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4-33-1106. Merger with foreign corporation.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-33-1106. Merger with foreign corporation.
(a) Except as provided in § 4-33-1102, one (1) or more foreign nonprofit corporations may merge with one (1) or more domestic nonprofit corporations if:
(1) the merger is permitted by the law of the state or country under whose law each foreign corporation is incorporated and each foreign corporation complies with that law in effecting the merger;
(2) the foreign corporation complies with § 4-33-1104 if it is the surviving corporation of the merger; and
(3) each domestic nonprofit corporation complies with the applicable provisions of §§ 4-33-1101 — 4-33-1103 and, if it is the surviving corporation of the merger, with § 4-33-1104.
(b) Upon the merger taking effect, the surviving foreign business or nonprofit corporation may be served with process in any proceeding brought against it as provided in § 4-20-113.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-33-1106
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:4-33-1106
Source file: gov.ar.code.title.04.odt
Pages: Not recorded – Not recorded
Passage SHA-256: b12788d3b9f98d49556e146496c52b53894dcbb9859f596bfc30ff014ecd3188
Source location: content.xml paragraph 23526
Stored source content
4-33-1106. Merger with foreign corporation.
(a) Except as provided in § 4-33-1102, one (1) or more foreign nonprofit corporations may merge with one (1) or more domestic nonprofit corporations if:
(1) the merger is permitted by the law of the state or country under whose law each foreign corporation is incorporated and each foreign corporation complies with that law in effecting the merger;
(2) the foreign corporation complies with § 4-33-1104 if it is the surviving corporation of the merger; and
(3) each domestic nonprofit corporation complies with the applicable provisions of §§ 4-33-1101 — 4-33-1103 and, if it is the surviving corporation of the merger, with § 4-33-1104.
(b) Upon the merger taking effect, the surviving foreign business or nonprofit corporation may be served with process in any proceeding brought against it as provided in § 4-20-113.
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Arkansas Code — all titles (historical 2020) · legal_authorities
4-33-1101. Approval of plan of merger.
(a) Subject to the limitations set forth in § 4-33-1102, two (2) or more nonprofit corporations may merge, if the plan of merger is approved or provided in § 4-33-1103.
(b) The plan of merger must set forth:
(1) the name of each corporation planning to merge and the name of the surviving corporation into which each plans to merge;
(2) the terms and conditions of the planned merger;
(3) the manner and basis, if any, of converting the memberships of each public benefit or religious corporation into memberships of the surviving corporation; and
(4) if the merger involves a mutual benefit corporation, the manner and basis, if any, of converting memberships of each merging corporation into memberships, obligations or securities of the surviving or any other corporation or into cash or other property in whole or in part.
(c) The plan of merger may set forth:
(1) any amendments to the articles of incorporation or bylaws of the surviving corporation to be effected by the planned merger; and
(2) other provisions relating to the planned merger.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-33-1101
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 4-33-1101. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-33-1102. Limitations on mergers by public benefit or religious corporations.
(a) Without the prior approval of the circuit court of the county in which the corporation's principal office (or, if none in this state, its registered office) is located, a public benefit or religious corporation may merge only with:
(1) a public benefit or religious corporation;
(2) a foreign corporation that would qualify under this chapter as a public benefit or religious corporation; or
(3) a mutual benefit corporation, provided the public benefit or religious corporation is the surviving corporation and continues to be a public benefit corporation or religious corporation after the merger.
(b) Without an order of the circuit court of the county in which the corporation's principal office (or, if none in this state, its registered office) is located, no member of a public benefit or religious corporation may receive or keep anything as a result of a merger other than a membership or membership in the surviving public benefit or religious corporation. The court shall approve the transaction if it is in the public interest.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-33-1102
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 4-33-1102. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-33-1103. Action on plan by board, members and third persons.
(a) Unless this chapter, the articles, bylaws or the board of directors or members (acting pursuant to subsection (c) of this section) require a greater vote or voting by class, a plan of merger to be adopted must be approved:
(1) by the board;
(2) by the members, if any, by two-thirds (2/3) of the votes cast or a majority of the voting power, whichever is less; and
(3) in writing by any person or persons whose approval is required by a provision of the articles authorized by § 4-33-1030 for an amendment to the articles or bylaws.
(b) If the corporation does not have members, the merger must be approved by a majority of the directors in office at the time the merger is approved. In addition the corporation shall provide notice of any directors' meeting at which such approval is to be obtained in accordance with § 4-33-822(c). The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed merger.
(c) The board may condition its submission of the proposed merger, and the members may condition their approval of the merger, on receipt of a higher percentage of affirmative votes or on any other basis.
(d) If the board seeks to have the plan approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in accordance with § 4-33-705. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the plan of merger and contain or be accompanied by a copy or summary of the plan. The copy or summary of the plan for members of the surviving corporation shall include any provision that, if contained in a proposed amendment of the articles of incorporati
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-33-1103
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 4-33-1103. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-33-1104. Articles of merger.
After a plan of merger is approved by the board of directors, and if required by § 4-33-1103, by the members and any other persons, the surviving or acquiring corporation shall deliver to the Secretary of State articles of merger setting forth:
(1) the plan of merger;
(2) if approval of members was not required, a statement to that effect and a statement that the plan was approved by a sufficient vote of the board of directors;
(3) if approval by members was required:
(i) the designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the plan, and number of votes of each class indisputably voting on the plan; and
(ii) either the total number of votes cast for and against the plan by each class entitled to vote separately on the plan or the total number of undisputed votes cast for the plan by each class and a statement that the number cast for the plan by each class was sufficient for approval by that class;
(4) if approval of the plan by some person or persons other than the members or the board is required pursuant to § 4-33-1103(a)(3), a statement that the approval was obtained.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-33-1104
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 4-33-1104. This identifies an authority to review, not proof of applicability.