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4-27-1105. Effect of conversion.
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. A text match is a research starting point; applicability is not established.
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Record provenance
Stable record: arkansas_code:legal_authorities:4-27-1105
Source file: gov.ar.code.title.04.odt
Pages: Not recorded – Not recorded
Passage SHA-256: f3fe8410e01548b19cbeb0896085bcab3578b1d4bfb515f21c59a744258d9185
Source location: content.xml paragraph 16976
Stored source content
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.
Cross-references
Connections may be documented source relationships, shared citations or nearby passages. Each explains its basis; a connection alone does not establish applicability to your situation.
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
4-20-113. Service of process on entities.
(a) A registered agent is an agent of the represented entity authorized to receive service of any process, notice, or demand required or permitted by law to be served on the entity.
(b) If an entity fails to appoint an agent under this subchapter or if an entity that previously filed a registered agent filing with the Secretary of State no longer has a registered agent, or if its registered agent cannot with reasonable diligence be served, the entity may be served by registered or certified mail, return receipt requested, addressed to one or more of the governors of the entity by name at its principal office in accordance with any applicable judicial rules and procedures. The names of the governors and the address of the principal office shall be as shown in the most recent annual report filed with the Secretary of State. If the entity is not required to file an annual report with the Secretary of State, the names of the governors and the address of the principal office shall be as shown in the entity's public organic document. Service is perfected under this subsection at the earliest of:
(1) the date the entity receives the mail;
(2) the date shown on the return receipt, if signed on behalf of the entity; or
(3) five (5) days after its deposit with the United States Postal Service, if correctly addressed and with sufficient postage.
(c) If process, notice, or demand cannot be served on an entity pursuant to subsection (a) or (b), service of process may be made by handing a copy to the manager, clerk, or other person in charge of any regular place of business or activity of the entity if the person served is not a plaintiff in the action.
(d) Service of process, notice, or demand on a registered agent must be in t
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-20-113
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 4-20-113. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-27-1401. Dissolution by incorporators or initial directors.
A majority of the incorporators or initial directors of a corporation that has not issued shares or has not commenced business may dissolve the corporation by delivering to the Secretary of State for filing articles of dissolution that set forth:
(1) the name of the corporation;
(2) the date of its incorporation;
(3) either (i) that none of the corporation's shares has been issued or (ii) that the corporation has not commenced business;
(4) that no debt of the corporation remains unpaid;
(5) that the net assets of the corporation remaining after winding up have been distributed to the shareholders, if shares were issued; and
(6) that a majority of the incorporators or initial directors authorized the dissolution.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-27-1401
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 4-27-1401. This identifies an authority to review, not proof of applicability.