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4-27-1108. Merger of subsidiary.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-27-1108. Merger of subsidiary.
(a) A parent corporation owning at least ninety percent (90%) of the outstanding shares of each class of a subsidiary corporation may merge the subsidiary corporation into itself without approval of the shareholders of the parent corporation or subsidiary corporation.
(b) The board of directors of the parent corporation shall adopt a plan of merger that sets forth:
(1) The names of the parent corporation and the subsidiary corporation; and
(2) The manner and basis of converting the shares of the subsidiary corporation into:
(A) Shares, obligations, or other securities of the parent corporation or any other corporation; or
(B) Cash or other property.
(c) The parent corporation shall mail a copy or summary of the plan of merger to each shareholder of the subsidiary who does not waive the mailing requirement in writing.
(d) The parent corporation may not deliver articles of merger to the Secretary of State for filing until at least thirty (30) days after the date the parent corporation mailed a copy of the plan of merger to each shareholder of the subsidiary corporation who did not waive the mailing requirement.
(e) Articles of merger under this section may not contain amendments to the articles of incorporation of the parent corporation except for amendments enumerated in § 4-27-1002.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-27-1108
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:4-27-1108
Source file: gov.ar.code.title.04.odt
Pages: Not recorded – Not recorded
Passage SHA-256: 3e5bbbf18e9923602e2fb0639ae756b50b965dab7b8a7b8698717a4d36a00e49
Source location: content.xml paragraph 17032
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4-27-1108. Merger of subsidiary.
(a) A parent corporation owning at least ninety percent (90%) of the outstanding shares of each class of a subsidiary corporation may merge the subsidiary corporation into itself without approval of the shareholders of the parent corporation or subsidiary corporation.
(b) The board of directors of the parent corporation shall adopt a plan of merger that sets forth:
(1) The names of the parent corporation and the subsidiary corporation; and
(2) The manner and basis of converting the shares of the subsidiary corporation into:
(A) Shares, obligations, or other securities of the parent corporation or any other corporation; or
(B) Cash or other property.
(c) The parent corporation shall mail a copy or summary of the plan of merger to each shareholder of the subsidiary who does not waive the mailing requirement in writing.
(d) The parent corporation may not deliver articles of merger to the Secretary of State for filing until at least thirty (30) days after the date the parent corporation mailed a copy of the plan of merger to each shareholder of the subsidiary corporation who did not waive the mailing requirement.
(e) Articles of merger under this section may not contain amendments to the articles of incorporation of the parent corporation except for amendments enumerated in § 4-27-1002.
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Arkansas Code — all titles (historical 2020) · legal_authorities
4-27-1002. Amendment by board of directors.
Unless the articles of incorporation provide otherwise, a corporation's board of directors may adopt one (1) or more amendments to the corporation's articles of incorporation without shareholder action:
(1) to extend the duration of the corporation if it was incorporated at a time when limited duration was required by law;
(2) to delete the names and addresses of the initial directors;
(3) to change the information required by § 4-20-105(a);
(4) to change each issued and unissued authorized share of an outstanding class into a greater number of whole shares if the corporation has only shares of that class outstanding;
(5) to change the corporate name by substituting the word “corporation”, “incorporated”, “company”, “limited”, or the abbreviation “corp.”, “inc.”, “co.”, or “ltd.”, for a similar word or abbreviation in the name, or by adding, deleting, or changing a geographical attribution for the name; or
(6) to make any other change expressly permitted by this chapter to be made without shareholder action.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-27-1002
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 4-27-1002. This identifies an authority to review, not proof of applicability.