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4-26-1104. Corporate action and remedies after dissolution.
Arkansas Code — all titles (historical 2020) · legal_authorities
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 liabili
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-26-1104
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:4-26-1104
Source file: gov.ar.code.title.04.odt
Pages: Not recorded – Not recorded
Passage SHA-256: adc30a660ceabba960ee7b22a59a76d8f41070e87c149b4cc9044e1869d5dad9
Source location: content.xml paragraph 15067
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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).
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Arkansas Code — all titles (historical 2020) · legal_authorities
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 m
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-26-1105
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 4-26-1105. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
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 di
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-26-1106
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 4-26-1106. This identifies an authority to review, not proof of applicability.