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4-25-109. Corporation permitted to change its state of incorporation. [Effective until May 1, 2021.]
Arkansas Code — all titles (historical 2020) · legal_authorities
4-25-109. Corporation permitted to change its state of incorporation. [Effective until May 1, 2021.]
(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
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-25-109
Stored review status: Historical 2020-11-06 source release; later amendments not reconciled; machine-extracted, not independently legally reviewed; source heading status: text_in_historical_source. A text match is a research starting point; applicability is not established.
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Stable record: arkansas_code:legal_authorities:4-25-109
Source file: gov.ar.code.title.04.odt
Pages: Not recorded – Not recorded
Passage SHA-256: 0240933220b39f9429304b38f2c7f2d8881575b9e265f080ba5787a1fef03baa
Source location: content.xml paragraph 13076
Stored source content
4-25-109. Corporation permitted to change its state of incorporation. [Effective until May 1, 2021.]
(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 pursuant to 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.
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Arkansas Code — all titles (historical 2020) · legal_authorities
4-25-109. Corporation permitted to change its state of incorporation. [Effective May 1, 2021.]
(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 St
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-25-109
Stored review status: Historical 2020-11-06 source release; later amendments not reconciled; machine-extracted, not independently legally reviewed; source heading status: text_in_historical_source. Same stored citation; legal effect and authority still require review.
Arkansas Code — all titles (historical 2020) · legal_authorities
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
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-27-202
Stored review status: Historical 2020-11-06 source release; later amendments not reconciled; machine-extracted, not independently legally reviewed; source heading status: text_in_historical_source. The source passage cites 4-27-202. This identifies an authority to review, not proof of applicability.