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4-27-1421. Procedure for and effect of administrative dissolution.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-27-1421. Procedure for and effect of administrative dissolution.
(a) If the Secretary of State determines that one (1) or more grounds exist under § 4-27-1420 for dissolving a corporation, he or she shall serve the corporation with written notice of his or her determination.
(b) If the corporation does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the Secretary of State that each ground determined by the Secretary of State does not exist within sixty (60) days after service of the notice is perfected, the Secretary of State shall administratively dissolve the corporation by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The Secretary of State shall file the original of the certificate and serve a copy on the corporation.
(c) A corporation administratively dissolved continues its corporate existence but may not carry on any business except that necessary to wind up and liquidate its business and affairs under § 4-27-1405 and notify claimants under §§ 4-27-1406 and 4-27-1407.
(d) The administrative dissolution of a corporation does not terminate the authority of its registered agent.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-27-1421
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:4-27-1421
Source file: gov.ar.code.title.04.odt
Pages: Not recorded – Not recorded
Passage SHA-256: 132d8f6864f25c4f792cba01f1ab0b183b96064b7c483bdf58aa16d05abdbcfe
Source location: content.xml paragraph 17455
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4-27-1421. Procedure for and effect of administrative dissolution.
(a) If the Secretary of State determines that one (1) or more grounds exist under § 4-27-1420 for dissolving a corporation, he or she shall serve the corporation with written notice of his or her determination.
(b) If the corporation does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the Secretary of State that each ground determined by the Secretary of State does not exist within sixty (60) days after service of the notice is perfected, the Secretary of State shall administratively dissolve the corporation by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The Secretary of State shall file the original of the certificate and serve a copy on the corporation.
(c) A corporation administratively dissolved continues its corporate existence but may not carry on any business except that necessary to wind up and liquidate its business and affairs under § 4-27-1405 and notify claimants under §§ 4-27-1406 and 4-27-1407.
(d) The administrative dissolution of a corporation does not terminate the authority of its registered agent.
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Arkansas Code — all titles (historical 2020) · legal_authorities
4-27-1405. Effect of dissolution.
(a) A dissolved corporation continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including:
(1) collecting its assets;
(2) disposing of its properties that will not be distributed in kind to its shareholders;
(3) discharging or making provision for discharging its liabilities;
(4) distributing its remaining property among its shareholders according to their interests; and
(5) doing every other act necessary to wind up and liquidate its business and affairs.
(b) Dissolution of a corporation does not:
(1) transfer title to the corporation's property;
(2) prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation's share transfer records;
(3) subject its directors or officers to standards of conduct different from those prescribed in § 4-27-801 et seq.;
(4) change quorum or voting requirements for its board of directors or shareholders; change provisions for selection, resignation, or removal of its directors or officers or both; or change provisions for amending its bylaws;
(5) prevent commencement of a proceeding by or against the corporation in its corporate name;
(6) abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or
(7) terminate the authority of the registered agent of the corporation.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-27-1405
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 4-27-1405. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-27-1406. Known claims against dissolved corporation.
(a) A dissolved corporation may dispose of the known claims against it by following the procedure described in this section.
(b) The dissolved corporation shall notify its known claimants in writing of the dissolution at any time after its effective date. The written notice must:
(1) describe information that must be included in a claim;
(2) provide a mailing address where a claim may be sent;
(3) state the deadline, which may not be fewer than one hundred twenty (120) days from the effective date of the written notice, by which the dissolved corporation must receive the claim; and
(4) state that the claim will be barred if not received by the deadline.
(c) A claim against the dissolved corporation is barred:
(1) if a claimant who was given written notice under subsection (b) of this section does not deliver the claim to the dissolved corporation by the deadline;
(2) if a claimant whose claim was rejected by the dissolved corporation does not commence a proceeding to enforce the claim within ninety (90) days from the effective date of the rejection notice.
(d) For purposes of this section, “claim” does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-27-1406
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 4-27-1406. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-27-1407. Unknown claims against dissolved corporation.
(a) A dissolved corporation may also publish notice of its dissolution and request that persons with claims against the corporation present them in accordance with the notice.
(b) The notice must:
(1) be published one (1) time in a newspaper of general circulation in the county where the dissolved corporation's principal office is or was last located or in a newspaper of general circulation in Pulaski County if the corporation did not have a principal office in this state;
(2) describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and
(3) state that a claim against the corporation will be barred unless a proceeding to enforce the claim is commenced within five (5) years after the publication of the notice.
(c) If the dissolved corporation publishes a newspaper notice in accordance with subsection (b) of this section, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved corporation within five (5) years after the publication date of the newspaper notice:
(1) a claimant who did not receive written notice under § 4-27-1406;
(2) a claimant whose claim was timely sent to the dissolved corporation but not acted on;
(3) a claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.
(d) A claim may be enforced under this section:
(1) against the dissolved corporation, to the extent of its undistributed assets; or
(2) if the assets have been distributed in liquidation, against a shareholder of the dissolved corporation to the extent of his pro rata share of the claim or the corporate assets distributed to h
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-27-1407
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 4-27-1407. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-27-1420. Grounds for administrative dissolution. [Effective until May 1, 2021.]
The Secretary of State may commence a proceeding under § 4-27-1421 to administratively dissolve a corporation if:
(1) the corporation does not pay within sixty (60) days after they are due any franchise taxes or penalties imposed by this chapter or other law;
(2) the corporation does not deliver its annual franchise tax report to the Secretary of State within sixty (60) days after it is due;
(3) the corporation is without a registered agent in this state for sixty (60) days or more;
(4) the corporation does not notify the Secretary of State within sixty (60) days that its registered agent has been changed or has resigned; or
(5) the corporation's period of duration stated in its articles of incorporation expires.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-27-1420
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 4-27-1420. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-27-1420. Grounds for administrative dissolution. [Effective May 1, 2021.]
The Secretary of State may commence a proceeding under § 4-27-1421 to administratively dissolve a corporation if:
(1) the corporation does not pay within sixty (60) days after they are due any franchise taxes or penalties imposed by this chapter or other law;
(2) the corporation does not deliver its annual franchise tax report to the Department of Finance and Administration within sixty (60) days after it is due;
(3) the corporation is without a registered agent in this state for sixty (60) days or more;
(4) the corporation does not notify the Secretary of State within sixty (60) days that its registered agent has been changed or has resigned; or
(5) the corporation's period of duration stated in its articles of incorporation expires.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-27-1420
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 4-27-1420. This identifies an authority to review, not proof of applicability.