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4-26-1108. Jurisdiction of court to liquidate assets and business of corporation.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-26-1108. Jurisdiction of court to liquidate assets and business of corporation.
(a) The circuit court shall have full power to liquidate the assets and business of a corporation:
(1) In an action by a shareholder when it is established:
(A) That the directors are deadlocked in the management of the corporate affairs, and the shareholders are unable to break the deadlock and that irreparable injury to the corporation is being suffered or is threatened by reason thereof; or
(B) That the acts of the directors or those in control of the corporation are illegal, oppressive, or fraudulent; or
(C) That the shareholders are deadlocked in voting power and that irreparable injury to the corporation is being suffered or is threatened by reason thereof; or
(D) That the corporate assets are being misapplied or wasted.
(2) In an action by a creditor:
(A) When the claim of the creditor has been reduced to judgment and an execution thereon returned unsatisfied, and it is established that the corporation is insolvent; or
(B) When the corporation has admitted in writing that the claim of the creditor is due and owing, and it is established that the corporation is insolvent.
(3) When an action has been filed by the Attorney General to dissolve a corporation, and it is established that liquidation of its business and affairs should precede the entry of a decree of dissolution.
(b) It shall not be necessary to make shareholders parties to any such action or proceeding unless relief is sought against them personally.
(c) In such a liquidation proceeding, the court shall have all of the powers which are conferred upon the court under § 4-26-1106, and if the proceeding be pending in the circuit court, the court shall have jurisdiction after liquidation has been comple
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-26-1108
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:4-26-1108
Source file: gov.ar.code.title.04.odt
Pages: Not recorded – Not recorded
Passage SHA-256: 4a233ad6c904ce9f75be78596a87a91d9d0941d7dd2d4f59dfdb6357210c838b
Source location: content.xml paragraph 15163
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4-26-1108. Jurisdiction of court to liquidate assets and business of corporation.
(a) The circuit court shall have full power to liquidate the assets and business of a corporation:
(1) In an action by a shareholder when it is established:
(A) That the directors are deadlocked in the management of the corporate affairs, and the shareholders are unable to break the deadlock and that irreparable injury to the corporation is being suffered or is threatened by reason thereof; or
(B) That the acts of the directors or those in control of the corporation are illegal, oppressive, or fraudulent; or
(C) That the shareholders are deadlocked in voting power and that irreparable injury to the corporation is being suffered or is threatened by reason thereof; or
(D) That the corporate assets are being misapplied or wasted.
(2) In an action by a creditor:
(A) When the claim of the creditor has been reduced to judgment and an execution thereon returned unsatisfied, and it is established that the corporation is insolvent; or
(B) When the corporation has admitted in writing that the claim of the creditor is due and owing, and it is established that the corporation is insolvent.
(3) When an action has been filed by the Attorney General to dissolve a corporation, and it is established that liquidation of its business and affairs should precede the entry of a decree of dissolution.
(b) It shall not be necessary to make shareholders parties to any such action or proceeding unless relief is sought against them personally.
(c) In such a liquidation proceeding, the court shall have all of the powers which are conferred upon the court under § 4-26-1106, and if the proceeding be pending in the circuit court, the court shall have jurisdiction after liquidation has been completed to enter a decree dissolving the corporation. In this last event the dissolution will be certified to the Secretary of State and the county clerk as provided in § 4-26-1107.
(d) A proceeding under this section shall be filed in the county in which the principal place of business of the corporation is located or, if it has no principal place of business, in the county wherein its registered office is situated; otherwise, it shall be filed in Pulaski County.
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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.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-26-1107. Involuntary dissolution.
(a) A corporation may be dissolved involuntarily by a decree of the circuit court of the county in which its principal place of business is located or, if it has no principal place of business, in the county wherein its registered office is situated, otherwise in Pulaski County Circuit Court, in an action filed in the name of the state by the Attorney General when it is established that:
(1) The corporation procured its articles of incorporation through fraud; or
(2) The corporation has continued to exceed or abuse the authority conferred on it by law or has continued to transact business beyond the scope of the purpose expressed in its articles of incorporation; or
(3) The corporation has failed to comply with any of the provisions of this chapter in respect to the designation and maintenance in this state of a registered agent or registered office or in respect to any change of its registered agent or registered office; or
(4) A misrepresentation has been made of any material matter in any application, certificate, affidavit, or other document submitted by the corporation pursuant to this chapter.
(b)(1) If the writ of summons, which shall be returnable in thirty (30) days, issued on the complaint in the action is returned by the sheriff unserved because no registered agent or other person eligible to receive service can be found in his or her jurisdiction, then upon the filing of the writ of summons with the clerk of the court, bearing the sheriff's return, the clerk shall issue and publish against the defendant corporation, for the time and in the manner prescribed by Rule 4 of the Arkansas Rules of Civil Procedure; and he or she shall appoint an attorney ad litem as provided by law.
(2) The Attorney General shall al
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-26-1107
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 4-26-1107. This identifies an authority to review, not proof of applicability.