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4-27-202. Articles of incorporation.
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. A text match is a research starting point; applicability is not established.
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Stable record: arkansas_code:legal_authorities:4-27-202
Source file: gov.ar.code.title.04.odt
Pages: Not recorded – Not recorded
Passage SHA-256: c14ebf056fa398892b607668afd8345f144b20ffbd4645b78dfdf7e506b4b781
Source location: content.xml paragraph 15693
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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 that such provision shall not eliminate or limit the liability of a director:
(i) for any breach of the director's duty of loyalty to the corporation or its stockholders;
(ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
(iii) under § 4-27-833 of this chapter;
(iv) for any transaction from which the director derived an improper personal benefit; or
(v) for any action, omission, transaction, or breach of a director's duty creating any third-party liability to any person or entity other than the corporation or stockholder.
No such provision shall eliminate or limit the liability of a director for any act or omission occurring prior to the date when such provision becomes effective. All references in this subsection to a director shall also be deemed to refer to a member of the governing body of a corporation which is not authorized to issue capital stock; and
(4) any provision that under this chapter is required or permitted to be set forth in the bylaws.
(c) The articles of incorporation need not set forth any of the corporate powers enumerated in this chapter.
(d)(1) A for-profit corporation may convert to a nonprofit corporation under the Arkansas Nonprofit Corporation Act, §§ 4-28-201 — 4-28-206 and 4-28-209 — 4-28-224, or the Arkansas Nonprofit Corporation Act of 1993, § 4-33-101 et seq., upon the filing of an amendment to the corporation's articles of incorporation under either § 4-28-206 or § 4-33-202.
(2) After the filing and conversion have taken place, the converted corporation shall comply with either the Arkansas Nonprofit Corporation Act, §§ 4-28-201 — 4-28-206 and 4-28-209 — 4-28-224, or the Arkansas Nonprofit Corporation Act of 1993, § 4-33-101 et seq.
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Arkansas Code — all titles (historical 2020) · legal_authorities
4-20-105. Appointment of registered agent.
(a) A registered agent filing must state:
(1) the name of the represented entity's commercial registered agent; or
(2) if the entity does not have a commercial registered agent, the name and address of the entity's noncommercial registered agent:
(A) the name and address of the entity's registered agent; or
(B) the title of an office or other position with the entity if service of process is to be sent to the person holding that office or position, and the address of the business office of that person.
(b) The appointment of a registered agent pursuant to subsection (a)(1) or (2) is an affirmation by the represented entity that the agent has consented to serve as such.
(c) The Secretary of State shall make available in a record as soon as practicable a daily list of filings that contain the name of a registered agent. The list must:
(1) be kept available for at least 14 calendar days;
(2) list in alphabetical order the names of the registered agents; and
(3) state the type of filing and name of the represented entity making the filing.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-20-105
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 4-20-105. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-27-301. Purposes.
(a) Every corporation incorporated under this chapter has the purpose of engaging in any lawful business unless a more limited purpose is specifically set forth in the articles of incorporation. A statement of a corporation's primary purpose or purposes made pursuant to § 4-27-202(a)(5) shall not be construed as a specific limitation of the broad purposes for which the corporation may be organized.
(b) A corporation engaging in a business that is subject to regulation under another statute of this state may incorporate under this chapter only if permitted by, and subject to all limitations of, the other statute.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-27-301
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 4-27-301. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-27-401. Corporate name.
(a) A corporate name:
(1) must contain the word “corporation,” “incorporated,” “company,” or “limited,” or the abbreviation “corp.,” “inc.,” “co.,” or “ltd.,” or words or abbreviations of like import in another language; and
(2) may not contain language stating or implying that the corporation is organized for a purpose other than that permitted by § 4-27-301 and its articles of incorporation.
(b) Except as authorized by subsections (c) and (d) of this section, a corporate name must be distinguishable upon the records of the Secretary of State from:
(1) the corporate name of a corporation incorporated or authorized to transact business in this state;
(2) a corporate name reserved or registered under § 4-27-402 or § 4-27-403;
(3) the fictitious name adopted by a foreign corporation authorized to transact business in this state because its real name is unavailable; and
(4) the corporate name of a not-for-profit corporation incorporated or authorized to transact business in this state.
(c) A corporation may apply to the Secretary of State for authorization to use a name that is not distinguishable upon his records from one (1) or more of the names described in subsection (b) of this section. The Secretary of State shall authorize use of the name applied for if:
(1) the other corporation consents to the use in writing and submits an undertaking in form satisfactory to the Secretary of State to change its name to a name that is distinguishable upon the records of the Secretary of State from the name of the applying corporation; or
(2) the applicant delivers to the Secretary of State a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-27-401
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 4-27-401. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-27-833. Liability for unlawful distributions.
(a) Unless he complies with the applicable standards of conduct described in § 4-27-830, a director who votes for or assents to a distribution made in violation of this chapter or the articles of incorporation is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating this chapter or the articles of incorporation.
(b) A director held liable for an unlawful distribution under subsection (a) of this section is entitled to contribution:
(1) from every other director who voted for or assented to the distribution without complying with the applicable standards of conduct described in § 4-27-830; and
(2) from each shareholder for the amount the shareholder accepted knowing the distribution was made in violation of this chapter or the articles of incorporation.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-27-833
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 4-27-833. This identifies an authority to review, not proof of applicability.