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4-26-1201. Filing of corporate documents.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-26-1201. Filing of corporate documents.
(a) When any provision of this chapter requires that a corporate document of any character “be executed and filed in accordance with § 4-26-1201,” or “filed in accordance with § 4-26-1201,” the execution or filing of that document and the legal effect thereof shall be controlled by the following provisions:
(1) The document shall be executed in duplicate, and, if the document consists of the original articles of incorporation, it shall be signed by all of the incorporators; but every other document executed on behalf of a corporation, unless otherwise provided in this chapter, shall be signed by the president or a vice president of the corporation and by its secretary or an assistant secretary;
(2) Except where specifically required under some provision of this chapter, the execution of the document need not be acknowledged before an officer authorized to take oaths;
(3) The document so executed in duplicate shall be delivered to the Secretary of State. If he or she finds that it conforms to law and that in respect to the corporate name no violation of §§ 4-26-401 — 4-26-403 is indicated and that the document is tendered to effect a lawful purpose and is entitled to be filed, then upon the payment of the fees required under this chapter, he or she shall endorse upon each of the duplicates tendered for filing, over his or her signature and official seal, the word “Filed” followed by the date of the filing;
(4) The Secretary of State shall retain in his or her files one (1) executed copy of the document, the ribbon copy if the document is typewritten; and he or she shall attach to the other filed copy a certificate stating that the instrument is an executed counterpart of a document filed in his or her office, giving dat
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-26-1201
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:4-26-1201
Source file: gov.ar.code.title.04.odt
Pages: Not recorded – Not recorded
Passage SHA-256: 4042190746777d33326de738a06e6756c144d7e2b2f2ba4045cd68b3686bb816
Source location: content.xml paragraph 15218
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4-26-1201. Filing of corporate documents.
(a) When any provision of this chapter requires that a corporate document of any character “be executed and filed in accordance with § 4-26-1201,” or “filed in accordance with § 4-26-1201,” the execution or filing of that document and the legal effect thereof shall be controlled by the following provisions:
(1) The document shall be executed in duplicate, and, if the document consists of the original articles of incorporation, it shall be signed by all of the incorporators; but every other document executed on behalf of a corporation, unless otherwise provided in this chapter, shall be signed by the president or a vice president of the corporation and by its secretary or an assistant secretary;
(2) Except where specifically required under some provision of this chapter, the execution of the document need not be acknowledged before an officer authorized to take oaths;
(3) The document so executed in duplicate shall be delivered to the Secretary of State. If he or she finds that it conforms to law and that in respect to the corporate name no violation of §§ 4-26-401 — 4-26-403 is indicated and that the document is tendered to effect a lawful purpose and is entitled to be filed, then upon the payment of the fees required under this chapter, he or she shall endorse upon each of the duplicates tendered for filing, over his or her signature and official seal, the word “Filed” followed by the date of the filing;
(4) The Secretary of State shall retain in his or her files one (1) executed copy of the document, the ribbon copy if the document is typewritten; and he or she shall attach to the other filed copy a certificate stating that the instrument is an executed counterpart of a document filed in his or her office, giving date of the filing, and return the other copy to the corporation or its representative;
(5) If the registered office of the corporation be situated in any county other than Pulaski County, the executed counterpart of the document filed with the Secretary of State, with his or her certificate annexed thereto, shall be filed, within sixty (60) days after the date of its filing with the Secretary of State, for record in the office of the county clerk of the county wherein the corporation's registered office is located. After recording the document, the county clerk shall return it to the corporation. In case of a consolidation or a merger, a counterpart of the articles of consolidation or merger with the annexed certificate of the Secretary of State shall be filed for record with the county clerk of the county, other than Pulaski County, wherein the registered office of the new corporation, the surviving corporation, and each constituent corporation is located.
(b)(1) Upon the filing with the Secretary of State of the original articles of incorporation, corporate existence shall begin. Neither the corporate existence nor the right to do business as a corporation shall be postponed until a duplicate of the articles is filed with the county clerk, nor shall the shareholders incur any personal liability by reason of authorizing the corporation to do business as an incorporated entity prior to the filing with the county clerk.
(2) In like manner, and except in the instances where this chapter may specifically provide to the contrary, any other corporate document filed as prescribed in this section shall be completely effective when filed in the office of the Secretary of State, and the corporate act to be effected thereby shall be deemed completely consummated upon the filing with the Secretary of State.
(3) However, in each instance where there shall be a failure to file with the county clerk in the time and manner required by this chapter, the corporation or the surviving corporation, in case of a merger or consolidation, may be subjected to a penalty of not less than one hundred dollars ($100) nor more than one thousand dollars ($1,000) to be enforced through a civil proceeding filed in the name of the state by the Attorney General in Pulaski County Circuit Court, and, in case of a willful refusal to make the county filing, the Attorney General may sue to cancel or revoke the articles of incorporation of the corporation.
(c) A duplicate of the articles of incorporation filed with the Secretary of State as provided in subdivision (a)(3) of this section and carrying his or her filing endorsement, or a copy of such articles certified by the Secretary of State to be a true copy of articles filed in his or her office with his or her certificate, also showing the date of filing, or the record of the articles in the office of the county clerk or a copy of the record certified by the county clerk, when introduced in evidence shall be conclusive proof that all conditions precedent required to be performed by the incorporators have been complied with and that the corporation has been incorporated under this chapter, except as against the state in a direct proceeding to cancel or revoke the articles of incorporation or as against the plaintiff in a suit under § 4-26-406.
(d) In like manner, a duplicate carrying the filing endorsement of the Secretary of State of any other document filed with the Secretary of State pursuant to this section, or a copy of the document certified by the Secretary of State as provided in subsection (c) of this section, when introduced in evidence shall constitute prima facie proof of the facts therein recited and shall constitute prima facie evidence that the corporate purpose sought to be effected by the filing has been lawfully accomplished.
(e) Where a filing under any section of this chapter is required to be made in the county in which a corporation maintains a registered office, the word “county,” as applied to counties having two (2) judicial districts, shall mean the district in which such registered office is maintained.
(f) In any civil action filed by or against a corporation, it shall not be necessary to prove in the trial of the cause the existence of the corporation in its corporate capacity unless the defendant in his or her or its answer expressly avers under oath that the organization suing or being sued as a corporation does not in fact have a lawful corporate existence.
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Arkansas Code — all titles (historical 2020) · legal_authorities
4-26-401. Requirements and limitations.
The corporate name:
(1) Shall contain the word “Corporation”, “Company”, or “Incorporated”, or shall contain an abbreviation of one of those words; but the name may not end with the word “Company” nor the abbreviation “Co.” if the final word or abbreviation is immediately preceded by “and” or any symbol for “and”;
(2) Shall not contain any word or phrase which is prohibited by law for the corporation or which indicates or implies that it is organized for any purpose other than one (1) or more of the purposes contained in the articles of incorporation;
(3)(A) Shall not be the same as or confusingly similar to the name of any domestic corporation existing under the laws of this state or any foreign corporation authorized to transact business in this state, or a name the exclusive right to which is, at the time, reserved under § 4-26-402, or the name of a corporation which has in effect a registration of its corporate name under § 4-26-403.
(B) No foreign corporation may be admitted to this state if its corporate name is identical with or confusingly similar to the name of any domestic corporation, or the name of any foreign corporation then admitted to this state, or any name then reserved or registered under § 4-26-402 or § 4-26-403.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-26-401
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 4-26-401. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-26-403. Registration of foreign corporation's name.
(a) Any foreign corporation not authorized to transact business in this state may register its corporate name under this chapter, if its corporate name is not the same as or confusingly similar to the name of any domestic corporation existing under the laws of this state or the name of any foreign corporation authorized to transact business in this state or any corporate name reserved or registered under either this section or § 4-26-402.
(b) The registration shall be made by:
(1) Filing with the Secretary of State:
(A) An application for registration executed by the corporation by an officer thereof, setting forth the name of the corporation, the state or territory under the laws of which it is incorporated, the date of its incorporation, a statement that it is carrying on or doing business, and a brief statement of the business in which it is engaged; and
(B) A certificate setting forth that the corporation is in good standing under the laws of the state or territory wherein it is organized, executed by the secretary of state of the state or territory or by such other official as may have custody of the records pertaining to corporations; and
(2) Paying to the Secretary of State the fee prescribed by law.
(c) The registration shall be effective for a period of one (1) year from the date on which the application for registration is filed.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-26-403
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 4-26-403. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-26-406. Unlawful use, reservation, or registration of name — Injunction.
Where the use, reservation, or registration of a corporate name is in violation of this chapter, it may, by court decree, be cancelled or enjoined, on the suit of the Attorney General or of any person or corporation injured by the unlawful use, reservation, or registration, notwithstanding the fact that such use, reservation, or registration has been approved by the Secretary of State.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-26-406
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 4-26-406. This identifies an authority to review, not proof of applicability.