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4-27-1104. Filings required for conversion — Effective date.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-27-1104. Filings required for conversion — Effective date.
(a)(1) After a plan of conversion is approved a converting corporation shall file articles of conversion with the Secretary of State.
(2) The articles of conversion shall include:
(A) A statement that the corporation has been converted into another organization;
(B) The name and form of the organization and the jurisdiction of its governing statute;
(C) The date the conversion is effective under the governing statute of the converted organization;
(D) A statement that the conversion was approved as required by this chapter;
(E) A statement that the conversion was approved as required by the governing statute of the converted organization;
(F) A statement confirming that the converted organization has filed a statement appointing an agent for service of process under § 4-20-112 if the converted organization is a foreign organization not authorized to transact business in this state; and
(G)(i) A copy of the plan of conversion; or
(ii) A statement that:
(a) Contains the address of an office of the organization where the plan of conversion is on file; and
(b) A copy of the plan of conversion will be furnished by the converting corporation on request and without cost to any shareholder of the converting corporation.
(b)(1) If the converting organization is not a converting corporation, the converting organization shall file articles of incorporation with the Secretary of State.
(2) The articles of incorporation shall include, in addition to the information required by § 4-27-202:
(A) A statement that the corporation was converted from another organization;
(B) The name and form of the organization and the jurisdiction of its governing statute; and
(C) A statement that the conversi
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-27-1104
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:4-27-1104
Source file: gov.ar.code.title.04.odt
Pages: Not recorded – Not recorded
Passage SHA-256: f4ca363019676a98f507cec25b64ba46d8d86ada33fb4f0afcaa5fc89f474e34
Source location: content.xml paragraph 16952
Stored source content
4-27-1104. Filings required for conversion — Effective date.
(a)(1) After a plan of conversion is approved a converting corporation shall file articles of conversion with the Secretary of State.
(2) The articles of conversion shall include:
(A) A statement that the corporation has been converted into another organization;
(B) The name and form of the organization and the jurisdiction of its governing statute;
(C) The date the conversion is effective under the governing statute of the converted organization;
(D) A statement that the conversion was approved as required by this chapter;
(E) A statement that the conversion was approved as required by the governing statute of the converted organization;
(F) A statement confirming that the converted organization has filed a statement appointing an agent for service of process under § 4-20-112 if the converted organization is a foreign organization not authorized to transact business in this state; and
(G)(i) A copy of the plan of conversion; or
(ii) A statement that:
(a) Contains the address of an office of the organization where the plan of conversion is on file; and
(b) A copy of the plan of conversion will be furnished by the converting corporation on request and without cost to any shareholder of the converting corporation.
(b)(1) If the converting organization is not a converting corporation, the converting organization shall file articles of incorporation with the Secretary of State.
(2) The articles of incorporation shall include, in addition to the information required by § 4-27-202:
(A) A statement that the corporation was converted from another organization;
(B) The name and form of the organization and the jurisdiction of its governing statute; and
(C) A statement that the conversion was approved in a manner that complied with the organization's governing statute.
(c) A conversion becomes effective:
(1) If the converted organization is a corporation, when the articles of incorporation take effect; and
(2) If the converted organization is not a corporation, as provided by the governing statute of the converted organization.
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Arkansas Code — all titles (historical 2020) · legal_authorities
4-20-112. Appointment of agent by nonfiling or nonqualified foreign entity.
(a) A domestic entity that is not a filing entity or a nonqualified foreign entity may file with the Secretary of State a statement appointing an agent for service of process signed on behalf of the entity which states:
(1) the name, type, and jurisdiction of organization of the entity; and
(2) the information required by § 4-20-105(a).
(b) A statement appointing an agent for service of process takes effect on filing.
(c) The appointment of a registered agent under this section does not qualify a nonqualified foreign entity to do business in this state and is not sufficient alone to create personal jurisdiction over the nonqualified foreign entity in this state.
(d) A statement appointing an agent for service of process may not be rejected for filing because the name of the entity filing the statement is not distinguishable on the records of the Secretary of State from the name of another entity appearing in those records. The filing of a statement appointing an agent for service of process does not make the name of the entity filing the statement unavailable for use by another entity.
(e) An entity that has filed a statement appointing an agent for service of process may cancel the statement by filing a statement of cancellation, which shall take effect upon filing, and must state the name of the entity and that the entity is canceling its appointment of an agent for service of process in this state. A statement appointing an agent for service of process which has not been cancelled earlier is effective for a period of five (5) years after the date of filing.
(f) A statement appointing an agent for service of process for a nonqualified foreign entity terminates automatically on
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-20-112
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 4-20-112. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-27-202. Articles of incorporation.
(a) The articles of incorporation must set forth:
(1) a corporate name for the corporation that satisfies the requirements of § 4-27-401;
(2) the number of shares the corporation is authorized to issue and, if such shares are to consist of one (1) class only, the par value of each of such shares, or a statement that all of such shares are without par value; or, if such shares are to be divided into classes, the number of shares of each class, and a statement of the par value of the shares of each such class or that such shares are without par value;
(3) the information required by § 4-20-105(a);
(4) the name and address of each incorporator; and
(5) the primary purpose or purposes for which the corporation is organized, which is provided to the Secretary of State for informational purposes and shall not, unless specifically stated in the articles of incorporation, limit the broad purposes provided in § 4-27-301.
(b) The articles of incorporation may set forth:
(1) the names and addresses of the individuals who are to serve as the initial directors;
(2) provisions not inconsistent with law regarding:
(i) specific limitations on the purpose or purposes for which the corporation is organized;
(ii) managing the business and regulating the affairs of the corporation;
(iii) defining, limiting, and regulating the powers of the corporation, its board of directors, and shareholders; and
(iv) the imposition of personal liability on shareholders for the debts of the corporation to a specified extent and upon specified conditions;
(3) a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-27-202
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 4-27-202. This identifies an authority to review, not proof of applicability.