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4-26-1103. Procedure after dissolution.
Arkansas Code — all titles (historical 2020) · legal_authorities
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 sharehol
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-26-1103
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:4-26-1103
Source file: gov.ar.code.title.04.odt
Pages: Not recorded – Not recorded
Passage SHA-256: e212ee0c08864671686d71bb99def0df4db279e3981fdc5aa10078ef3233913f
Source location: content.xml paragraph 15049
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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.
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Arkansas Code — all titles (historical 2020) · legal_authorities
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 re
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-26-904
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 4-26-904. This identifies an authority to review, not proof of applicability.