Browse Arkansas Code titles and sections
4-26-1006. Merger.
Arkansas Code — all titles (historical 2020) · legal_authorities
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.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-26-1006
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.
Issuing source page ↗
Authority boundary: historical statutory source snapshot not current law.
Open the recorded source website ↗
Record provenance
Stable record: arkansas_code:legal_authorities:4-26-1006
Source file: gov.ar.code.title.04.odt
Pages: Not recorded – Not recorded
Passage SHA-256: 5355b5e87f1614a7922bccae80fe1c381dd9bd9b95033603448844ccb4b9bba1
Source location: content.xml paragraph 14868
Stored source content
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.
Cross-references
Connections may be documented source relationships, shared citations or nearby passages. Each explains its basis; a connection alone does not establish applicability to your situation.
Arkansas Code — all titles (historical 2020) · legal_authorities
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 (2/3) 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 (2/3) of all the votes entitled to be cast on the
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-26-1007
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 4-26-1007. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
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 a
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-26-1010
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 4-26-1010. This identifies an authority to review, not proof of applicability.