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4-33-202. Articles of incorporation.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-33-202. Articles of incorporation.
(a) The articles of incorporation must set forth:
(1) a corporate name for the corporation that satisfies the requirements of § 4-33-401;
(2) one (1) of the following statements:
(i) this corporation is a public benefit corporation;
(ii) this corporation is a mutual benefit corporation; or
(iii) this corporation is a religious corporation.
(3) the information required by § 4-20-105(a);
(4) the name and address of each incorporator;
(5) whether or not the corporation will have members;
(6) provisions not inconsistent with law regarding the distribution of assets on dissolution; and
(7) if converting to a nonprofit corporation from another form of entity, then the articles of incorporation shall include:
(A) a statement that the corporation:
(i) is a nonprofit corporation; and
(ii) has converted under the Arkansas Nonprofit Corporation Act of 1993, § 4-33-101 et seq.;
(B)(i) a description of the treatment of shares of stock.
(ii) the description of the treatment of shares of stock:
(a) may provide for the repurchase or exchange of shares of stock for certificates of membership if the corporation has members, and if the shares are repurchased, then the nonprofit corporation shall cancel the shares; or
(b) shall provide that the shares of stock be canceled by the board of directors if the corporation does not have members; and
(C) a statement that the Internal Revenue Service has been notified or will be notified within a reasonable time of the conversion and federal regulations were followed regarding the conversion.
(b) The articles of incorporation may set forth:
(1) the purpose or purposes for which the corporation is organized, which may be, either alone or in combination with other purposes
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-33-202
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:4-33-202
Source file: gov.ar.code.title.04.odt
Pages: Not recorded – Not recorded
Passage SHA-256: b661403fb3010d719b754d57f6fa83405327d74b15806cef839dad2209f4eb9d
Source location: content.xml paragraph 22348
Stored source content
4-33-202. Articles of incorporation.
(a) The articles of incorporation must set forth:
(1) a corporate name for the corporation that satisfies the requirements of § 4-33-401;
(2) one (1) of the following statements:
(i) this corporation is a public benefit corporation;
(ii) this corporation is a mutual benefit corporation; or
(iii) this corporation is a religious corporation.
(3) the information required by § 4-20-105(a);
(4) the name and address of each incorporator;
(5) whether or not the corporation will have members;
(6) provisions not inconsistent with law regarding the distribution of assets on dissolution; and
(7) if converting to a nonprofit corporation from another form of entity, then the articles of incorporation shall include:
(A) a statement that the corporation:
(i) is a nonprofit corporation; and
(ii) has converted under the Arkansas Nonprofit Corporation Act of 1993, § 4-33-101 et seq.;
(B)(i) a description of the treatment of shares of stock.
(ii) the description of the treatment of shares of stock:
(a) may provide for the repurchase or exchange of shares of stock for certificates of membership if the corporation has members, and if the shares are repurchased, then the nonprofit corporation shall cancel the shares; or
(b) shall provide that the shares of stock be canceled by the board of directors if the corporation does not have members; and
(C) a statement that the Internal Revenue Service has been notified or will be notified within a reasonable time of the conversion and federal regulations were followed regarding the conversion.
(b) The articles of incorporation may set forth:
(1) the purpose or purposes for which the corporation is organized, which may be, either alone or in combination with other purposes, the transaction of any lawful activity;
(2) the names and addresses of the individuals who are to serve as the initial directors;
(3) provisions not inconsistent with law regarding:
(i) managing and regulating the affairs of the corporation;
(ii) defining, limiting, and regulating the powers of the corporation, its board of directors and members (or any class of members); and
(iii) the characteristics, qualifications, rights, limitations and obligations attaching to each or any class of members.
(4) any provision that under this chapter is required or permitted to be set forth in the bylaws.
(c)(1) Each incorporator named in the articles must sign the articles.
(2) If an entity is a for-profit corporation that is converting to a nonprofit corporation, the conversion shall be approved by a three-fourths (¾) vote of the shareholders of the business corporation.
(d) The articles of incorporation need not set forth any of the corporate powers enumerated in this chapter.
(e) 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 with the information required under this section.
(f) A conversion to a nonprofit corporation under this chapter is effective when an amendment to the articles of incorporation is filed with the Secretary of State and the Secretary of State has collected the filing fees, service fees, and copying fees required under § 4-33-122.
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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
4-28-201. Title.
Sections 4-28-201 — 4-28-206 and 4-28-209 — 4-28-224 shall be known as the “Arkansas Nonprofit Corporation Act”.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-28-201
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 4-28-201. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-33-101. Short title.
This chapter shall be known and may be cited as the “Arkansas Nonprofit Corporation Act of 1993”.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-33-101
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 4-33-101. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-33-401. Corporate name.
(a) A corporate name may not contain language stating or implying that the corporation is organized for a purpose other than that permitted by § 4-33-301 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 nonprofit or business corporation incorporated or authorized to do business in this state;
(2) a corporate name reserved or registered under § 4-33-402 or § 4-33-403 of this chapter or § 4-26-402 or § 4-27-402; or
(3) the fictitious name of a foreign business or nonprofit corporation authorized to transact business in this state because its real name is unavailable;
(c) A corporation may apply to the Secretary of State for authorization to use a name that is not distinguishable upon the Secretary of State's 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 a final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state.
(d) A corporation may use the name (including the fictitious name) of another domestic or foreign business or nonprofit corporation that is used in this state if the other corporation is incorporated or authorized to do business in
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-33-401
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 4-33-401. This identifies an authority to review, not proof of applicability.