Browse Arkansas Code titles and sections
4-27-1102. Conversion.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-27-1102. Conversion.
(a) An organization other than a corporation may convert to a corporation, and a corporation may convert to another organization under this section and §§ 4-27-1103 — 4-27-1105 and a plan of conversion, if the:
(1) Other organization's governing statute authorizes the conversion and is complied with; and
(2) Conversion is not prohibited by the law of the jurisdiction that enacted the governing statute.
(b) A plan of conversion must be in a record and must include the:
(1) Name and form of the organization before conversion;
(2) Name and form of the organization after conversion;
(3) Terms and conditions of the conversion, including the manner and basis for converting interests in the converting organization into any combination of money, interests in the converted organization, and other consideration; and
(4) Organizational documents of the converted organization.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-27-1102
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:4-27-1102
Source file: gov.ar.code.title.04.odt
Pages: Not recorded – Not recorded
Passage SHA-256: d94e00d80735ccb1824844f975123dd19e906e94a353fbc68649375166125804
Source location: content.xml paragraph 16922
Stored source content
4-27-1102. Conversion.
(a) An organization other than a corporation may convert to a corporation, and a corporation may convert to another organization under this section and §§ 4-27-1103 — 4-27-1105 and a plan of conversion, if the:
(1) Other organization's governing statute authorizes the conversion and is complied with; and
(2) Conversion is not prohibited by the law of the jurisdiction that enacted the governing statute.
(b) A plan of conversion must be in a record and must include the:
(1) Name and form of the organization before conversion;
(2) Name and form of the organization after conversion;
(3) Terms and conditions of the conversion, including the manner and basis for converting interests in the converting organization into any combination of money, interests in the converted organization, and other consideration; and
(4) Organizational documents of the converted organization.
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Arkansas Code — all titles (historical 2020) · legal_authorities
4-27-1103. Action on plan of conversion by converting corporation.
(a) A plan of conversion may be approved if the:
(1) Board of directors recommends the plan of conversion to the shareholders, unless the board of directors:
(A) Determines that because of a conflict of interest or other special circumstances it should make no recommendation; and
(B) Communicates the basis for its determination at the time the plan of conversion is submitted to the shareholders; and
(2) Shareholders entitled to vote approve the plan.
(b) The board of directors may condition its submission of the proposed conversion on any basis.
(c)(1) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with § 4-27-705.
(2) The notice shall:
(A) State that a purpose of the meeting is to consider the plan of conversion; and
(B) Contain or be accompanied by a copy or summary of the plan.
(d) Unless this chapter, the articles of incorporation, or the board of directors acting under subsection (b) of this section require a greater vote or a vote by voting groups, the plan of conversion to be authorized must be approved by each voting group entitled to vote separately on the plan by a majority of all the votes entitled to be cast on the plan by the voting group.
(e) Subject to any contractual rights, until a conversion is filed under § 4-27-1104, a converting corporation may amend the plan or abandon the planned conversion:
(1) As provided in the plan; and
(2) Except as prohibited by the plan, by the same consent required to approve the plan.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-27-1103
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. The source passage cites 4-27-1103. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-27-1105. Effect of conversion.
(a) An organization that has been converted under this subchapter is for all purposes the same entity that existed before the conversion.
(b) When a conversion takes effect:
(1) All property owned by the converting organization remains vested in the converted organization;
(2) All debts, liabilities, and other obligations of the converting organization continue as obligations of the converted organization;
(3) An action or proceeding pending by or against the converting organization may be continued as if the conversion had not occurred;
(4) Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of the converting organization remain vested in the converted organization;
(5) Except as otherwise provided in the plan of conversion, the terms and conditions of the plan of conversion take effect; and
(6) Except as otherwise agreed, the conversion does not dissolve a converting corporation under § 4-27-1401 et seq.
(c)(1) A converted organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any obligation owed by the converting corporation, if before the conversion the converting corporation was subject to suit in this state on the obligation.
(2) A converted organization that is a foreign organization and not authorized to transact business in this state may be served with process under § 4-20-113 if the converted organization:
(A) Fails to appoint an agent for service of process under § 4-20-112;
(B) No longer has an agent for service of process; or
(C) Has an agent for service of process that cannot with reasonable diligence be served.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-27-1105
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 4-27-1105. This identifies an authority to review, not proof of applicability.