) a statement confirming that the converted organization has filed a statement appointing an agent for service of process under § 4-20-112 if the converted organization is a foreign organization not authorized to transact business in this State, the street and mailing address of an office which may be used for service of process under § 4-47-1105(c); and (2) if the converting organization is not a converting limited partnership, the converting organization shall deliver to the Secretary of State for filing a certificate of limited partnership, which must include, in addition to the information required by § 4-47-201: (A) a statement that the limited partnership was converted from another organization; (B) the name and form of the organization and the jurisdiction of its governing statute; and (C) a statement that the conversion was approved in a manner that complied with the organization's governing statute. (b) A conversion becomes effective: (1) if the converted organization is a limited partnership, when the certificate of limited partnership takes effect; and (2) if the converted organization is not a limited partnership, as provided by the governing statute of the converted organization. History Acts 2007, No. 15, § 1; 2007, No. 638, § 65; 2009, No. 814, § 16. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 11 — Conversion and Merger 4-47-1105. Effect of conversion. (a) An organization that has been converted pursuant to 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 debts, liabilities, and other obligations of the converting organization continue as obligations of the converted organization; (3) an action or proceeding pending by or against the converting organization may be continued as if the conversion had not occurred; (4) except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of the converting organization remain vested in the converted organization; (5) except as otherwise provided in the plan of conversion, the terms and conditions of the plan of conversion take effect; and (6) except as otherwise agreed, the conversion does not dissolve a converting limited partnership for the purposes of subchapter 8. (c) A converted organization that is a foreign organization consents to the jurisdiction of the courts of this State to enforce any obligation owed by the converting limited partnership, if before the conversion the converting limited partnership was subject to suit in this State on the obligation. A converted organization that is a foreign organization and not authorized to transact business in this State may be served with process under § 4-20-113 if the converted organization: (1) fails to appoint an agent for service of process under § 4-20-112; (2) no longer has an agent for service of process; or (3) has an agent for service of process that cannot with reasonable diligence be served. History Acts 2007, No. 15, § 1; 2007, No. 638, § 66; 2009, No. 814, § 17. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 11 — Conversion and Merger 4-47-1106. Merger. (a) A limited partnership may merge with one or more other constituent organizations pursuant to this section and §§ 4-47-1107 through 4-47-1109 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 of a jurisdiction that enacted any of those governing statutes; and (3) each of the other organizations complies with its governing statute in effecting the merger. (b) A plan of merger must be in a record and must include: (1) the name and form of each constituent organization; (2) the name and form of the surviving organization and, if the surviving organization is to be created by the merger, a statement to that effect; (3) the terms and conditions of the merger, including the manner and basis for converting the interests in each constituent organization into any combination of money, interests in the surviving organization, and other consideration; (4) if the surviving organization is to be created by the merger, the surviving organization's organizational documents; and (5) if the surviving organization is not to be created by the merger, any amendments to be made by the merger to the surviving organization's organizational documents. History Acts 2007, No. 15, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 11 — Conversion and Merger 4-47-1107. Action on plan of merger by constituent limited partnership. (a) Subject to § 4-47-1110, a plan of merger must be consented to by all the partners of a constituent limited partnership. (b) Subject to § 4-47-1110 and any contractual rights, after a merger is approved, and at any time before a filing is made under § 4-47-1108, a constituent limited partnership may amend the plan or abandon the planned merger: (1) as provided in the plan; and (2) except as prohibited by the plan, with the same consent as was required to approve the plan. History Acts 2007, No. 15, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 11 — Conversion and Merger 4-47-1108. Filings required for merger — Effective date. (a) After each constituent organization has approved a merger, articles of merger must be signed on behalf of: (1) each preexisting constituent limited partnership, by each general partner listed in the certificate of limited partnership; and (2) each other preexisting constituent organization, by an authorized representative. (b) The articles of merger must include: (1) the name and form of each constituent organization and the jurisdiction of its governing statute; (2) the name and form of the surviving organization, the jurisdiction of its governing statute, and, if the surviving organization is created by the merger, a statement to that effect; (3) the date the merger is effective under the governing statute of the surviving organization; (4) if the surviving organization is to be created by the merger: (A) if it will be a limited partnership, the limited partnership's certificate of limited partnership; or (B) if it will be an organization other than a limited partnership, the organizational document that creates the organization; (5) if the surviving organization preexists the merger, any amendments provided for in the plan of merger for the organizational document that created the organization; (6) a statement as to each constituent organization that the merger was approved as required by the organization's governing statute; (7) a statement confirming that the surviving organization has filed a statement appointing an agent for service of process under § 4-20-112 if the surviving organization is a foreign organization not authorized to transact business in this State; and (8) any additional information required by the governing statute of any constituent organization. (c) Each constituent limited partnership shall deliver the articles of merger for filing in the office of the Secretary of State. (d) A merger becomes effective under this subchapter: (1) if the surviving organization is a limited partnership, upon the later of: (A) compliance with subsection (c); or (B) subject to § 4-47-206(c), as specified in the articles of merger; (2) if the surviving organization is not a limited partnership, as provided by the governing statute of the surviving organization. History Acts 2007, No. 15, § 1; 2007, No. 638, § 67; 2009, No. 814, § 18. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 11 — Conversion and Merger 4-47-1109. Effect of merger. (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 ceases to exist vests in the surviving organization; (4) all debts, liabilities, and other obligations of each constituent organization that ceases to exist continue as obligations of the surviving organization; (5) an action or proceeding pending by or against any constituent organization that ceases to exist may be continued as if the merger had not occurred; (6) except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of each constituent organization that ceases to exist vest in the surviving organization; (7) except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect; (8) except as otherwise agreed, if a constituent limited partnership ceases to exist, the merger does not dissolve the limited partnership for the purposes of subchapter 8; (9) if the surviving organization is created by the merger: (A) if it is a limited partnership, the certificate of limited partnership becomes effective; or (B) if it is an organization other than a limited partnership, the organizational document that creates the organization becomes effective; and (10) if the surviving organization preexists the merger, any amendments provided for in the articles of merger for the organizational document that created the organization become effective. (b) A surviving organization that is a foreign organization consents to the jurisdiction of the courts of this State to enforce any obligation owed by a constituent organization, if before the merger the constituent organization was subject to suit in this State on the obligation. A surviving organization that is a foreign organization and not authorized to transact business in this State may be served with process under § 4-20-113 if the surviving organization: (1) Fails to appoint an agent for service of process under § 4-20-112; (2) No longer has an agent for service of process; or (3) Has an agent for service of process that cannot with reasonable diligence be served. History Acts 2007, No. 15, § 1; 2007, No. 638, § 68; 2009, No. 814, § 19. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 11 — Conversion and Merger 4-47-1110. Restrictions on approval of conversions and mergers and on relinquishing limited liability limited partnership status. (a) If a partner of a converting or constituent limited partnership will have personal liability with respect to a converted or surviving organization, approval and amendment of a plan of conversion or merger are ineffective without the consent of the partner, unless: (1) the limited partnership's partnership agreement provides for the approval of the conversion or merger with the consent of fewer than all the partners; and (2) the partner has consented to the provision of the partnership agreement. (b) An amendment to a certificate of limited partnership which deletes a statement that the limited partnership is a limited liability limited partnership is ineffective without the consent of each general partner unless: (1) the limited partnership's partnership agreement provides for the amendment with the consent of less than all the general partners; and (2) each general partner that does not consent to the amendment has consented to the provision of the partnership agreement. (c) A partner does not give the consent required by subsection (a) or (b) merely by consenting to a provision of the partnership agreement which permits the partnership agreement to be amended with the consent of fewer than all the partners. History Acts 2007, No. 15, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 11 — Conversion and Merger 4-47-1111. Liability of general partner after conversion or merger. (a) A conversion or merger under this chapter does not discharge any liability under §§ 4-47-404 and 4-47-607 of a person that was a general partner in or dissociated as a general partner from a converting or constituent limited partnership, but: (1) the provisions of this chapter pertaining to the collection or discharge of the liability continue to apply to the liability; (2) for the purposes of applying those provisions, the converted or surviving organization is deemed to be the converting or constituent limited partnership; and (3) if a person is required to pay any amount under this subsection: (A) the person has a right of contribution from each other person that was liable as a general partner under § 4-47-404 when the obligation was incurred and has not been released from the obligation under § 4-47-607; and (B) the contribution due from each of those persons is in proportion to the right to receive distributions in the capacity of general partner in effect for each of those persons when the obligation was incurred. (b) In addition to any other liability provided by law: (1) a person that immediately before a conversion or merger became effective was a general partner in a converting or constituent limited partnership that was not a limited liability limited partnership is personally liable for each obligation of the converted or surviving organization arising from a transaction with a third party after the conversion or merger becomes effective, if, at the time the third party enters into the transaction, the third party: (A) does not have notice of the conversion or merger; and (B) reasonably believes that: (i) the converted or surviving business is the converting or constituent limited partnership; (ii) the converting or constituent limited partnership is not a limited liability limited partnership; and (iii) the person is a general partner in the converting or constituent limited partnership; and (2) a person that was dissociated as a general partner from a converting or constituent limited partnership before the conversion or merger became effective is personally liable for each obligation of the converted or surviving organization arising from a transaction with a third party after the conversion or merger becomes effective, if: (A) immediately before the conversion or merger became effective the converting or surviving limited partnership was not a limited liability limited partnership; and (B) at the time the third party enters into the transaction less than two years have passed since the person dissociated as a general partner and the third party: (i) does not have notice of the dissociation; (ii) does not have notice of the conversion or merger; and (iii) reasonably believes that the converted or surviving organization is the converting or constituent limited partnership, the converting or constituent limited partnership is not a limited liability limited partnership, and the person is a general partner in the converting or constituent limited partnership. History Acts 2007, No. 15, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 11 — Conversion and Merger 4-47-1112. Power of general partners and persons dissociated as general partners to bind organization after conversion or merger. (a) An act of a person that immediately before a conversion or merger became effective was a general partner in a converting or constituent limited partnership binds the converted or surviving organization after the conversion or merger becomes effective, if: (1) before the conversion or merger became effective, the act would have bound the converting or constituent limited partnership under § 4-47-402; and (2) at the time the third party enters into the transaction, the third party: (A) does not have notice of the conversion or merger; and (B) reasonably believes that the converted or surviving business is the converting or constituent limited partnership and that the person is a general partner in the converting or constituent limited partnership. (b) An act of a person that before a conversion or merger became effective was dissociated as a general partner from a converting or constituent limited partnership binds the converted or surviving organization after the conversion or merger becomes effective, if: (1) before the conversion or merger became effective, the act would have bound the converting or constituent limited partnership under § 4-47-402 if the person had been a general partner; and (2) at the time the third party enters into the transaction, less than two years have passed since the person dissociated as a general partner and the third party: (A) does not have notice of the dissociation; (B) does not have notice of the conversion or merger; and (C) reasonably believes that the converted or surviving organization is the converting or constituent limited partnership and that the person is a general partner in the converting or constituent limited partnership. (c) If a person having knowledge of the conversion or merger causes a converted or surviving organization to incur an obligation under subsection (a) or (b), the person is liable: (1) to the converted or surviving organization for any damage caused to the organization arising from the obligation; and (2) if another person is liable for the obligation, to that other person for any damage caused to that other person arising from the liability. History Acts 2007, No. 15, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 11 — Conversion and Merger 4-47-1113. Chapter not exclusive. This chapter does not preclude an entity from being converted or merged under other law. History Acts 2007, No. 15, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 12 — Miscellaneous Provisions 4-47-1201. Uniformity of application and construction. 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. History Acts 2007, No. 15, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 12 — Miscellaneous Provisions 4-47-1202. Severability clause. If any provision of this chapter or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of this chapter which can be given effect without the invalid provision or application, and to this end the provisions of this chapter are severable. History Acts 2007, No. 15, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 12 — Miscellaneous Provisions 4-47-1203. Relation to Electronic Signatures in Global and National Commerce Act. This chapter modifies, limits, or supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. § 7001 et seq., but this chapter does not modify, limit, or supersede § 101(c) of that Act or authorize electronic delivery of any of the notices described in § 103(b) of that Act. History Acts 2007, No. 15, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 12 — Miscellaneous Provisions 4-47-1204. Effective date. This chapter takes effect on September 1, 2007. History Acts 2007, No. 15, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 12 — Miscellaneous Provisions 4-47-1205. [Reserved.] Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 12 — Miscellaneous Provisions 4-47-1206. Application to existing relationships. (a) Except as otherwise provided in subsection (b), on and after September 1, 2007, this chapter governs all limited partnerships. (b) With respect to a limited partnership formed before this chapter takes effect, the following rules apply except as the partners otherwise elect in the manner provided in the partnership agreement or by law for amending the partnership agreement: (1) section 4-47-104(c) does not apply and the limited partnership has whatever duration it had under the law applicable immediately before the limited partnership became subject to this chapter; (2) the limited partnership is not required to amend its certificate of limited partnership to comply with § 4-47-201(a)(4); (3) sections 4-47-601 and 4-47-602 do not apply and a limited partner has the same right and power to dissociate from the limited partnership, with the same consequences, as existed immediately before the limited partnership became subject to this chapter; (4) section 4-47-603(4) does not apply; (5) section 4-47-603(5) does not apply and a court has the same power to expel a general partner as the court had immediately before the limited partnership became subject to this chapter; and (6) section 4-47-801(3) does not apply and the connection between a person's dissociation as a general partner and the dissolution of the limited partnership is the same as existed immediately before the limited partnership became subject to this chapter. (c) If subsection (a) causes a limited partnership that was a limited liability limited partnership under § 4-43-1110 [repealed] to become subject to this chapter: (1) if immediately before it became subject to this chapter its name complied with § 4-43-1110 [repealed], the affected limited partnership may maintain its name even if the name does not comply with § 4-47-108(c); and (2) the application to register the limited partnership that was a limited liability limited partnership under § 4-43-1110 [repealed] on file with the Secretary of State pursuant to § 4-43-1110 [repealed] is deemed to amend the limited partnership's certificate of limited partnership to state that the limited partnership is a limited liability limited partnership. History Acts 2007, No. 15, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 12 — Miscellaneous Provisions 4-47-1207. Savings clause. This chapter does not affect an action commenced, proceeding brought, or right accrued before this chapter takes effect. History Acts 2007, No. 15, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 12 — Miscellaneous Provisions 4-47-1208. Effect of designation. Except as otherwise provided in this chapter, a limited partnership remains the same entity for purposes of holding title to or conveying an interest in real or personal property and for all other purposes: (1) During the winding up of the limited partnership following its dissolution; (2) Whether the certificate of limited partnership is amended to add or delete a statement that the limited partnership is a limited liability limited partnership pursuant to § 4-47-406(b)(2); and (3) Regardless of whether the words “limited partnership”, “limited liability limited partnership”, or the designation “LP”, “L.P.”, “LLLP”, or “L.L.L.P.” are used in an instrument conveying an interest in real or personal property to or from the limited partnership or in any other writing. History Acts 2007, No. 15, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 12 — Miscellaneous Provisions 4-47-1209. Formation of future limited partnerships. Beginning on September 1, 2007, no person may form an entity under the Revised Limited Partnership Act of 1991, § 4-43-101 et seq. [repealed]. History Acts 2007, No. 15, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 13 — Filing Fees Tit. 4, Subtit. 4., Ch. 47, Subch. 13 Note Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 13 — Filing Fees 4-47-1301. Fees for limited partnerships. (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 by a domestic or foreign limited partnership:Click here to view table. (b) The Secretary of State shall collect a fee of twenty-five dollars ($25.00) each time process is served on him or her under this chapter. The party to a proceeding causing service of process is entitled to recover the service of process fee as costs if the party prevails in the proceeding. (c) The Secretary of State shall collect the following fees for copying and certifying the copy of any filed document relating to a domestic or foreign limited liability limited partnership: (1) Fifty cents (50¢) per page for copying; and (2) Five dollars ($5.00) for the certificate. (d) The Secretary of State shall collect the following fees when the documents described in this subsection are delivered to him or her by electronic means:Click here to view table. History Acts 2007, No. 15, § 1; 2007, No. 638, § 69; 2007, No. 646, § 13. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. PartnershipsChapter 47 Uniform Limited Partnership Act (2001)Subchapter 13 — Filing Fees 4-47-1302. Fees for limited liability limited partnerships. (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:Click here to view table. (b) The Secretary of State shall collect a fee of twenty-five dollars ($25.00) each time process is served on him or her under this section. The party to a proceeding causing service of process is entitled to recover the service of process fee as costs if the party prevails in the proceeding. (c) The Secretary of State shall collect the following fees for copying and certifying the copy of any filed document relating to a domestic or foreign limited liability limited partnership: (1) Fifty cents (50¢) per page for copying; and (2) Five dollars ($5.00) for the certificate. History Acts 2007, No. 15, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 4. Partnerships Tit. 4, Subtit. 4., Ch. 48–55 Note Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 5. Contracts, Notes, and Other Commercial InstrumentsChapter 56 General Provisions 4-56-101. Attorney's fees. (a) A provision in a promissory note for the payment of reasonable attorney's fees, not to exceed ten percent (10%) of the amount of principal due, plus accrued interest, for services actually rendered in accordance with its terms is enforceable as a contract of indemnity. (b) This section shall apply only to notes executed from and after June 7, 1951. History Acts 1951, No. 350, §§ 1, 2; A.S.A. 1947, §§ 68-910, 68-910n. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 5. Contracts, Notes, and Other Commercial InstrumentsChapter 56 General Provisions 4-56-102. Unlawful acts relating to secured interests on certain farm products. (a) It shall be unlawful for any person who buys soybeans, corn, wheat, rice, or milo from a person engaged in farming operations, or for any commission merchant or selling agent who sells soybeans, corn, wheat, rice, or milo for a person engaged in farming operations for a fee or commission, to knowingly fail to include as joint payee on the check or other instrument issued in payment for the farm products the name of any person disclosed by the seller as having a security interest in the farm products. (b) It shall be unlawful for any person engaged in farming operations who sells soybeans, corn, wheat, rice, or milo to knowingly fail to disclose the names of any parties having a security interest in the farm products before accepting payment of the proceeds of the sale. (c) (1) It shall be unlawful for a person who owes payment or other performance of an obligation under a security agreement to sell or otherwise dispose of soybeans, corn, wheat, rice, or milo used as collateral or any part thereof and to knowingly fail to pay to the secured party the amount of the proceeds from such sale or other disposition if the person: (A) Has no right to sell or otherwise dispose of the farm products used as collateral; or (B) Has the right to sell or otherwise dispose of the farm products used as collateral, provided that the secured party receives the proceeds from such sale or other disposition. (2) Failure to pay the proceeds to the secured party within ten (10) days after the sale or other disposition of the collateral shall be prima facie evidence of a knowing failure to pay under this section. (d) A violation of this section shall be a Class C felony. (e) The terms used in this section shall have the same meaning as used in the Uniform Commercial Code, Acts 1961, No. 185, as amended. History Acts 1985, No. 1067, §§ 1, 2; 1985, No. 1085, §§ 1, 2; A.S.A. 1947, §§ 41-2304.1, 41-2304.2; Acts 2005, No. 1994, § 415. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 5. Contracts, Notes, and Other Commercial InstrumentsChapter 56 General Provisions 4-56-103. Reimbursement for taxes. (a) (1) If a contract requires one (1) party to reimburse another party for the federal excise tax imposed by 26 U.S.C. § 4081 or 26 U.S.C. § 4091, whether as a separate item or as part of the contract price, the reimbursing party at its option and notwithstanding contrary terms of the contract shall not be required to make the reimbursement more than one (1) business day before the day on which the reimbursed party must remit the taxes to the Internal Revenue Service. (2) Exercise of the option provided by subdivision (a)(1) of this section shall not relieve the reimbursing party of its obligation to make the reimbursement as required by the contract but shall affect only the timing of that reimbursement. (b) (1) Written notice of the reimbursing party's intent to exercise the option provided in subsection (a) of this section shall be given to the reimbursed party. (2) The notice shall state the effective date of the exercise of the option which shall be no earlier than thirty (30) days after the notice of intent is received by the reimbursed party or the beginning of the reimbursed party's next federal tax quarter, whichever is later. (c) (1) If a reimbursing party exercises the option provided in subsection (a) of this section, the reimbursed party may demand security for the payment of the taxes in proportion to the amount the taxes represent compared to the security demanded on the contract as a whole. (2) The reimbursed party may also require reimbursement to be made by electronic transfer of funds but may not change the other payment terms of the contract without a valid business reason. (d) (1) This section shall apply to all contracts that are: (A) Continuing contracts with no fixed expiration date and in effect on August 12, 2005; or (B) Entered into or renewed after August 12, 2005. (2) All contracts in effect on August 12, 2005, that contain a fixed expiration date shall be governed by the law as it existed prior to August 12, 2005. History Acts 2005, No. 254, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 5. Contracts, Notes, and Other Commercial InstrumentsChapter 56 General Provisions 4-56-104. Hold harmless clause in construction contracts unenforceable — Definitions. (a) As used in this section: (1) “Construction” means any of the following services, functions, or combination of the following services or functions to construct a building, building site, or structure, to construct a permanent improvement to a building, building site, or structure, including sitework: (A) Alteration; (B) Design; (C) Erection; (D) Reconditioning; (E) Renovation; (F) Repair; or (G) Replacement; (2) (A) “Construction agreement” means the bargain of the parties in fact, as found in the language of the parties or inferred from other circumstances, including course of performance, course of dealing, or usage of trade as provided in § 4-1-303. (B) “Construction agreement” does not include an insurance contract, a construction bond, or a contract to defend a party against liability; (3) (A) “Construction contract” means the total legal obligation that results from the parties' agreement as supplemented by any other applicable law. (B) “Construction contract” does not include an insurance contract, a construction bond, or a contract to defend a party against liability; (4) “Gas” means natural gas, including casing-head gas and all other hydrocarbons that are not oil under subdivision (a)(5) of this section; (5) “Oil” means crude petroleum oil and other hydrocarbons regardless of gravity that are produced at the well in liquid form by ordinary production methods and are not the result of condensation of gas after it leaves the reservoir; and (6) “Operator” means a person that has the right as a landowner or by agreement with a landowner to enter on the land of another to explore, drill, and develop for the production of brine, oil, gas, and any other petroleum hydrocarbons. (b) A provision in a construction agreement or construction contract is void and unenforceable as against public policy if it requires an entity or that entity's insurer to indemnify, defend, or hold harmless another entity against liability for damage arising out of the death of or bodily injury to a person or persons or damage to property, which arises out of the negligence or fault of the indemnitee, its agents, representatives, subcontractors, or suppliers. (c) A provision, covenant, clause, or understanding written in a construction agreement or construction contract that conflicts with the provisions and intent of this section or attempts to circumvent this section by making the construction agreement or construction contract subject to the laws of another state, or that requires any litigation, arbitration, or other alternative dispute resolution proceeding arising from the construction agreement or construction contract to be conducted in another state, is void and unenforceable. (d) A clause described under subsections (b) and (c) of this section is severable from the construction agreement or construction contract and shall not cause the entire construction agreement or construction contract to become unenforceable. (e) The provisions of this section do not affect any provision in a construction agreement or construction contract: (1) That requires an entity or that entity's insurer to indemnify another entity against liability for damage arising out of the death of or bodily injury to persons, or damage to property, but the indemnification shall not exceed any amounts that are greater than that represented by the degree or percentage of negligence or fault attributable to the indemnitors, its agents, representatives, subcontractors, or suppliers; or (2) To provide construction work or services to an operator or other person directly related to activities or operations stemming from the exploration, drilling, production, processing, gathering, or movement of oil or gas, including without limitation the planning, construction, site preparation, or installation of equipment, facilities, or structures, on or off at least one (1) site where any exploration or production operations have occurred, are occurring, or will occur. History Acts 2007, No. 874, § 2; 2009, No. 540, § 2; 2011, No. 719, § 1; 2015, No. 1110, §§ 1-4; 2015, No. 1120, §§ 1-4. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 5. Contracts, Notes, and Other Commercial InstrumentsChapter 56 General Provisions 4-56-105. Cross-collateralization clauses — Definition. (a) As used in this section, unless the context otherwise requires, “cross-collateralization clause” means a clause that by its terms grants a security interest established under a separate security agreement, instrument, mortgage, or deed of trust to secure debt or another obligation other than that for which it was specifically incurred, including without limitation a preexisting or subsequent debt or obligation. (b) A cross-collateralization clause that grants a security interest for a personal, family, household, or commercial purpose is valid and enforceable, whether or not the cross-collateralization clause is specific or general, lists or identifies existing debts or obligations, or secures debts incurred for the same purpose as the original debt. (c) A cross-collateralization clause is valid and enforceable if the cross-collateralization clause meets the requirements of this section. (d) A cross-collateralization clause in a security instrument that does not identify the preexisting debt, value, or obligation is not invalid if the cross-collateralization clause meets the requirements of this section. (e) (1) The failure to comply with this section shall render the cross-collateralization clause void. (2) A cross-collateralization clause that is void shall not affect or impair the validity of the security agreement, instrument, mortgage, or deed of trust. (f) This section applies to a security agreement, instrument, mortgage, or deed of trust executed on and after September 1, 2021. History Acts 2021, No. 313, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 5. Contracts, Notes, and Other Commercial InstrumentsChapter 56 General Provisions 4-56-106. Specie or legal tender — Definitions. (a) As used in this section: (1) “Bullion” means refined precious gold or silver metal bullion of any shape or form as adopted by rule of the Chief Fiscal Officer of the State that is valued primarily based on its metal content and not on its form or function; (2) “Bullion depository” means an entity providing vault facilities within the United States for the storage of bullion that: (A) Is accredited by the London Bullion Market Association for storage of bullion; (B) Complies with the prescribed London Bullion Market Association best practice guidelines for the storage of bullion; and (C) Has a contractual relationship to provide vault services to hold and receive deposits of specie or legal tender for an authorized precious metals-backed electronic payment system vendor; (3) “Legal tender” means a recognized medium of exchange for the payment of debts and taxes; (4) “Precious metals-backed electronic payment system” means an electronic payment system that: (A) Uses bullion held in a bullion depository as backing for electronic transactions; (B) Allows for the redemption of bullion by electronic payment system participants; (C) Enables the account holder to make payments to a participating vendor; and (D) Is an entity authorized and approved by the Chief Fiscal Officer of the State to provide an account that holds bullion and allows account holders to buy, sell, save, or spend bullion as a form of currency; (5) “Specie” means: (A) Coin having gold or silver content; or (B) Bullion that is coined, stamped, or imprinted with its weight and purity; (6) “State or local government” means: (A) A county; (B) A city of the first class, a city of the second class, or an incorporated town; or (C) Any other state entity or political subdivision of the state or an agency, board, or commission of the state entity or political subdivision of the state; and (7) (A) “Transactional gold and silver” means a representation of physical gold, silver, specie, or bullion that: (i) May be transferred through electronic or written instruction through a transaction by the owner of the specie; and (ii) Is fully redeemable as physical gold, silver, specie, or bullion. (B) The representation of physical gold, silver, specie, or bullion under subdivision (7)(A) of this section shall reflect the exact units of physical gold, silver, specie, or bullion in its fractional troy ounce measurement or grams. (b) Specie or legal tender shall consist of: (1) Specie coin issued by the United States Government; or (2) Other specie that an Arkansas court rules to be within state authority to make or designate as legal tender. (c) Specie or legal tender shall not be characterized as personal property for taxation or regulatory purposes. (d) (1) The exchange of one (1) type or form of legal tender for another type or form of legal tender shall not give rise to any tax liability. (2) The purchase, sale, or exchange of any type or form of specie shall not give rise to any tax liability. (e) Unless specifically provided by law or by contract, a person shall not compel another person to tender specie or to accept specie as legal tender. (f) The Attorney General's office shall enforce this section without prejudice to a private right of action. (g) If a valid contract expressly designates a type or form of specie as tender, then an Arkansas court asked to adjudicate the breach of such a contract shall require, as a remedy for the breach, the specific performance of tendering the type or form of specie specified in the contract. (h) Specie or legal tender may be recognized to pay private debts, taxes, and fees levied by the state or local government if the state or local government agrees to payment with physical gold or silver. (i) (1) The Chief Fiscal Officer of the State shall promulgate rules to implement and administer this section. (2) The rules promulgated under subdivision (i)(1) of this section shall include without limitation: (A) (i) The ability of a vendor to elect payment for goods or services from a precious metals-backed electronic payment system participant to be in either bullion or dollars at no additional cost to the vendor. (ii) The conversion of bullion into the dollar equivalent shall be based on the terms agreed upon by the parties and provide for the acceptance of specie, legal tender, or dollars as payment for any public debt, tax, fee, or obligation owed at the option of the vendor; (B) The security of the transactional gold and silver; (C) That all account costs, conversion fees, or other cost associated with the transactional gold and silver account remain with the precious metals-backed electronic payment system participant, the provider of the precious metals-backed electronic payment system, and the bullion depository, as agreed to between them under a contract; (D) Determining the sufficiency of the specie held by bullion depositories authorized in the state of their physical location; (E) Authorizing and approving precious metals-backed electronic system vendors to do business within this state; and (F) Fraud prevention. History Acts 2023, No. 595, § 2; 2025, No. 810, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 5. Contracts, Notes, and Other Commercial InstrumentsChapter 56 General Provisions 4-56-107. Digital currency — Legislative findings — Definitions. (a) The General Assembly finds that: (1) Digital currency may be used for many common things, including without limitation payment applications or through online transactions; (2) Individuals feel strongly about their right to privacy; (3) An individual may be tracked through the use of digital currency concerning purchases and locations; and (4) Tracking an individual without his or her knowledge and consent or a legal right to do so should be prohibited. (b) As used in this section: (1) “Central bank” means a financial institution given privileged control over the production and distribution of money and credit for the United States; (2) “Central bank digital currency” means a digital form of central bank money that is available to the general public; (3) “Central bank money” means legal tender that is a liability of the central bank; and (4) (A) “Digital currency” means a digital form of money that is available to the general public. (B) “Digital currency” includes central bank digital currency. (c) A digital currency tracker shall not be used in this state to track an individual's purchases or location through the use by an individual of digital currency unless: (1) A warrant has been issued in a criminal or civil court case that expressly authorizes the tracking of the individual's purchases; or (2) The individual knows and consents to the digital currency tracker. (d) (1) The Right to Financial Privacy Act of 1978, Pub. L. No. 95-630, restricts the ability of a government authority to access or obtain the financial records of a customer of a financial institution. (2) The Right to Financial Privacy Act of 1978, Pub. L. No. 95-630, provides exceptions for when a financial institution does not need customer consent for the disclosure, including if a legitimate law enforcement inquiry is submitted to the financial institution. (3) To the extent the disclosure authority is restricted by a state statute that limits the ability of a financial institution to share information relating to a legitimate law enforcement inquiry, it could be determined to conflict with the Right to Financial Privacy Act of 1978, Pub. L. No. 95-630, and would be subject to challenge under federal law. (4) (A) This section does not prohibit a financial institution, or an officer, employee, or agent of a financial institution, from complying with the Right to Financial Privacy Act of 1978, Pub. L. No. 95-630, the Bank Secrecy Act, Pub. L. No. 91-508, or Federal Financial Institutions Examination Council regulations, including without limitation currency transaction reports and suspicious activity reports. (B) A financial institution, or officer, employee, or agent thereof, refusing a request for disclosure of disclosure of protected nonpublic information under this subsection in good faith, shall not be liable to any government authority. History Acts 2023, No. 596, § 1; 2025, No. 164, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 5. Contracts, Notes, and Other Commercial InstrumentsChapter 56 General Provisions 4-56-108. Jurisdiction and venue requirements for certain contracts — Definition. (a) Notwithstanding any contractual provision to the contrary, if an Arkansas resident, while in this state, enters into a contract to purchase or to finance a purchase of real or personal property in Arkansas in an amount equal to or less than one hundred thousand dollars ($100,000), then: (1) Arkansas law governs the transaction; and (2) Any litigation pertaining to a contract described under this section is subject to the jurisdiction of this state. (b) This section only applies to personal property if the personal property is used as a dwelling unit in Arkansas. (c) As used in this section, “resident” means an individual only and does not include a corporate entity. History Acts 2025, No. 771, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 5. Contracts, Notes, and Other Commercial InstrumentsChapter 57 Interest and Usury Tit. 4, Subtit. 5., Ch. 57 Note Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 5. Contracts, Notes, and Other Commercial InstrumentsChapter 57 Interest and Usury 4-57-101. Calculation of interest — Definition. (a) Whenever in any statute, deed, written or verbal contract, or in any public or private instrument whatever, any certain interest is or may be mentioned, and no period of time is stated for the rate of interest to be calculated, interest shall be calculated at the rate mentioned by the year, in the same manner as if the words “per annum” or “by the year” had been added to the rate. (b) (1) For the purpose of calculating interest, a month shall be considered the twelfth part of a year, and as consisting of thirty (30) days. (2) Interest for any number of days less than a month shall be estimated by the proportion which the number of days shall bear to thirty (30). (c) (1) (A) (i) In calculating interest for a partial payment that is made on a consumer loan, the interest shall be calculated to the time when the partial payment was made, and the partial payment shall first be applied to the payment of the interest. (ii) If the partial payment exceeds the interest due on a consumer loan, the balance of the partial payment shall be applied to reduce the principal of the debt. (B) The method for calculating interest and applying payments under subdivision (c)(1)(A) of this section shall apply to all subsequent payments. (2) Interest shall not be added to the principal balance of a consumer loan if a payment falls short of paying the interest due. (3) Subdivisions (c)(1) and (2) of this section do not apply to commercial credit, including without limitation commercial real estate financing transactions. (4) As used in this subsection, “consumer loan” means an extension of credit for personal, family, or household purposes but does not include credit card debt, open account debt, or installment loans. (d) The rate of interest under a contract in which a rate of interest is not specified is six percent (6%) per annum. History Rev. Stat., ch. 80, §§ 10-12; C. & M. Dig., §§ 7357-7359; Pope's Dig., §§ 9396-9398; A.S.A. 1947, §§ 68-605 — 68-607; Acts 2013, No. 1214, § 1; 2013, No. 1223, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 5. Contracts, Notes, and Other Commercial InstrumentsChapter 57 Interest and Usury 4-57-102. Reservation or discounting of interest permitted. It is lawful for a party to loan money in this state by reserving or discounting interest upon commercial paper, mortgages, or other securities for any period authorized by a rule or regulation of the Federal Housing Administration or its successor or for a period of at least thirty-six (36) months, whichever is greater, at any rate of interest agreed upon by the parties not to exceed the applicable rate of interest, if any, prescribed by Arkansas Constitution, Amendment 89, whether the papers or securities for principal or interest are payable in this state, or in any other state, territory, kingdom, or country. History Acts 1868, No. 9, § 7, p. 32; 1875, No. 56, § 5, p. 145; 1895, No. 150, § 1, p. 235; C. & M. Dig., § 7355; Pope's Dig., § 9394; Acts 1953, No. 330, § 1; 1961, No. 71, § 1; A.S.A. 1947, § 68-604; Acts 2013, No. 1124, § 2. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 5. Contracts, Notes, and Other Commercial InstrumentsChapter 57 Interest and Usury 4-57-103. Statement of principal and interest. (a) Upon written request of the borrower or debtor, any seller, lender, or any other person, corporation, or legal entity extending credit in this state shall furnish the borrower or debtor at the time of extending credit or of making the sale with a statement separately stating the principal and interest charged for any goods, property, or services sold to the borrower or debtor. (b) (1) Any creditor willfully refusing to furnish the statement of principal and interest as required in this section or who upon furnishing the statement of principal and interest to the borrower or debtor fraudulently misrepresents the amount of principal or interest paid shall be guilty of a violation and upon conviction shall be subject to a fine of not less than fifty dollars ($50.00) nor more than five hundred dollars ($500). (2) Each violation of this section shall constitute a separate offense. History Acts 1969, No. 259, §§ 1, 2; A.S.A. 1947, §§ 68-612, 68-613; Acts 2005, No. 1994, § 37. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 5. Contracts, Notes, and Other Commercial InstrumentsChapter 57 Interest and Usury 4-57-104. Maximum rate of interest permitted. The parties to a contract may agree in writing to the payment of interest not exceeding the applicable rate of interest, if any, set forth in Arkansas Constitution, Amendment 89, on money due or to become due. History Acts 1875, No. 56, § 1, p. 145; C. & M. Dig., § 7353; Pope's Dig., § 9392; A.S.A. 1947, § 68-602; Acts 2013, No. 1124, § 3. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 5. Contracts, Notes, and Other Commercial InstrumentsChapter 57 Interest and Usury 4-57-105. Usurious interest prohibited. No person or corporation shall, directly or indirectly, take or receive in money, goods, things in action, or any other valuable thing, any greater sum or value for the loan or forbearance of money or goods, things in action, or any other valuable thing, than is prescribed in § 4-57-104. History Acts 1875, No. 56, § 2, p. 145; C. & M. Dig., § 7354; Pope's Dig., § 9393; A.S.A. 1947, § 68-603. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 5. Contracts, Notes, and Other Commercial InstrumentsChapter 57 Interest and Usury 4-57-106. [Repealed.] Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 5. Contracts, Notes, and Other Commercial InstrumentsChapter 57 Interest and Usury 4-57-107. [Repealed.] Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 5. Contracts, Notes, and Other Commercial InstrumentsChapter 57 Interest and Usury 4-57-108. [Repealed.] Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 5. Contracts, Notes, and Other Commercial InstrumentsChapter 57 Interest and Usury 4-57-109. Consumer lawsuit lending — Definitions. (a) As used in this section: (1) “Consumer” means an individual who is or may become a plaintiff or claimant in a dispute; (2) “Consumer lawsuit lender” means an individual or entity that engages in consumer lawsuit lending; (3) “Consumer lawsuit lending” means: (A) Providing money to a consumer to use for any purpose other than prosecuting the consumer's dispute, the repayment of which is conditioned upon and sourced from the consumer's proceeds from the outcome of the dispute by judgment, settlement, or otherwise; and (B) Purchasing from a consumer a contingent right to receive a share of the proceeds of the consumer's dispute by judgment, settlement, or otherwise; and (4) “Dispute” means: (A) A civil action; (B) An alternative dispute resolution proceeding; or (C) An administrative proceeding before an agency or instrumentality of the government of this state. (b) (1) The maximum rate of interest provided by § 4-57-104 applies to a consumer lawsuit lending transaction. (2) Any amount paid or payable to a consumer lawsuit lender under a consumer lawsuit lending transaction that exceeds the amount provided by the consumer lawsuit lender to the consumer in connection with a consumer's dispute shall be included as interest for purposes of § 4-57-104. (c) A contract or agreement governing a consumer lawsuit lending transaction shall: (1) Be in writing; and (2) (A) Prominently disclose the annual percentage rate applicable to the consumer lawsuit lending transaction. (B) The annual percentage rate shall be included in bold, 20-point type and Arial font surrounded by a black rectangle border of line weight one point five (1.5), as follows: Click here to view table. (d) A violation of this section is: (1) A deceptive and unconscionable trade practice under § 4-88-107; and (2) Subject to the penalties, remedies, and enforcement provided by § 4-88-101 et seq. History Acts 2015, No. 915, § 1; 2017, No. 261, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 5. Contracts, Notes, and Other Commercial InstrumentsChapter 58 Assignments Tit. 4, Subtit. 5., Ch. 58 Note Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 5. Contracts, Notes, and Other Commercial InstrumentsChapter 58 Assignments 4-58-101. Remedies unaltered by chapter. Nothing contained in this chapter shall change the nature of the defense or prevent the allowance of discounts or offsets, either in law or equity, that any defendant may have against the original assignor previous to the assignment or against the plaintiff or assignee after the assignment. History Rev. Stat., ch. 11, § 3; C. & M. Dig., § 477; Pope's Dig., § 514; A.S.A. 1947, § 68-803. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 5. Contracts, Notes, and Other Commercial InstrumentsChapter 58 Assignments 4-58-102. Assignment of certain instruments authorized. All bonds, bills, notes, agreements, and contracts in writing for the payment of money or property, or for both money and property, shall be assignable. History Rev. Stat., ch. 11, § 1; C. & M. Dig., § 475; Pope's Dig., § 512; A.S.A. 1947, § 68-801. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 5. Contracts, Notes, and Other Commercial InstrumentsChapter 58 Assignments 4-58-103. Consideration. It shall not be necessary for any assignee to set forth the consideration of any of the assignments on any such assigned paper. History Rev. Stat., ch. 11, § 5; C. & M. Dig., § 480; Pope's Dig., § 517; A.S.A. 1947, § 68-807. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 5. Contracts, Notes, and Other Commercial InstrumentsChapter 58 Assignments 4-58-104. Date of assignment. (a) All assignments of any instruments of writing shall bear the date upon which the assignment was made. (b) All blank assignments shall be taken to have been made on the day most to the advantage of the defendant. History Rev. Stat., ch. 11, §§ 6, 7; C. & M. Dig., §§ 481, 482; Pope's Dig., §§ 518, 519; A.S.A. 1947, §§ 68-808, 68-809. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 5. Contracts, Notes, and Other Commercial InstrumentsChapter 58 Assignments 4-58-105. Completion of assignments — Rights and remedies of debtor and subsequent assignees. (a) Every written assignment made in good faith, whether in the nature of a sale, pledge, or other transfer, or on account receivable or any moneys due or to become due on an open account or on a contract, except for wages and salaries, all of which shall be hereinafter referred to as “account”, with or without the giving of notice of the assignment to the debtor, shall be valid and complete at the time of the making of the assignment and shall be deemed to have been fully perfected at that time. (b) (1) After an assignment made in good faith is complete, no bona fide purchaser from the assignor, no creditor of the assignor, and no other assignee or transferee of the assignor in any event shall have or be deemed to have acquired any right or interest in the account so assigned or transferred or in the proceeds thereof or in any obligation substituted therefor, superior to the rights and interest therein of the assignee. (2) In any case where, acting without knowledge of the assignment or transfer, the debtor in good faith pays all or part of such account to the assignor or to the creditor, subsequent purchaser, or other assignee and transferee, all payments so made shall be acquittance to the debtor to the extent thereof, and the assignor, creditor, subsequent purchaser, or other assignee and transferee shall be a trustee of any sums so paid and shall be accountable and liable to the prior assignee thereof. (3) However, any defense of the debtor against any account so assigned or transferred shall be good as against any subsequent purchaser or other assignee and transferee. History Acts 1945, No. 118, § 1; A.S.A. 1947, § 68-805. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 5. Contracts, Notes, and Other Commercial InstrumentsChapter 58 Assignments 4-58-106. Powers of assignor after assignment. No assignor shall be able to release any part of the consideration of the instrument by him or her assigned after the assignment thereof. History Rev. Stat., ch. 11, § 8; C. & M. Dig., § 483; Pope's Dig., § 520; A.S.A. 1947, § 68-810. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 5. Contracts, Notes, and Other Commercial InstrumentsChapter 58 Assignments 4-58-107. Vendor's lien inures to benefit of assignee. The lien or equity held or possessed by the vendor of any real estate for the sale of the real estate shall inure to the benefit of any assignee of the notes or obligations given for the purchase money of the real estate, and the lien or equity shall be assignable and payable by endorsement or otherwise, in the hands of the assignee, and any such assignee may maintain an action or suit to enforce the lien or equity if the lien or equity is expressed upon or appears from the face of the deed of conveyance. History Civil Code, § 28; Acts 1873, No. 88, § 1[28], p. 213; C. & M. Dig., § 476; Pope's Dig., § 513; A.S.A. 1947, § 68-802. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 5. Contracts, Notes, and Other Commercial InstrumentsChapter 58 Assignments 4-58-108. Liability of assignors upon nonpayment or protest of instrument. All endorsers or assignors of any instrument in writing assignable by law for the payment of money alone, on receiving due notice of the nonpayment or protest of any endorsed or assigned instrument in writing, shall be equally liable with the maker, obligor, or payee of the instrument, and may be sued for the same at the same time with the maker, obligor, or payee thereof, or may be sued separately. History Rev. Stat., ch. 11, § 9; C. & M. Dig., § 484; Pope's Dig., § 521; A.S.A. 1947, § 68-811. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 5. Contracts, Notes, and Other Commercial InstrumentsChapter 58 Assignments 4-58-109. Proof of assignment — Pleadings. The assignee of any instrument in writing made assignable by law, on bringing suit on any assigned paper, shall not be required to prove the assignment unless the defendant annexes to his or her answer an affidavit denying the assignment and stating in the affidavit that he or she verily believes that one (1) or more of the assignments on the instrument of writing was forged. History Rev. Stat., ch. 11, § 4; C. & M. Dig., § 479; Pope's Dig., § 516; A.S.A. 1947, § 68-806. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 5. Contracts, Notes, and Other Commercial InstrumentsChapter 58 Assignments 4-58-110. Recovery by plaintiff. The plaintiff in the several actions shall collect only the amount of his or her demand, with interest due thereon, and the costs on only one (1) of the actions. History Rev. Stat., ch. 11, § 10; C. & M. Dig., § 485; Pope's Dig., § 522; A.S.A. 1947, § 68-812. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 5. Contracts, Notes, and Other Commercial InstrumentsChapter 59 FraudSubchapter 1 — Statute of Frauds Tit. 4, Subtit. 5., Ch. 59, Subch. 1 Note Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 5. Contracts, Notes, and Other Commercial InstrumentsChapter 59 FraudSubchapter 1 — Statute of Frauds 4-59-101. Contracts, agreements, or promises required to be in writing — Definitions. (a) Unless the agreement, promise, or contract, or some memorandum or note thereof, upon which an action is brought is made in writing and signed by the party to be charged therewith, or signed by some other person properly authorized by the person sought to be charged, no action shall be brought to charge any: (1) Executor or administrator, upon any special promise, to answer for any debt or damage out of his or her own estate; (2) Person, upon any special promise, to answer for the debt, default, or miscarriage of another; (3) Person upon an agreement made in consideration of marriage; (4) Person upon any contract for the sale of lands, tenements, or hereditaments, or any interest in or concerning them; (5) Person upon any lease of lands, tenements, or hereditaments for a longer term than one (1) year; (6) Person upon a contract, promise, or agreement that is not to be performed within one (1) year from the making of the contract, promise, or agreement; or (7) Person upon a contract, promise, or agreement that results in a waiver of a right protected by the Arkansas Constitution or the United States Constitution. (b) No promise to pay a debt or obligation which has been discharged in bankruptcy shall be valid unless the promise is in writing. (c) No action may be maintained to charge any person upon any promise made after full age to pay any debt contracted during infancy, unless the promise or ratification is made by some writing signed by the party to be charged with the promise or ratification. (d) (1) No action may be maintained by or against any person or entity on any agreement to extend credit or to renew or modify existing credit in an amount greater than ten thousand dollars ($10,000) or to make any other accommodation relating to such credit, unless the agreement is in writing and is signed by the party to be charged with the agreement, or the duly authorized agent of such party. (2) For the purpose of this section: (A) “Agreement” means any agreement, contract, promise, undertaking, or commitment, or any modification thereof; and (B) “Credit” means the loaning of money, the right granted to defer payment of a debt, or to incur debt and defer its payment. (3) However, nothing in this section shall in any way limit recovery of moneys or collateral which represents or relates to credit actually extended. History Rev. Stat., ch. 30, § 1; Rev. Stat., ch. 91, § 34; Acts 1901, No. 169, § 1, p. 322; C. & M. Dig., §§ 4862, 4863, 4869; Pope's Dig., §§ 6059, 6060, 6066; A.S.A. 1947, §§ 38-101 — 38-103; Acts 1989, No. 530, § 1; 2017, No. 980, § 3. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 5. Contracts, Notes, and Other Commercial InstrumentsChapter 59 FraudSubchapter 1 — Statute of Frauds 4-59-102. Leases, estates, etc. (a) All leases, estates, interests of freeholds, or lease of years, or any uncertain interests of, in, to, or out of any messuages, lands, or tenements made or created by livery and seisin only, or by parol, and not put in writing and signed by the parties or their agents lawfully authorized by writing so making or creating the leases, estates, interests of freehold, lease of years, or any uncertain interests, shall have the force and effect of leases or estates at will only, and shall not, either in law or equity, be deemed or taken to have any other or greater effect or force than as leases not exceeding the term of one (1) year. (b) No leases, estates, or interest, either of freehold or of term of years in, to, or out of any messuages, lands, or tenements, except leases for a term not exceeding one (1) year, shall at any time be assigned, granted, or surrendered unless it is by deed or notice in writing, signed by the party so assigning, granting, or surrendering the leases, estates, interests of freeholds, lease of years, or any uncertain interests, or by their agents lawfully authorized by writing or by operation of law. History Rev. Stat., ch. 65, §§ 8, 9; C. & M. Dig., §§ 4865, 4866; Pope's Dig., §§ 6062, 6063; A.S.A. 1947, §§ 38-104, 38-105. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 5. Contracts, Notes, and Other Commercial InstrumentsChapter 59 FraudSubchapter 1 — Statute of Frauds 4-59-103. Trusts or confidences. (a) (1) All declarations or creations of trusts or confidences of any lands or tenements shall be manifested and proved by some writing signed by the party who is or shall be by law enabled to declare the trusts, or by his or her last will in writing, or else they shall be void. (2) All grants and assignments of any trusts or confidences shall be in writing signed by the party granting or assigning them, or by his or her last will in writing, or else they shall be void. (b) Where any conveyance shall be made of any lands or tenements, by which a trust or confidence may arise or result by implication of law, the trust or confidence shall not be affected by anything contained in this section, § 4-59-102, and § 4-59-201 et seq. History Rev. Stat., ch. 65, §§ 10, 11; C. & M. Dig., §§ 4867, 4868; Pope's Dig., §§ 6064, 6065; A.S.A. 1947, §§ 38-106, 38-107. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 5. Contracts, Notes, and Other Commercial InstrumentsChapter 59 FraudSubchapter 2 — Uniform Voidable Transactions Act Tit. 4, Subtit. 5., Ch. 59, Subch. 2 Note Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 5. Contracts, Notes, and Other Commercial InstrumentsChapter 59 FraudSubchapter 2 — Uniform Voidable Transactions Act 4-59-201. Definitions. As used in this subchapter: (1) “Affiliate” means: (i) a person that directly or indirectly owns, controls, or holds with power to vote, 20 percent or more of the outstanding voting securities of the debtor, other than a person that holds the securities: (A) as a fiduciary or agent without sole discretionary power to vote the securities; or (B) solely to secure a debt, if the person has not in fact exercised the power to vote; (ii) a corporation 20 percent or more of whose outstanding voting securities are directly or indirectly owned, controlled, or held with power to vote, by the debtor or a person that directly or indirectly owns, controls, or holds, with power to vote, 20 percent or more of the outstanding voting securities of the debtor, other than a person that holds the securities: (A) as a fiduciary or agent without sole discretionary power to vote the securities; or (B) solely to secure a debt, if the person has not in fact exercised the power to vote; (iii) a person whose business is operated by the debtor under a lease or other agreement, or a person substantially all of whose assets are controlled by the debtor; or (iv) a person that operates the debtor's business under a lease or other agreement or controls substantially all of the debtor's assets. (2) “Asset” means property of a debtor, but the term does not include: (i) property to the extent it is encumbered by a valid lien; (ii) property to the extent it is generally exempt under nonbankruptcy law; or (iii) an interest in property held in tenancy by the entireties to the extent it is not subject to process by a creditor holding a claim against only one tenant. (3) “Claim”, except as used in “claim for relief”, means a right to payment, whether or not the right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured. (4) “Creditor” means a person that has a claim. (5) “Debt” means liability on a claim. (6) “Debtor” means a person that is liable on a claim. (7) “Electronic” means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities. (8) “Insider” includes: (i) if the debtor is an individual: (A) a relative of the debtor or of a general partner of the debtor; (B) a partnership in which the debtor is a general partner; (C) a general partner in a partnership described in clause (B); or (D) a corporation of which the debtor is a director, officer, or person in control; (ii) if the debtor is a corporation: (A) a director of the debtor; (B) an officer of the debtor; (C) a person in control of the debtor; (D) a partnership in which the debtor is a general partner; (E) a general partner in a partnership described in clause (D); or (F) a relative of a general partner, director, officer, or person in control of the debtor; (iii) if the debtor is a partnership: (A) a general partner in the debtor; (B) a relative of a general partner in, a general partner of, or a person in control of the debtor; (C) another partnership in which the debtor is a general partner; (D) a general partner in a partnership described in clause (C); or (E) a person in control of the debtor; (iv) an affiliate, or an insider of an affiliate as if the affiliate were the debtor; and (v) a managing agent of the debtor. (9) “Lien” means a charge against or an interest in property to secure payment of a debt or performance of an obligation, and includes a security interest created by agreement, a judicial lien obtained by legal or equitable process or proceedings, a common-law lien, or a statutory lien, including child support liens arising under §§ 9-14-230 and 9-14-231. (10) “Organization” means a person other than an individual. (11) “Person” means an individual, estate, partnership, association, trust, business or nonprofit entity, public corporation, government or governmental subdivision, agency, or instrumentality, or other legal or commercial entity. (12) “Property” means anything that may be the subject of ownership. (13) “Record” means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. (14) “Relative” means an individual related by consanguinity within the third degree as determined by the common law, a spouse, or an individual related to a spouse within the third degree as so determined, and includes an individual in an adoptive relationship within the third degree. (15) “Sign” means, with present intent to authenticate or adopt a record: (i) to execute or adopt a tangible symbol; or (ii) to attach to or logically associate with the record an electronic symbol, sound, or process. (16) “Transfer” means every mode, direct or indirect, absolute or conditional, voluntary or involuntary, of disposing of or parting with an asset or an interest in an asset, and includes payment of money, release, lease, license, and creation of a lien or other encumbrance. (17) “Valid lien” means a lien that is effective against the holder of a judicial lien subsequently obtained by legal or equitable process or proceedings. History Acts 1987, No. 967, § 1; 1997, No. 1296, § 1; 2017, No. 1086, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 5. Contracts, Notes, and Other Commercial InstrumentsChapter 59 FraudSubchapter 2 — Uniform Voidable Transactions Act 4-59-202. Insolvency. (a) A debtor is insolvent if, at a fair valuation, the sum of the debtor's debts is greater than the sum of the debtor's assets. (b) A debtor that is generally not paying the debtor's debts as they become due, other than as a result of a bona fide dispute, is presumed to be insolvent. The presumption imposes on the party against which the presumption is directed the burden of proving that the nonexistence of insolvency is more probable than its existence. (c) Assets under this section do not include property that has been transferred, concealed, or removed with intent to hinder, delay, or defraud creditors or that has been transferred in a manner making the transfer voidable under this subchapter. (d) Debts under this section do not include an obligation to the extent it is secured by a valid lien on property of the debtor not included as an asset. History Acts 1987, No. 967, § 2; 2017, No. 1086, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 5. Contracts, Notes, and Other Commercial InstrumentsChapter 59 FraudSubchapter 2 — Uniform Voidable Transactions Act 4-59-203. Value. (a) Value is given for a transfer or an obligation if, in exchange for the transfer or obligation, property is transferred or an antecedent debt is secured or satisfied, but value does not include an unperformed promise made otherwise than in the ordinary course of the promisor's business to furnish support to the debtor or other person. (b) For the purposes of § 4-59-204(a)(2) and § 4-59-205, a person gives a reasonably equivalent value if the person acquires an interest of the debtor in an asset pursuant to a regularly conducted, noncollusive foreclosure sale or execution of a power of sale for the acquisition or disposition of the interest of the debtor upon default under a mortgage, deed of trust, or security agreement. (c) A transfer is made for present value if the exchange between the debtor and the transferee is intended by them to be contemporaneous and is in fact substantially contemporaneous. History Acts 1987, No. 967, § 3; 2017, No. 1086, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 5. Contracts, Notes, and Other Commercial InstrumentsChapter 59 FraudSubchapter 2 — Uniform Voidable Transactions Act 4-59-204. Transfer or obligation voidable as to present or future creditor. (a) A transfer made or obligation incurred by a debtor is voidable as to a creditor, whether the creditor's claim arose before or after the transfer was made or the obligation was incurred, if the debtor made the transfer or incurred the obligation: (1) with actual intent to hinder, delay, or defraud any creditor of the debtor; or (2) without receiving a reasonably equivalent value in exchange for the transfer or obligation, and the debtor: (i) was engaged or was about to engage in a business or a transaction for which the remaining assets of the debtor were unreasonably small in relation to the business or transaction; or (ii) intended to incur, or believed or reasonably should have believed that the debtor would incur, debts beyond the debtor's ability to pay as they became due. (b) In determining actual intent under subdivision (a)(1) of this section, consideration may be given, among other factors, as to whether: (1) the transfer or obligation was to an insider; (2) the debtor retained possession or control of the property transferred after the transfer; (3) the transfer or obligation was disclosed or concealed; (4) before the transfer was made or obligation was incurred, the debtor had been sued or threatened with suit; (5) the transfer was of substantially all the debtor's assets; (6) the debtor absconded; (7) the debtor removed or concealed assets; (8) the value of the consideration received by the debtor was reasonably equivalent to the value of the asset transferred or the amount of the obligation incurred; (9) the debtor was insolvent or became insolvent shortly after the transfer was made or the obligation was incurred; (10) the transfer occurred shortly before or shortly after a substantial debt was incurred; and (11) the debtor transferred the essential assets of the business to a lienor that transferred the assets to an insider of the debtor. (c) A creditor making a claim for relief under subsection (a) of this section has the burden of proving the elements of the claim for relief by a preponderance of the evidence. History Acts 1987, No. 967, § 4; 2017, No. 1086, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 5. Contracts, Notes, and Other Commercial InstrumentsChapter 59 FraudSubchapter 2 — Uniform Voidable Transactions Act 4-59-205. Transfer or obligation voidable as to present creditor. (a) A transfer made or obligation incurred by a debtor is voidable as to a creditor whose claim arose before the transfer was made or the obligation was incurred if the debtor made the transfer or incurred the obligation without receiving a reasonably equivalent value in exchange for the transfer or obligation and the debtor was insolvent at that time or the debtor became insolvent as a result of the transfer or obligation. (b) A transfer made by a debtor is voidable as to a creditor whose claim arose before the transfer was made if the transfer was made to an insider for an antecedent debt, the debtor was insolvent at that time, and the insider had reasonable cause to believe that the debtor was insolvent. (c) Except as provided under § 4-59-202(b), a creditor making a claim for relief under subsection (a) or subsection (b) of this section has the burden of proving the elements of the claim for relief by a preponderance of the evidence. History Acts 1987, No. 967, § 5; 2017, No. 1086, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 5. Contracts, Notes, and Other Commercial InstrumentsChapter 59 FraudSubchapter 2 — Uniform Voidable Transactions Act 4-59-206. When transfer is made or obligation is incurred. For the purposes of this subchapter: (1) a transfer is made: (i) with respect to an asset that is real property other than a fixture, but including the interest of a seller or purchaser under a contract for the sale of the asset, when the transfer is so far perfected that a good-faith purchaser of the asset from the debtor against which applicable law permits the transfer to be perfected cannot acquire an interest in the asset that is superior to the interest of the transferee; and (ii) with respect to an asset that is not real property or that is a fixture, when the transfer is so far perfected that a creditor on a simple contract cannot acquire a judicial lien otherwise than under this subchapter that is superior to the interest of the transferee; (2) if applicable law permits the transfer to be perfected as provided in subdivision (1) of this section and the transfer is not so perfected before the commencement of an action for relief under this subchapter, the transfer is deemed made immediately before the commencement of the action; (3) if applicable law does not permit the transfer to be perfected as provided in subdivision (1) of this section, the transfer is made when it becomes effective between the debtor and the transferee; (4) a transfer is not made until the debtor has acquired rights in the asset transferred; and (5) an obligation is incurred: (i) if oral, when it becomes effective between the parties; or (ii) if evidenced by a record, when the record signed by the obligor is delivered to or for the benefit of the obligee. No court order or judgment of a court shall be an obligation incurred under this subchapter. History Acts 1987, No. 967, § 6; 1993, No. 1279, § 2; 2017, No. 1086, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 5. Contracts, Notes, and Other Commercial InstrumentsChapter 59 FraudSubchapter 2 — Uniform Voidable Transactions Act 4-59-207. Remedies of creditor. (a) In an action for relief against a transfer or obligation under this subchapter, a creditor, subject to the limitations in § 4-59-208, may obtain: (1) avoidance of the transfer or obligation to the extent necessary to satisfy the creditor's claim; (2) an attachment or other provisional remedy against the asset transferred or other property of the transferee if available under applicable law; (3) subject to applicable principles of equity and in accordance with applicable rules of civil procedure: (i) an injunction against further disposition by the debtor or a transferee, or both, of the asset transferred or of other property; (ii) appointment of a receiver to take charge of the asset transferred or of other property of the transferee; or (iii) any other relief the circumstances may require; and (4) a settlement agreement with the transferee or a child support creditor or the Office of Child Support Enforcement of the Revenue Division of the Department of Finance and Administration in Title IV-D cases. (b) If a creditor has obtained a judgment on a claim against the debtor, the creditor, if the court so orders, may levy execution on the asset transferred or its proceeds. History Acts 1987, No. 967, § 7; 1997, No. 1296, § 2; 2017, No. 1086, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 5. Contracts, Notes, and Other Commercial InstrumentsChapter 59 FraudSubchapter 2 — Uniform Voidable Transactions Act 4-59-208. Defenses, liability, and protection of transferee or obligee. (a) A transfer or obligation is not voidable under § 4-59-204(a)(1) against a person that took in good faith and for a reasonably equivalent value given the debtor, or against any subsequent transferee or obligee. (b) To the extent a transfer is voidable in an action by a creditor under § 4-59-207(a)(1), the following rules apply: (1) except as otherwise provided in this section, the creditor may recover judgment for the value of the asset transferred, as adjusted under subsection (c), or the amount necessary to satisfy the creditor's claim, whichever is less. The judgment may be entered against: (i) the first transferee of the asset or the person for whose benefit the transfer was made; or (ii) an immediate or mediate transferee of the first transferee, other than: (A) a good-faith transferee that took for value; or (B) an immediate or mediate good-faith transferee of a person described in subdivision (b)(1)(ii)(A) of this section. (2) recovery pursuant to § 4-59-207(a)(1) or § 4-59-207(b) of or from the asset transferred or its proceeds, by levy or otherwise, is available only against a person described in subdivision (b)(1)(i) or subdivision (b)(1)(ii) of this section. (c) If the judgment under subsection (b) of this section is based upon the value of the asset transferred, the judgment must be for an amount equal to the value of the asset at the time of the transfer, subject to adjustment as the equities may require. (d) Notwithstanding voidability of a transfer or an obligation under this subchapter, a good-faith transferee or obligee is entitled, to the extent of the value given the debtor for the transfer or obligation, to: (1) a lien on or a right to retain an interest in the asset transferred; (2) enforcement of an obligation incurred; or (3) a reduction in the amount of the liability on the judgment. (e) A transfer is not voidable under § 4-59-204(a)(2) or § 4-59-205 if the transfer results from: (1) termination of a lease upon default by the debtor when the termination is pursuant to the lease and applicable law; or (2) enforcement of a security interest in compliance with chapter 9 of the Uniform Commercial Code, § 4-9-101 et seq., other than acceptance of collateral in full or partial satisfaction of the obligation it secures. (f) A transfer is not voidable under § 4-59-205(b): (1) to the extent the insider gave new value to or for the benefit of the debtor after the transfer was made, except to the extent the new value was secured by a valid lien; (2) if made in the ordinary course of business or financial affairs of the debtor and the insider; or (3) if made pursuant to a good-faith effort to rehabilitate the debtor and the transfer secured present value given for that purpose as well as an antecedent debt of the debtor. (g) The following rules determine the burden of proving matters referred to in this section: (1) A party that seeks to invoke subsection (a), (d), (e), or (f) has the burden of proving the applicability of that subsection. (2) Except as otherwise provided in subdivisions (g)(3) and (g)(4), the creditor has the burden of proving each applicable element of subsection (b) or (c). (3) The transferee has the burden of proving the applicability to the transferee of subdivision (b)(1)(ii)(A) or (b)(1)(ii)(B). (4) A party that seeks adjustment under subsection (c) has the burden of proving the adjustment. (h) The standard of proof required to establish matters referred to in this section is preponderance of the evidence. History Acts 1987, No. 967, § 8; 2017, No. 1086, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 5. Contracts, Notes, and Other Commercial InstrumentsChapter 59 FraudSubchapter 2 — Uniform Voidable Transactions Act 4-59-209. Extinguishment of claim for relief. A claim for relief with respect to a transfer or obligation under this subchapter is extinguished unless action is brought: (a) under § 4-59-204(a)(1), not later than four years after the transfer was made or the obligation was incurred or, if later, not later than one year after the transfer or obligation was or could reasonably have been discovered by the claimant; (b) under § 4-59-204(a)(2) or § 4-59-205(a), not later than four years after the transfer was made or the obligation was incurred; or (c) under § 4-59-205(b), not later than one year after the transfer was made. History Acts 1987, No. 967, § 9; 1993, No. 1279, § 3; 2017, No. 1086, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 5. Contracts, Notes, and Other Commercial InstrumentsChapter 59 FraudSubchapter 2 — Uniform Voidable Transactions Act 4-59-210. Governing law. (a) In this section, the following rules determine a debtor's location: (1) A debtor who is an individual is located at the individual's principal residence. (2) A debtor that is an organization and has only one place of business is located at its place of business. (3) A debtor that is an organization and has more than one place of business is located at its chief executive office. (b) A claim for relief in the nature of a claim for relief under this subchapter is governed by the local law of the jurisdiction in which the debtor is located when the transfer is made or the obligation is incurred. History Acts 2017, No. 1086, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 5. Contracts, Notes, and Other Commercial InstrumentsChapter 59 FraudSubchapter 2 — Uniform Voidable Transactions Act 4-59-211. Application to series organization. (a) In this section: (1) “Protected series” means an arrangement, however denominated, created by a series organization that, pursuant to the law under which the series organization is organized, has the characteristics set forth in subdivision (a)(2) of this section. (2) “Series organization” means an organization that, pursuant to the law under which it is organized, has the following characteristics: (i) the organic record of the organization provides for creation by the organization of one or more protected series, however denominated, with respect to specified property of the organization, and for records to be maintained for each protected series that identify the property of or associated with the protected series. (ii) debt incurred or existing with respect to the activities of, or property of or associated with, a particular protected series is enforceable against the property of or associated with the protected series only, and not against the property of or associated with the organization or other protected series of the organization. (iii) debt incurred or existing with respect to the activities or property of the organization is enforceable against the property of the organization only, and not against the property of or associated with a protected series of the organization. (b) A series organization and each protected series of the organization is a separate person for purposes of this subchapter, even if for other purposes a protected series is not a person separate from the organization or other protected series of the organization. History Acts 2017, No. 1086, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 5. Contracts, Notes, and Other Commercial InstrumentsChapter 59 FraudSubchapter 2 — Uniform Voidable Transactions Act 4-59-212. Supplementary provisions. Unless displaced by the provisions of this subchapter, the principles of law and equity, including the law merchant and the law relating to principal and agent, estoppel, laches, fraud, misrepresentation, duress, coercion, mistake, insolvency, or other validating or invalidating cause, supplement its provisions. History Acts 1987, No. 967, § 10; 2017, No. 1086, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 5. Contracts, Notes, and Other Commercial InstrumentsChapter 59 FraudSubchapter 2 — Uniform Voidable Transactions Act 4-59-213. Uniformity of application and construction. This subchapter shall be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this subchapter among states enacting it. History Acts 1987, No. 967, § 11; 2017, No. 1086, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 5. Contracts, Notes, and Other Commercial InstrumentsChapter 59 FraudSubchapter 2 — Uniform Voidable Transactions Act 4-59-214. Relation to Electronic Signatures in Global and National Commerce Act. This subchapter modifies, limits, or supersedes the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. Section 7001 et seq., but does not modify, limit, or supersede Section 101(c) of that act, 15 U.S.C. Section 7001(c), or authorize electronic delivery of any of the notices described in Section 103(b) of that act, 15 U.S.C. Section 7003(b). History Acts 2017, No. 1086, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 5. Contracts, Notes, and Other Commercial InstrumentsChapter 59 FraudSubchapter 2 — Uniform Voidable Transactions Act 4-59-215. Short title. This subchapter, which was formerly cited as the Uniform Fraudulent Transfer Act, may be cited as the Uniform Voidable Transactions Act. History Acts 2017, No. 1086, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 5. Contracts, Notes, and Other Commercial InstrumentsChapter 59 FraudSubchapter 3 — Bills of Lading 4-59-301. Issuance of bill for goods not received. Any officer, agent, or servant of a carrier who with intent to defraud issues or aids in issuing a bill, knowing that all or any part of the goods for which the bill is issued have not been received by the carrier or by an agent of the carrier or by a connecting carrier or are not under the carrier's control at the time of issuing the bill, shall be guilty of a Class D felony. History Acts 1941, No. 264, § 44; A.S.A. 1947, § 68-1144; Acts 2005, No. 1994, § 421. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 5. Contracts, Notes, and Other Commercial InstrumentsChapter 59 FraudSubchapter 3 — Bills of Lading 4-59-302. Issuance of bill containing false statement. Any officer, agent, or servant of a carrier who with intent to defraud issues or aids in issuing a bill for goods, knowing that it contains any false statement, shall be guilty of a Class A misdemeanor. History Acts 1941, No. 264, § 45; A.S.A. 1947, § 68-1145; Acts 2005, No. 1994, § 214. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 5. Contracts, Notes, and Other Commercial InstrumentsChapter 59 FraudSubchapter 3 — Bills of Lading 4-59-303. Issuance of duplicate bills not so marked. Any officer, agent, or servant of a carrier who with intent to defraud issues or aids in issuing a duplicate or additional negotiable bill for goods, knowing that a former negotiable bill for the same goods or any part of them is outstanding and uncancelled, shall be guilty of a crime and upon conviction shall be punished for each offense by imprisonment not exceeding five (5) years or by a fine not exceeding five thousand dollars ($5,000), or by both. History Acts 1941, No. 264, § 46; A.S.A. 1947, § 68-1146. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 5. Contracts, Notes, and Other Commercial InstrumentsChapter 59 FraudSubchapter 3 — Bills of Lading 4-59-304. Issuance of nonnegotiable bill not so marked. Any person who with intent to defraud issues or aids in issuing a nonnegotiable bill without the words “not negotiable” placed plainly upon the face thereof shall be guilty of a crime and upon conviction shall be punished for each offense by imprisonment not exceeding five (5) years or by a fine not exceeding five thousand dollars ($5,000), or by both. History Acts 1941, No. 264, § 50; A.S.A. 1947, § 68-1150. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 5. Contracts, Notes, and Other Commercial InstrumentsChapter 59 FraudSubchapter 3 — Bills of Lading 4-59-305. Inducing carrier to issue bill when goods have not been received. Any person who with intent to defraud secures the issue by a carrier of a bill, knowing that at the time of the issue any or all of the goods described in the bill as received for transportation have not been received by the carrier, or an agent of the carrier or a connecting carrier, or are not under the carrier's control, by inducing an officer, agent, or servant of the carrier falsely to believe that the goods have been received by the carrier or are under its control, shall be guilty of a crime and upon conviction shall be punished for each offense by imprisonment not exceeding five (5) years or by a fine not exceeding five thousand dollars ($5,000), or by both. History Acts 1941, No. 264, § 49; A.S.A. 1947, § 68-1149. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 5. Contracts, Notes, and Other Commercial InstrumentsChapter 59 FraudSubchapter 3 — Bills of Lading 4-59-306. Negotiation of bill for unowned or mortgaged goods. Any person who ships goods to which he or she does not have title or upon which there is a lien or mortgage and who takes for such goods a negotiable bill which he or she afterwards negotiates for value with intent to deceive and without disclosing his or her want of title or the existence of the lien or mortgage shall be guilty of a Class A misdemeanor. History Acts 1941, No. 264, § 47; A.S.A. 1947, § 68-1147; Acts 2005, No. 1994, § 215. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 5. Contracts, Notes, and Other Commercial InstrumentsChapter 59 FraudSubchapter 3 — Bills of Lading 4-59-307. Negotiation of bill when goods are not in carrier's possession. Any person who with intent to deceive negotiates or transfers for value a bill, knowing that any or all of the goods which by the terms of the bill appear to have been received for transportation by the carrier which issued the bill are not in the possession or control of the carrier or of a connecting carrier, without disclosing this fact, shall be guilty of a crime and upon conviction shall be punished for each offense by imprisonment not exceeding five (5) years or by a fine not exceeding five thousand dollars ($5,000), or by both. History Acts 1941, No. 264, § 48; A.S.A. 1947, § 68-1148. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 5. Contracts, Notes, and Other Commercial InstrumentsChapter 59 FraudSubchapter 4 — Warehouse Receipts Tit. 4, Subtit. 5., Ch. 59, Subch. 4 Note Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 5. Contracts, Notes, and Other Commercial InstrumentsChapter 59 FraudSubchapter 4 — Warehouse Receipts 4-59-401. Issuance of receipt for goods not received or controlled. A warehouseman or any officer, agent, or servant of a warehouseman, who issues or aids in issuing a receipt, knowing that the goods for which the receipt is issued have not been actually received by the warehouseman or are not under his actual control at the time of issuing the receipt, shall be guilty of a crime and upon conviction shall be punished for each offense by imprisonment not exceeding five (5) years or by a fine not exceeding five thousand dollars ($5,000), or by both. History Acts 1915, No. 273, § 50; C. & M. Dig., § 10394; Pope's Dig., § 14462; A.S.A. 1947, § 68-1250. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 5. Contracts, Notes, and Other Commercial InstrumentsChapter 59 FraudSubchapter 4 — Warehouse Receipts 4-59-402. Fraudulent issuance of receipt containing false statement. A warehouseman or any officer, agent, or servant of a warehouseman, who fraudulently issues or aids in fraudulently issuing a receipt for goods, knowing that it contains any false statement, shall be guilty of a Class A misdemeanor. History Acts 1915, No. 273, § 51; C. & M. Dig., § 10395; Pope's Dig., § 14463; A.S.A. 1947, § 68-1251; Acts 2005, No. 1994, § 216. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 5. Contracts, Notes, and Other Commercial InstrumentsChapter 59 FraudSubchapter 4 — Warehouse Receipts 4-59-403. Issuance of duplicate receipt not so marked. A warehouseman or any officer, agent, or servant of a warehouseman who issues or aids in issuing a duplicate or additional negotiable receipt for goods, knowing that a former negotiable receipt for the same goods or any part of them is outstanding and uncancelled, without plainly placing upon the face thereof the word “Duplicate” shall be guilty of a crime, and upon conviction shall be punished for each offense by imprisonment not exceeding five (5) years or by a fine not exceeding five thousand dollars ($5,000), or by both. History Acts 1915, No. 273, § 52; C. & M. Dig., § 10396; Pope's Dig., § 14464; A.S.A. 1947, § 68-1252. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 5. Contracts, Notes, and Other Commercial InstrumentsChapter 59 FraudSubchapter 4 — Warehouse Receipts 4-59-404. Issuance of receipt for goods owned by warehouseman without statement of ownership. Where there are deposited with or held by a warehouseman goods of which he or she is owner, either solely, jointly, or in common with others, the warehouseman or any of his or her officers, agents, or servants who knowing of his or her ownership issue or aid in issuing a negotiable receipt for the goods which does not state the ownership, shall be guilty of a Class A misdemeanor. History Acts 1915, No. 273, § 53; C. & M. Dig., § 10397; Pope's Dig., § 14465; A.S.A. 1947, § 68-1253; Acts 2005, No. 1994, § 217. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 5. Contracts, Notes, and Other Commercial InstrumentsChapter 59 FraudSubchapter 4 — Warehouse Receipts 4-59-405. Delivering goods without obtaining negotiable receipt. A warehouseman or any officer, agent, or servant of a warehouseman who delivers goods out of the possession of the warehouseman without obtaining the possession of the receipt at or before the time of the delivery, knowing that a negotiable receipt, the negotiation of which would transfer the right to the possession of the goods, is outstanding and uncancelled shall be guilty of a Class A misdemeanor. History Acts 1915, No. 273, § 54; C. & M. Dig., § 10398; Pope's Dig., § 14466; A.S.A. 1947, § 68-1254; Acts 2005, No. 1994, § 217. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 5. Contracts, Notes, and Other Commercial InstrumentsChapter 59 FraudSubchapter 4 — Warehouse Receipts 4-59-406. Negotiation of receipt by depositor of encumbered or another's goods without disclosing facts. Any person who deposits goods to which he or she has no title or upon which there is a lien or mortgage, and who takes for the goods a negotiable receipt which he or she afterward negotiates for value with intent to deceive and without disclosing his or her want of title or the existence of the lien or mortgage, shall be guilty of a Class A misdemeanor. History Acts 1915, No. 273, § 55; C. & M. Dig., § 10399; Pope's Dig., § 14467; A.S.A. 1947, § 68-1255; Acts 2005, No. 1994, § 217. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 5. Contracts, Notes, and Other Commercial InstrumentsChapter 59 FraudSubchapter 5 — Factoring of Financial Transaction Card Records of Sale 4-59-501. Definitions. The following words and phrases as used in this subchapter, unless a different meaning is plainly required by the context, shall have the following meanings: (1) “Acquirer” means a business organization, financial institution, or an agent of a business organization or financial institution that authorizes a merchant to accept payment by financial transaction card for money, goods, services, or anything else of value; (2) “Cardholder” means the person or organization named on the face of a financial transaction card to whom or for whose benefit the financial transaction card is issued by an issuer; (3) “Financial transaction card” means any instrument or device, whether known as a credit card, credit plate, bank services card, banking card, check guarantee card, debit card, or by any other name, issued with or without fee by an issuer for the use of the cardholder: (A) In obtaining money, goods, services, or anything else of value on credit; or (B) In certifying or guaranteeing to a person or business the availability to the cardholder of funds on deposit that are equal to or greater than the amount necessary to honor a draft or check payable to the order of such person or business; or (C) In providing the cardholder access to a demand deposit account or time deposit account for the purpose of: (i) Making deposits of money or checks therein; or (ii) Withdrawing funds in the form of money, money orders, or traveler's checks therefrom; or (iii) Transferring funds from any demand deposit account or time deposit account to any other demand deposit account or time deposit account; or (iv) Transferring funds from any demand deposit account or time deposit account to any credit card accounts, overdraft privilege accounts, loan accounts, or any other credit accounts in full or partial satisfaction of any outstanding balance owed existing therein; or (v) For the purchase of goods, services, or anything else of value; or (vi) Obtaining information pertaining to any demand deposit account or time deposit account; and (4) “Issuer” means the business organization or financial institution or its duly authorized agent which issues a financial transaction card. History Acts 1991, No. 785, § 1. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 5. Contracts, Notes, and Other Commercial InstrumentsChapter 59 FraudSubchapter 5 — Factoring of Financial Transaction Card Records of Sale 4-59-502. Remission to acquirer of record of sale not made by remitter. (a) A person authorized by an acquirer to furnish money, goods, services, or anything else of value upon presentation of a financial transaction card or a financial transaction card account number by a cardholder, or any agent or employee of such person, who, with intent to defraud the issuer, acquirer, or cardholder, remits to an issuer or acquirer, for payment, a financial transaction card record of a sale, which sale was not made by such person, his or her agent or employee, is guilty of financial transaction card fraud. (b) Any person violating this section is guilty of a Class C felony. History Acts 1991, No. 785, § 2. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 5. Contracts, Notes, and Other Commercial InstrumentsChapter 59 FraudSubchapter 5 — Factoring of Financial Transaction Card Records of Sale 4-59-503. Solicitation of merchant to remit record of sale not made by merchant. Any person who, without the acquirer's express authorization, employs or solicits an authorized merchant, or any agent or employee of such merchant, to remit to an issuer or acquirer, for payment, a financial transaction card record of sale, which sale was not made by such merchant, his or her agent, or employee, is guilty of a Class C felony. History Acts 1991, No. 785, § 3. Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ---------------------------------------------------------------------- Unofficially updated by Lexis through the legislation of the First Extraordinary Session, 2026, subject to changes to be made as part of the official codification process by the Bureau of Legislative Research under the direction of the Arkansas Code Revision Commission. Arkansas Code Annotated PAW - ET Table of ContentsTitle 4 Business and Commercial LawSubtitle 5. Contracts, Notes, and Other Commercial InstrumentsChapter 60 Checks Tit. 4, Subtit. 5., Ch. 60 Note Arkansas Code of 1987 Annotated Official Edition Copyright © 2026 by the State of Arkansas All rights reserved About Privacy Policy Trust Center Cookie Policy Terms & Conditions ----------------------------------------------------------------------