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4-26-1008. Merger of subsidiary.
Arkansas Code — all titles (historical 2020) · legal_authorities
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.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-26-1008
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:4-26-1008
Source file: gov.ar.code.title.04.odt
Pages: Not recorded – Not recorded
Passage SHA-256: 9e7632b07d51d288fdaffa17e1e6c4290790dbc0b730062fdd465c531cf882b0
Source location: content.xml paragraph 14909
Stored source content
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.
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Arkansas Code — all titles (historical 2020) · legal_authorities
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 offi
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-26-307
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 4-26-307. This identifies an authority to review, not proof of applicability.