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4-26-615. Reduction of stated capital.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-26-615. Reduction of stated capital.
(a) If all or part of the stated capital of a corporation is represented by shares without par value, the stated capital of the corporation may be reduced in the following manner:
(1) The board of directors shall adopt a resolution setting forth the amount of the proposed reduction and the manner in which the reduction shall be effected and directing that the question of that reduction be submitted to a vote at a meeting of shareholders which may be either an annual or a special meeting;
(2) Written or printed notice stating that the purpose or one (1) of the purposes of the meeting is to consider the question of reducing the stated capital of the corporation in the amount and manner proposed by the board of directors shall be given to each shareholder of record entitled to vote thereon within the time and in the manner provided in this chapter for the giving of notice of meetings of shareholders;
(3) At such meeting a vote of the shareholders entitled to vote thereon shall be taken on the question of approving the proposed reduction of stated capital, which shall require for its adoption the affirmative vote of the holders of at least a majority of the shares entitled to vote thereon.
(b) When a reduction of the stated capital of a corporation has been approved as provided in this section, a statement shall be executed and filed in accordance with § 4-26-1201, which statement shall be verified by one (1) of the officers signing the statement and shall set forth:
(1) The name of the corporation;
(2) A copy of the resolution of the shareholders approving such reduction and the date of its adoption;
(3) The number of shares outstanding and the number of shares entitled to vote thereon;
(4) The number of shares voted
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-26-615
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:4-26-615
Source file: gov.ar.code.title.04.odt
Pages: Not recorded – Not recorded
Passage SHA-256: dc656838205a40e347ea94b24e27e85c258f0596065b3054b98dbdb1561ec4bd
Source location: content.xml paragraph 13982
Stored source content
4-26-615. Reduction of stated capital.
(a) If all or part of the stated capital of a corporation is represented by shares without par value, the stated capital of the corporation may be reduced in the following manner:
(1) The board of directors shall adopt a resolution setting forth the amount of the proposed reduction and the manner in which the reduction shall be effected and directing that the question of that reduction be submitted to a vote at a meeting of shareholders which may be either an annual or a special meeting;
(2) Written or printed notice stating that the purpose or one (1) of the purposes of the meeting is to consider the question of reducing the stated capital of the corporation in the amount and manner proposed by the board of directors shall be given to each shareholder of record entitled to vote thereon within the time and in the manner provided in this chapter for the giving of notice of meetings of shareholders;
(3) At such meeting a vote of the shareholders entitled to vote thereon shall be taken on the question of approving the proposed reduction of stated capital, which shall require for its adoption the affirmative vote of the holders of at least a majority of the shares entitled to vote thereon.
(b) When a reduction of the stated capital of a corporation has been approved as provided in this section, a statement shall be executed and filed in accordance with § 4-26-1201, which statement shall be verified by one (1) of the officers signing the statement and shall set forth:
(1) The name of the corporation;
(2) A copy of the resolution of the shareholders approving such reduction and the date of its adoption;
(3) The number of shares outstanding and the number of shares entitled to vote thereon;
(4) The number of shares voted for and against such reduction, respectively;
(5) A statement of the manner in which such reduction is effected, and a statement expressed in dollars of the amount of stated capital of the corporation after giving effect to such reduction.
(c) When the statement is filed in accordance with § 4-26-1201, the stated capital of the corporation shall be reduced as therein set forth.
(d) No reduction of stated capital shall be made under the provisions of this section which would reduce the amount of the aggregate stated capital of the corporation to an amount equal to or less than the aggregate preferential amounts payable upon all issued shares having a preferential right in the assets of the corporation in the event of involuntary liquidation, plus the aggregate par value of all issued shares having a par value but no preferential right in the assets of the corporation in the event of involuntary liquidation; and in no event shall the stated capital be reduced to a sum less than three hundred dollars ($300).
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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. The source passage cites 4-26-1201. This identifies an authority to review, not proof of applicability.