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4-27-1433. Decree of dissolution.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-27-1433. Decree of dissolution.
(a) If after a hearing the court determines that one (1) or more grounds for judicial dissolution described in § 4-27-1430 exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the court shall deliver a certified copy of the decree to the Secretary of State, who shall file it.
(b) After entering the decree of dissolution, the court shall direct the winding up and liquidation of the corporation's business and affairs in accordance with § 4-27-1405 and the notification of claimants in accordance with §§ 4-27-1406 and 4-27-1407.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-27-1433
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:4-27-1433
Source file: gov.ar.code.title.04.odt
Pages: Not recorded – Not recorded
Passage SHA-256: 4f7bcfda60c910c9ab501ebcd42993fb259d75165d010af773c22da63086410e
Source location: content.xml paragraph 17539
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4-27-1433. Decree of dissolution.
(a) If after a hearing the court determines that one (1) or more grounds for judicial dissolution described in § 4-27-1430 exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the court shall deliver a certified copy of the decree to the Secretary of State, who shall file it.
(b) After entering the decree of dissolution, the court shall direct the winding up and liquidation of the corporation's business and affairs in accordance with § 4-27-1405 and the notification of claimants in accordance with §§ 4-27-1406 and 4-27-1407.
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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
4-27-1430. Grounds for judicial dissolution.
The Pulaski County Circuit Court, in the case of a proceeding brought by the Attorney General, or the circuit court of the county in which the corporation's principal office (or, if none in this state, its registered office) is located in the case of a proceeding brought by a shareholder, may dissolve a corporation:
(1) in a proceeding by the Attorney General, if it is established that:
(i) the corporation obtained its articles of incorporation through fraud; or
(ii) the corporation has continued to exceed or abuse the authority conferred upon it by law;
(2) In a proceeding by a shareholder, if it is established that:
(i) the directors are deadlocked in the management of the corporate affairs, the shareholders are unable to break the deadlock, and irreparable injury to the corporation is threatened or being suffered, or the business and affairs of the corporation can no longer be conducted to the advantage of the shareholders generally, because of the deadlock;
(ii) the directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent;
(iii) the shareholders are deadlocked in voting power and have failed, for a period that includes at least two (2) consecutive annual meeting dates, to elect successors to directors whose terms have expired; or
(iv) the corporate assets are being misapplied or wasted;
(3) In a proceeding by a creditor, if it is established that:
(i) the creditor's claim has been reduced to judgment, the execution on the judgment returned unsatisfied, and the corporation is insolvent; or
(ii) the corporation has admitted in writing that the creditor's claim is due and owing and the corporation is insolvent; or
(4)
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-27-1430
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 4-27-1430. This identifies an authority to review, not proof of applicability.