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United States
Arkansas Codes Title 4 - Business and Commercial Law Subtitle 3 - Corporations And Associations Chapter 27 - Business Corporation Act Of 1987

  1. Chapter 27 - Business Corporation Act Of 1987
    1. Subchapter 1 - General Provisions
      1. T - A: Short Title and Reservation of Power
        1. § 4-27-140 - Definitions.
        2. § 4-27-141 - Notice.
        3. § 4-27-142 - Number of shareholders.
    2. Subchapter 2 - Incorporation
      1. § 4-27-201 - Incorporators.
      2. § 4-27-202 - Articles of incorporation.
      3. § 4-27-203 - Incorporation.
      4. § 4-27-204 - Liability for preincorporation transactions.
      5. § 4-27-205 - Organization of corporation.
      6. § 4-27-206 - Bylaws.
      7. § 4-27-207 - Emergency bylaws.
    3. Subchapter 3 - Purposes and Powers
      1. § 4-27-301 - Purposes.
      2. § 4-27-302 - General powers.
      3. § 4-27-303 - Emergency powers.
      4. § 4-27-304 - Ultra vires.
    4. Subchapter 4 - Names
      1. § 4-27-401 - Corporate name.
      2. § 4-27-402 - Reserved name.
      3. § 4-27-403 - Registered name.
      4. § 4-27-404 - Use of fictitious names.
      5. § 4-27-405 - Injunction against use of unlawful name.
      6. § 4-27-406 - Notice to registrant regarding use of corporate, fictitious, or assumed names in violation of trademark.
    5. Subchapter 5 - Office and Agent
      1. § 4-27-501 - -- 4-27-504. [Repealed.]
    6. Subchapter 6 - Shares and Distributions
      1. T - A: Shares
        1. § 4-27-640 - Distributions to shareholders.
    7. Subchapter 7 - Shareholders
      1. T - A: Meetings
        1. § 4-27-740 - Procedure in derivative proceedings.
    8. Subchapter 8 - Directors -- Officers -- Meetings -- Standards of Conduct -- Indemnification
      1. T - A: Board of Directors
        1. § 4-27-840 - Required officers.
        2. § 4-27-841 - Duties of officers.
        3. § 4-27-842 - Standards of conduct for officers.
        4. § 4-27-843 - Resignation and removal of officers.
        5. § 4-27-844 - Contract rights of officers.
        6. § 4-27-845 - -- 4-27-849. [Reserved.]
        7. § 4-27-850 - Indemnification of officers, directors, employees, and agents -- Insurance.
    9. Subchapter 9 - [Reserved.]
    10. Subchapter 10 - Amendment of Articles of Incorporation and Bylaws
      1. T - A: Amendment of Articles of Incorporation
        1. § 4-27-1020 - Amendment of the bylaws by board of directors or shareholders.
        2. § 4-27-1021 - Bylaw increasing quorum or voting requirement for shareholders.
        3. § 4-27-1022 - Bylaw increasing quorum or voting requirement for directors.
    11. Subchapter 11 - Conversion and Merger
      1. § 4-27-1101 - Definitions.
      2. § 4-27-1102 - Conversion.
      3. § 4-27-1103 - Action on plan of conversion by converting corporation.
      4. § 4-27-1104 - Filings required for conversion -- Effective date.
      5. § 4-27-1105 - Effect of conversion.
      6. § 4-27-1106 - Merger.
      7. § 4-27-1107 - Action on plan of merger by constituent corporation.
      8. § 4-27-1108 - Merger of subsidiary.
      9. § 4-27-1109 - Filings required for merger -- Effective date.
      10. § 4-27-1110 - Effect of merger.
      11. § 4-27-1111 - Chapter not exclusive.
    12. Subchapter 12 - Sale of Assets
      1. § 4-27-1201 - Sale of assets in regular course of business and mortgage of assets.
      2. § 4-27-1202 - Sale of assets other than in regular course of business.
    13. Subchapter 13 - Dissenters' Rights
      1. T - A: Right to Dissent and Obtain Payment for Shares
        1. § 4-27-1330 - Court action.
        2. § 4-27-1331 - Court costs and counsel fees.
    14. Subchapter 14 - Dissolution
      1. T - A: Voluntary Dissolution
        1. § 4-27-1440 - Deposit with Treasurer of State.
    15. Subchapter 15 - Foreign Corporations
      1. T - A: Certificate of Authority
        1. § 4-27-1530 - Grounds for revocation.
        2. § 4-27-1531 - Procedure for and effect of revocation.
        3. § 4-27-1532 - Appeal from revocation.
    16. Subchapter 16 - Records and Reports
      1. T - A: Records
        1. § 4-27-1620 - Financial statements for shareholders.
        2. § 4-27-1621 - Other reports to shareholders.
        3. § 4-27-1622 - Annual franchise tax report for Secretary of State.
    17. Subchapter 17 - Transition Provisions
      1. § 4-27-1701 - Application to existing domestic corporations.
      2. § 4-27-1702 - Application to qualified foreign corporations.
      3. § 4-27-1703 - Saving provisions.
      4. § 4-27-1704 - Severability.
      5. § 4-27-1705 - Fees.
      6. § 4-27-1706 - Effective date.
    18. Subchapter 18 - Share Exchange
      1. § 4-27-1801 - Share exchange.
      2. § 4-27-1802 - Action on plan of share exchange.
      3. § 4-27-1803 - Articles of share exchange.
      4. § 4-27-1804 - Effect of share exchange.

Arkansas Codes
Title 4 - Business and Commercial Law
Subtitle 3 - Corporations And Associations
Chapter 27 - Business Corporation Act Of 1987

Subchapter 1 - General Provisions

T - A: Short Title and Reservation of Power

§ 4-27-140 - Definitions.

4-27-140. Definitions.

In this chapter:

(1) "Articles of incorporation" include amended and restated articles of incorporation and articles of merger.

(2) "Authorized shares" means the shares of all classes a domestic or foreign corporation is authorized to issue.

(3) "Conspicuous" means so written that a reasonable person against whom the writing is to operate should have noticed it. For example, printing in italics or boldface or contrasting color, or typing in capitals or underlined, is conspicuous.

(4) "Corporation" or "domestic corporation" means a corporation for profit, which is not a foreign corporation, incorporated under or subject to the provisions of this chapter.

(5) "Deliver" includes mail.

(6) "Distribution" means a direct or indirect transfer of money or other property (except its own shares) or incurrence of indebtedness by a corporation to or for the benefit of its shareholders in respect of any of its shares. A distribution may be in the form of a declaration or payment of a dividend; a purchase, redemption, or other acquisition of shares; a distribution of indebtedness; or otherwise.

(7) "Effective date of notice" is defined in 4-27-141.

(8) "Employee" includes an officer but not a director. A director may accept duties that make him also an employee.

(9) "Entity" includes corporation and foreign corporation; not-for-profit corporation; profit and not-for-profit unincorporated association; business trust, estate, partnership, trust, and two (2) or more persons having a joint or common economic interest; and state, United States, and foreign government.

(10) "Foreign corporation" means a corporation for profit incorporated under a law other than the law of this state.

(11) "Governmental subdivision" includes authority, county, district, and municipality.

(12) "Includes" denotes a partial definition.

(13) "Individual" includes the estate of an incompetent or deceased individual.

(14) "Means" denotes an exhaustive definition.

(15) "Notice" is defined in 4-27-141.

(16) "Person" includes individual and entity.

(17) "Principal office" means the office (in or out of this state) so designated in the annual franchise tax report where the principal executive offices of a domestic or foreign corporation are located.

(18) "Proceeding" includes civil suit and criminal, administrative, and investigatory action.

(19) "Record date" means the date established under 4-27-601 et seq. or 4-27-701 et seq. on which a corporation determines the identity of its shareholders and their shareholdings for purposes of this chapter. The determinations shall be made as of the close of business on the record date unless another time for doing so is specified when the record date is fixed.

(20) "Secretary" means the corporate officer to whom the board of directors has delegated responsibility under 4-27-840(c) for custody of the minutes of the meetings of the board of directors and of the shareholders and for authenticating records of the corporation.

(21) "Shareholder" means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation.

(22) "Shares" means the units into which the proprietary interests in a corporation are divided.

(23) "State", when referring to a part of the United States, includes a state and commonwealth (and their agencies and governmental subdivisions) and a territory and insular possession (and their agencies and governmental subdivisions) of the United States.

(24) "Subscriber" means a person who subscribes for shares in a corporation, whether before or after incorporation.

(25) "United States" includes district, authority, bureau, commission, department, and any other agency of the United States.

(26) "Voting group" means all shares of one (1) or more classes or series that under the articles of incorporation or this chapter are entitled to vote and be counted together collectively on a matter at a meeting of shareholders. All shares entitled by the articles of incorporation or this chapter to vote generally on the matter are for that purpose a single voting group.

(27) "Investment company" means any corporation registered with the United States Securities and Exchange Commission as an investment company under the Investment Company Act of 1940.

§ 4-27-141 - Notice.

4-27-141. Notice.

(a) Notice under this chapter must be in writing unless oral notice is reasonable under the circumstances.

(b) Notice may be communicated in person; by telephone, telegraph, teletype, or other form of wire or wireless communication; or by mail or private carrier. If these forms of personal notice are impracticable, notice may be communicated by a newspaper of general circulation in the area where published; or by radio, television, or other form of public broadcast communication.

(c) Written notice by a domestic or foreign corporation to its shareholder, if in a comprehensible form, is effective when mailed, if mailed postpaid and correctly addressed to the shareholder's address shown in the corporation's current record of shareholders.

(d) Written notice to a domestic or foreign corporation (authorized to transact business in this state) may be addressed to its registered agent or to the corporation or its secretary at its principal office shown in its most recent annual franchise tax report or, in the case of a foreign corporation that has not yet delivered an annual franchise tax report, in its application for a certificate of authority.

(e) Except as provided in subsection (c) of this section, written notice, if in a comprehensible form, is effective at the earliest of the following:

(1) when received;

(2) five (5) days after its deposit in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed;

(3) on the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee.

(f) Oral notice is effective when communicated if communicated in a comprehensible manner.

(g) If this chapter prescribes notice requirements for particular circumstances, those requirements govern. If articles of incorporation or bylaws prescribe notice requirements, not inconsistent with the section or other provisions of this chapter, those requirements govern.

§ 4-27-142 - Number of shareholders.

4-27-142. Number of shareholders.

(a) For purposes of this chapter, the following identified as a shareholder in a corporation's current record of shareholders constitutes one (1) shareholder:

(1) three (3) or fewer coowners;

(2) a corporation, partnership, trust, estate, or other entity;

(3) the trustees, guardians, custodians, or other fiduciaries of a single trust, estate, or account.

(b) For purposes of this chapter, shareholdings registered in substantially similar names constitute one (1) shareholder if it is reasonable to believe that the names represent the same person.

Subchapter 2 - Incorporation

§ 4-27-201 - Incorporators.

4-27-201. Incorporators.

One (1) or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the Secretary of State for filing.

§ 4-27-202 - Articles of incorporation.

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.

§ 4-27-203 - Incorporation.

4-27-203. Incorporation.

(a) Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are filed.

(b) The Secretary of State's filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation.

§ 4-27-204 - Liability for preincorporation transactions.

4-27-204. Liability for preincorporation transactions.

All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under this chapter, are jointly and severally liable for all liabilities created while so acting.

§ 4-27-205 - Organization of corporation.

4-27-205. Organization of corporation.

(a) After incorporation:

(1) if initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting;

(2) if initial directors are not named in the articles, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators:

(i) to elect directors and complete the organization of the corporation; or

(ii) to elect a board of directors who shall complete the organization of the corporation.

(b) Action required or permitted by this chapter to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one (1) or more written consents describing the action taken and signed by each incorporator.

(c) An organizational meeting may be held in or out of this state.

§ 4-27-206 - Bylaws.

4-27-206. Bylaws.

(a) The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation.

(b) The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the articles of incorporation.

§ 4-27-207 - Emergency bylaws.

4-27-207. Emergency bylaws.

(a) Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency defined in subsection (d) of this section. The emergency bylaws, which are subject to amendment or repeal by the shareholders, may make all provisions necessary for managing the corporation during the emergency, including:

(1) procedures for calling a meeting of the board of directors;

(2) quorum requirements for the meeting; and

(3) designation of additional or substitute directors.

(b) All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.

(c) Corporate action taken in good faith in accordance with the emergency bylaws:

(1) binds the corporation; and

(2) may not be used to impose liability on a corporate director, officer, employee, or agent.

(d) An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event.

Subchapter 3 - Purposes and Powers

§ 4-27-301 - Purposes.

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.

§ 4-27-302 - General powers.

4-27-302. General powers.

Unless its articles of incorporation provide otherwise, every corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, including without limitation, power:

(1) to sue and be sued, complain and defend in its corporate name;

(2) to have a corporate seal, which may be altered at will, and to use it, or a facsimile of it, by impressing or affixing it or in any other manner reproducing it;

(3) to make and amend bylaws, not inconsistent with its articles of incorporation or with the laws of this state, for managing the business and regulating the affairs of the corporation;

(4) to purchase, receive, lease, or otherwise acquire, and own, hold, improve, use, and otherwise deal with, real or personal property, or any legal or equitable interest in property, wherever located;

(5) to sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part of its property;

(6) to purchase, receive, subscribe for, or otherwise acquire; own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of; and deal in and with shares or other interests in, or obligations of, any other entity;

(7) to make contracts and guarantees, incur liabilities, borrow money, issue its notes, bonds, and other obligations (which may be convertible into or include the option to purchase other securities of the corporation), and secure any of its obligations by mortgage or pledge of any of its property, franchises, or income;

(8) to lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment;

(9) to be a promoter, partner, member, associate, or manager of any partnership, joint venture, trust, or other entity;

(10) to conduct its business, locate offices, and exercise the powers granted by this chapter within or without this state;

(11) to elect directors and appoint officers, employees, and agents of the corporation, define their duties, fix their compensation, and lend them money and credit;

(12) to pay pensions and establish pension plans, pension trusts, profit sharing plans, share bonus plans, share option plans, and benefit or incentive plans for any or all of its current or former directors, officers, employees, and agents;

(13) to make donations for the public welfare or for charitable, scientific, or educational purposes;

(14) to transact any lawful business that will aid governmental policy;

(15) to make payments or donations, or do any other act, not inconsistent with law, that furthers the business and affairs of the corporation.

§ 4-27-303 - Emergency powers.

4-27-303. Emergency powers.

(a) In anticipation of or during an emergency defined in subsection (d) of this section, the board of directors of a corporation may:

(1) modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and

(2) relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so.

(b) During an emergency defined in subsection (d) of this section, unless emergency bylaws provide otherwise:

(1) notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner, including by publication and radio; and

(2) one (1) or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.

(c) Corporate action taken in good faith during an emergency under this section to further the ordinary affairs of the corporation:

(1) binds the corporation; and

(2) may not be used to impose liability on a corporate director, officer, employee, or agent.

(d) An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event.

§ 4-27-304 - Ultra vires.

4-27-304. Ultra vires.

(a) Except as provided in subsection (b) of this section, the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act.

(b) A corporation's power to act may be challenged:

(1) in a proceeding by a shareholder against the corporation to enjoin the act;

(2) in a proceeding by the corporation, directly, derivatively, or through a receiver, trustee, or other legal representative, against an incumbent or former director, officer, employee, or agent of the corporation; or

(3) in a proceeding by the Attorney General under 4-27-1430.

(c) In a shareholder's proceeding under subsection (b)(1) of this section to enjoin an unauthorized corporate act, the court may enjoin or set aside the act, if equitable and if all affected persons are parties in the proceeding, and may award damages for loss (other than anticipated profits) suffered by the corporation or another party because of enjoining the unauthorized act.

Subchapter 4 - Names

§ 4-27-401 - Corporate name.

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 state.

(d) A corporation may use the name of another domestic or foreign corporation that is used in this state if the corporation is incorporated or authorized to transact business in this state and the proposed user corporation:

(1) has merged with the other corporation;

(2) has been formed by reorganization of the other corporation; or

(3) has acquired all or substantially all of the assets, including the corporate name, of the other corporation.

§ 4-27-402 - Reserved name.

4-27-402. Reserved name.

(a) A person may reserve the exclusive use of a corporate name by delivering an application to the Secretary of State for filing. The application must set forth the name and address of the applicant and the name proposed to be reserved. If the Secretary of State finds that the corporate name applied for is available, he shall reserve the name for the applicant's exclusive use for a nonrenewable one hundred twenty-day period.

(b) The owner of a reserved corporate name may transfer the reservation to another person by delivering to the Secretary of State a signed notice of the transfer that states the name and address of the transferee.

§ 4-27-403 - Registered name.

4-27-403. Registered name.

(a) A foreign corporation may register its corporate name, or its corporate name with any addition required by 4-27-1506, if the name is distinguishable upon the records of the Secretary of State from the corporate names that are not available under 4-27-401(b)(3).

(b) A foreign corporation registers its corporate name, or its corporate name with any addition required by 4-27-1506, by delivering it to the Secretary of State for filing an application:

(1) Setting forth its corporate name, or its corporate name with any addition required by 4-27-1506, the state or country and date of its incorporation, and a brief description of the nature of the business in which it is engaged; and

(2) Accompanied by a certificate of existence (or a document of similar import) from the state or country of incorporation.

(c) The name is registered for the applicant's exclusive use upon the effective date of the application.

(d) A foreign corporation whose registration is effective may renew it for successive years by delivering to the Secretary of State for filing a renewal application, which complies with the requirements of subsection (b) of this section, between October 1 and December 31 of the preceding year. The renewal application when filed renews the registration for the following calendar year.

(e) A foreign corporation whose registration is effective may thereafter qualify as a foreign corporation under the registered name or consent in writing to the use of that name by a corporation thereafter incorporated under this chapter or by another foreign corporation thereafter authorized to transact business in this state. The registration terminates when the domestic corporation is incorporated or the foreign corporation qualifies or consents to the qualification of another foreign corporation under the registered name.

§ 4-27-404 - Use of fictitious names.

4-27-404. Use of fictitious names.

(a) No corporation (domestic or foreign) shall conduct any business in this state under a fictitious name unless it first files with the Secretary of State, and, in case of a domestic corporation, with the county clerk of the county in which the corporation's registered office is located (unless it is located in Pulaski County), a form supplied or approved by the Secretary of State giving the following information:

(1) The fictitious name under which business is being or will be conducted by the applicant corporation;

(2) A brief statement of the character of business to be conducted under the fictitious name;

(3) The corporate name, state of incorporation, and location (giving city and street address) of the registered office in the state of the applicant corporation.

(b) Each such form shall be executed (without verification) in duplicate and filed with the Secretary of State. The Secretary of State shall retain one (1) counterpart; and the other counterpart, bearing the file marks of the Secretary of State, shall be returned to the corporation and, unless its registered office is in Pulaski County, filed by it with the county clerk. An index of such filings shall be maintained in each office. However, the Secretary of State shall not accept such filing unless the proposed fictitious name is distinguishable upon the records of the Secretary of State from the name of any domestic corporation, or any foreign corporation authorized to do business in the state or any name reserved or registered under 4-27-402 and 4-27-403.

(c) Copies of such filed forms, certified by the respective filing officers, shall be admitted in evidence where the question of filing may be material.

(d) If, after a filing hereunder, the applicant corporation is dissolved, or (being a foreign corporation) surrenders or forfeits its rights to do business in Arkansas or (whether a domestic or foreign corporation) ceases to do business in Arkansas under the specified fictitious name, such corporation shall be obligated to file in each of the offices aforesaid a cancellation of its privilege hereunder. If such cancellation is not filed, the Secretary of State, upon satisfactory evidence, may cancel such privilege; in which event such cancellation shall be certified by the Secretary of State to the county clerk, who will file the same without fee.

(e) If a corporation which has not filed hereunder has heretofore or shall hereafter become a party to any contract, deed, conveyance, assignment or instrument of encumbrance in which such corporation is referred to exclusively by a fictitious name, the obligations imposed upon such corporation under said instrument and the right sought to be conferred upon third parties thereunder may be enforced against it; but the rights accruing to such corporation under said instrument may not be enforced by the corporation in the courts of this state until it complies with this section and pays to the Treasurer of State a civil penalty of three hundred dollars ($300); and in any suit by a corporation upon an instrument executed on or after midnight, December 31, 1987, which identifies it exclusively by a fictitious name, the corporation shall be required to allege compliance with this section.

(f) Compliance with this section does not give a corporation an exclusive right to the use of the fictitious name; and the registration of a fictitious name hereunder will not bar the use of the same name as the corporate name of any domestic corporation or any foreign corporation authorized to do business in this state. But this chapter is not intended to bar any aggrieved party, in such a situation, from applying for equitable relief under principles of fair trade law.

§ 4-27-405 - Injunction against use of unlawful name.

4-27-405. Injunction against use of unlawful name.

Where the use, reservation, or registration of a corporate name is in violation of this chapter, it may by court decree be cancelled or enjoined, on the suit of the Attorney General or of any person or corporation injured by such unlawful use, reservation, or registration, notwithstanding the fact that such use, reservation, or registration has been approved by the Secretary of State.

§ 4-27-406 - Notice to registrant regarding use of corporate, fictitious, or assumed names in violation of trademark.

4-27-406. Notice to registrant regarding use of corporate, fictitious, or assumed names in violation of trademark.

(a) Neither the reservation of any proposed name, nor the acceptance of the filing of any articles of incorporation, nor the registration of any foreign corporation's name, nor the registration of an assumed or fictitious name shall authorize the use of the corporate name, assumed name, or fictitious name in violation of any rights of another arising under the trademark laws of the United States, this state, or the common law or provide a defense to an action for violation of any such rights.

(b) Upon reserving any proposed corporate name, or upon accepting the filing of any articles of incorporation, or upon registering for any foreign corporation's name, or upon registering any assumed or fictitious name, the Secretary of State shall issue the following notice to the registrant (selecting the appropriate name from each bracket):

"The Secretary of State of Arkansas has [reserved your proposed corporate name; accepted the filing of your articles of incorporation; registered your corporate name; recorded your assumed or fictitious name]. However, this does not necessarily give you the right to use your [proposed corporate name; corporate name; assumed or fictitious name] in this state if the use violates someone else's trade name, trademark, or service mark rights under the trademark laws of the United States, this state, or the common law. Prior to your use of the name, you are encouraged to research the names and marks of other parties used or registered in this state, or registered in the United States Patent and Trademark Office, or consult an attorney to determine the existence of any conflicting rights."

Subchapter 5 - Office and Agent

§ 4-27-501 - -- 4-27-504. [Repealed.]

4-27-501 -- 4-27-504. [Repealed.]

Subchapter 6 - Shares and Distributions

T - A: Shares

§ 4-27-640 - Distributions to shareholders.

4-27-640. Distributions to shareholders.

(a) A board of directors may authorize and the corporation may make distributions to its shareholders subject to restriction by the articles of incorporation and the limitation in subsection (c) of this section.

(b) If the board of directors does not fix the record date for determining shareholders entitled to a distribution (other than one involving a repurchase or reacquisition of shares), it is the date the board of directors authorizes the distribution.

(c) No distribution may be made if, after giving it effect:

(1) The corporation would not be able to pay its debts as they become due in the usual course of business; or

(2) The corporation's total assets would be less than the sum of its total liabilities plus (unless the articles of incorporation permit otherwise) the amount that would be needed, if the corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the distribution.

(d) The board of directors may base a determination that a distribution is not prohibited under subsection (c) of this section either on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other method that is reasonable in the circumstances.

(e) The effect of a distribution under subsection (c) of this section is measured:

(1) in the case of distribution by purchase, redemption, or other acquisition of the corporation's shares, as of the earlier of (i) the date money or other property is transferred or debt incurred by the corporation or (ii) the date the shareholder ceases to be a shareholder with respect to the acquired shares;

(2) in the case of any other distribution of indebtedness, as of the date the indebtedness is distributed; and

(3) in all other cases, as of (i) the date the distribution is authorized if the payment occurs within one hundred twenty (120) days after the date of authorization or (ii) the date the payment is made if it occurs more than one hundred twenty (120) days after the date of authorization.

(f) A corporation's indebtedness to a shareholder incurred by reason of a distribution made in accordance with this section is at parity with the corporation's indebtedness to its general, unsecured creditors except to the extent subordinated by agreement.

(g) If the articles of incorporation or bylaws of an investment company so provide, the board of directors may delegate to a committee of the board of directors, or to the officers of the corporation, the authority to determine the amount of, to declare, and to distribute dividends in accordance with the policies adopted by the board of directors.

Subchapter 7 - Shareholders

T - A: Meetings

§ 4-27-740 - Procedure in derivative proceedings.

4-27-740. Procedure in derivative proceedings.

(a) A person may not commence a proceeding in the right of a domestic or foreign corporation unless he was a shareholder of the corporation when the transaction complained of occurred or unless he became a shareholder through transfer by operation of law from one who was a shareholder at that time.

(b) A complaint in a proceeding brought in the right of a corporation must be verified and allege with particularity the demand made, if any, to obtain action by the board of directors and either that the demand was refused or ignored or why he did not make the demand. Whether or not a demand for action was made, if the corporation commences an investigation of the changes made in the demand or complaint, the court may stay any proceeding until the investigation is completed.

(c) A proceeding commenced under this section may not be discontinued or settled without the court's approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interest of the corporation's shareholders or a class of shareholders, the court shall direct that notice be given the shareholders affected.

(d) On termination of the proceeding the court may require the plaintiff to pay any defendant's reasonable expenses (including counsel fees) incurred in defending the proceeding if it finds that the proceeding was commenced without reasonable cause.

(e) For purposes of this section, "shareholder" includes a beneficial owner whose shares are held in a voting trust or held by a nominee on his behalf.

Subchapter 8 - Directors -- Officers -- Meetings -- Standards of Conduct -- Indemnification

T - A: Board of Directors

§ 4-27-840 - Required officers.

4-27-840. Required officers.

(a) A corporation has the officers described in its bylaws or appointed by the board of directors in accordance with the bylaws.

(b) A duly appointed officer may appoint one (1) or more officers or assistant officers if authorized by the bylaws or the board of directors.

(c) The bylaws or the board of directors shall delegate to one (1) of the officers responsibility for preparing minutes of the directors' and shareholders' meetings and for authenticating records of the corporation.

(d) The same individual may simultaneously hold more than one (1) office in a corporation.

§ 4-27-841 - Duties of officers.

4-27-841. Duties of officers.

Each officer has the authority and shall perform the duties set forth in the bylaws or, to the extent consistent with the bylaws, the duties prescribed by the board of directors or by direction of an officer authorized by the board of directors to prescribe the duties of other officers.

§ 4-27-842 - Standards of conduct for officers.

4-27-842. Standards of conduct for officers.

(a) An officer with discretionary authority shall discharge his duties under that authority:

(1) in good faith;

(2) with the care an ordinarily prudent person in a like position would exercise under similar circumstances; and

(3) in a manner he reasonably believes to be in the best interests of the corporation.

(b) In discharging his duties an officer is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:

(1) one (1) or more officers or employees of the corporation whom the officer reasonably believes to be reliable and competent in the matters presented; or

(2) legal counsel, public accountants, or other persons as to matters the officer reasonably believes are within the person's professional or expert competence.

(c) An officer is not acting in good faith if he has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (b) of this section unwarranted.

(d) An officer is not liable for any action taken as an officer, or any failure to take any action, if he performed the duties of his office in compliance with this section.

§ 4-27-843 - Resignation and removal of officers.

4-27-843. Resignation and removal of officers.

(a) An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective date. If a resignation is made effective at a later date and the corporation accepts the future effective date, its board of directors may fill the pending vacancy before the effective date if the board of directors provides that the successor does not take office until the effective date.

(b) A board of directors may remove any officer at any time with or without cause.

§ 4-27-844 - Contract rights of officers.

4-27-844. Contract rights of officers.

(a) The appointment of an officer does not itself create contract rights.

(b) An officer's removal does not affect the officer's contract rights, if any, with the corporation. An officer's resignation does not affect the corporation's contract rights, if any, with the officer.

§ 4-27-845 - -- 4-27-849. [Reserved.]

4-27-845 -- 4-27-849. [Reserved.]

§ 4-27-850 - Indemnification of officers, directors, employees, and agents -- Insurance.

4-27-850. Indemnification of officers, directors, employees, and agents -- Insurance.

(a) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee, or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

(b) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the court of chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court of chancery or such other court shall deem proper.

(c) To the extent that a director, officer, employee, or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in subsections (a) and (b) of this section, or in defense of any claim, issue, or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith.

(d) Any indemnification under subsections (a) and (b) of this section (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee, or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in subsections (a) and (b) of this section. Such determination shall be made:

(1) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit, or proceeding; or

(2) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion; or

(3) by the stockholders.

(e) Expenses incurred by an officer or director in defending a civil or criminal action, suit, or proceeding may be paid by the corporation in advance of the final disposition of such action, suit, or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation as authorized in this section. Such expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the board of directors deems appropriate.

(f) The indemnification and advancement of expenses provided by or granted pursuant to the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office.

(g) A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this section.

(h) For purposes of this section, references to "the corporation" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee, or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, shall stand in the same position under the provisions of this section with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued.

(i) For purposes of this section, references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to "serving at the request of the corporation" shall include any service as a director, officer, employee, or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the corporation" as referred to in this section.

(j) The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors and administrators of such person.

Subchapter 9 - [Reserved.]

Subchapter 10 - Amendment of Articles of Incorporation and Bylaws

T - A: Amendment of Articles of Incorporation

§ 4-27-1020 - Amendment of the bylaws by board of directors or shareholders.

4-27-1020. Amendment of the bylaws by board of directors or shareholders.

(a) A corporation's board of directors may amend or repeal the corporation's bylaws unless:

(1) the articles of incorporation or this chapter reserve this power exclusively to the shareholders in whole or part; or

(2) the shareholders in amending or repealing a particular bylaw provide expressly that the board of directors may not amend or repeal that bylaw.

(b) A corporation's shareholders may amend or repeal the corporation's bylaws even though the bylaws may also be amended or repealed by its board of directors.

§ 4-27-1021 - Bylaw increasing quorum or voting requirement for shareholders.

4-27-1021. Bylaw increasing quorum or voting requirement for shareholders.

(a) If authorized by the articles of incorporation, the shareholders may adopt or amend a bylaw that fixes a greater quorum or voting requirement for shareholders (or voting groups of shareholders) than is required by this chapter. The adoption or amendment of a bylaw that adds, changes, or deletes a greater quorum or voting requirement for shareholders must meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater.

(b) A bylaw that fixes a greater quorum or voting requirement for shareholders under subsection (a) of this section may not be adopted, amended, or repealed by the board of directors.

§ 4-27-1022 - Bylaw increasing quorum or voting requirement for directors.

4-27-1022. Bylaw increasing quorum or voting requirement for directors.

(a) A bylaw that fixes a greater quorum or voting requirement for the board of directors may be amended or repealed:

(1) if originally adopted by the shareholders, only by the shareholders;

(2) if originally adopted by the board of directors, either by the shareholders or by the board of directors.

(b) A bylaw adopted or amended by the shareholders that fixes a greater quorum or voting requirement for the board of directors may provide that it may be amended or repealed only by a specified vote of either the shareholders or the board of directors.

(c) Action by the board of directors under subdivision (a)(2) of this section to adopt or amend a bylaw that changes the quorum or voting requirement for the board of directors must meet the same quorum requirement and be adopted by the same vote required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater.

Subchapter 11 - Conversion and Merger

§ 4-27-1101 - Definitions.

4-27-1101. Definitions.

In this subchapter:

(1) "Constituent corporation" means a constituent organization that is a corporation;

(2) "Constituent organization" means an organization that is party to a merger;

(3) "Converted organization" means the organization into which a converting organization converts pursuant to 4-27-1102 through 4-27-1105;

(4) "Converting corporation" means a converting organization that is a corporation;

(5) "Converting organization" means an organization that converts into another organization pursuant to 4-27-1102;

(6) "Governing statute" of an organization means the statute that governs the organization's internal affairs;

(7) "In a record" means maintained or kept on file by the organization at an office of the organization or with the Secretary of State;

(8) (A) "Organization" means:

(i) A partnership, including a limited liability partnership;

(ii) A limited partnership, including a limited liability limited partnership;

(iii) A limited liability company;

(iv) A business trust;

(v) A corporation; or

(vi) Any other entity that has a governing statute.

(B) "Organization" includes a domestic or foreign organization whether or not the organization is organized for profit;

(9) "Organizational documents" means:

(A) For a domestic or foreign general partnership, its partnership agreement and, if applicable, statement of qualification;

(B) For a domestic or foreign limited partnership, its certificate of limited partnership and partnership agreement;

(C) For a domestic or foreign limited liability company, its articles of organization and operating agreement, or the comparable records provided for in its governing statute;

(D) For a business trust, its agreement of trust and declaration of trust;

(E) For a domestic or foreign corporation for profit, its articles of incorporation, bylaws, and other agreements among its shareholders which are authorized by its governing statute, or the comparable records provided for in its governing statute; and

(F) For any other organization, the records that:

(i) Create the organization;

(ii) Determine the internal governance of the organization; and

(iii) Determine the relations among the organization's owners, members, and interested parties; and

(10) "Surviving organization" means an organization into which one (1) or more other organizations are merged.

§ 4-27-1102 - Conversion.

4-27-1102. Conversion.

(a) An organization other than a corporation may convert to a corporation, and a corporation may convert to another organization under this section and 4-27-1103 through 4-27-1105 and a plan of conversion, if the:

(1) Other organization's governing statute authorizes the conversion and is complied with; and

(2) Conversion is not prohibited by the law of the jurisdiction that enacted the governing statute.

(b) A plan of conversion must be in a record and must include the:

(1) Name and form of the organization before conversion;

(2) Name and form of the organization after conversion;

(3) Terms and conditions of the conversion, including the manner and basis for converting interests in the converting organization into any combination of money, interests in the converted organization, and other consideration; and

(4) Organizational documents of the converted organization.

§ 4-27-1103 - Action on plan of conversion by converting corporation.

4-27-1103. Action on plan of conversion by converting corporation.

(a) A plan of conversion may be approved if the:

(1) Board of directors recommends the plan of conversion to the shareholders, unless the board of directors:

(A) Determines that because of a conflict of interest or other special circumstances it should make no recommendation; and

(B) Communicates the basis for its determination at the time the plan of conversion is submitted to the shareholders; and

(2) Shareholders entitled to vote approve the plan.

(b) The board of directors may condition its submission of the proposed conversion on any basis.

(c) (1) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with 4-27-705.

(2) The notice shall:

(A) State that a purpose of the meeting is to consider the plan of conversion; and

(B) Contain or be accompanied by a copy or summary of the plan.

(d) Unless this chapter, the articles of incorporation, or the board of directors acting under subsection (b) of this section require a greater vote or a vote by voting groups, the plan of conversion to be authorized must be approved by each voting group entitled to vote separately on the plan by a majority of all the votes entitled to be cast on the plan by the voting group.

(e) Subject to any contractual rights, until a conversion is filed under 4-27-1104, a converting corporation may amend the plan or abandon the planned conversion:

(1) As provided in the plan; and

(2) Except as prohibited by the plan, by the same consent required to approve the plan.

§ 4-27-1104 - Filings required for conversion -- Effective date.

4-27-1104. Filings required for conversion -- Effective date.

(a) (1) After a plan of conversion is approved a converting corporation shall file articles of conversion with the Secretary of State.

(2) The articles of conversion shall include:

(A) A statement that the corporation has been converted into another organization;

(B) The name and form of the organization and the jurisdiction of its governing statute;

(C) The date the conversion is effective under the governing statute of the converted organization;

(D) A statement that the conversion was approved as required by this chapter;

(E) A statement that the conversion was approved as required by the governing statute of the converted organization;

(F) A statement confirming that the converted organization has filed a statement appointing an agent for service of process under 4-20-112 if the converted organization is a foreign organization not authorized to transact business in this state; and

(G) (i) A copy of the plan of conversion; or

(ii) A statement that:

(a) Contains the address of an office of the organization where the plan of conversion is on file; and

(b) A copy of the plan of conversion will be furnished by the converting corporation on request and without cost to any shareholder of the converting corporation.

(b) (1) If the converting organization is not a converting corporation, the converting organization shall file articles of incorporation with the Secretary of State.

(2) The articles of incorporation shall include, in addition to the information required by 4-27-202:

(A) A statement that the corporation was converted from another organization;

(B) The name and form of the organization and the jurisdiction of its governing statute; and

(C) A statement that the conversion was approved in a manner that complied with the organization's governing statute.

(c) A conversion becomes effective:

(1) If the converted organization is a corporation, when the articles of incorporation take effect; and

(2) If the converted organization is not a corporation, as provided by the governing statute of the converted organization.

§ 4-27-1105 - Effect of conversion.

4-27-1105. Effect of conversion.

(a) An organization that has been converted under this subchapter is for all purposes the same entity that existed before the conversion.

(b) When a conversion takes effect:

(1) All property owned by the converting organization remains vested in the converted organization;

(2) All debts, liabilities, and other obligations of the converting organization continue as obligations of the converted organization;

(3) An action or proceeding pending by or against the converting organization may be continued as if the conversion had not occurred;

(4) Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of the converting organization remain vested in the converted organization;

(5) Except as otherwise provided in the plan of conversion, the terms and conditions of the plan of conversion take effect; and

(6) Except as otherwise agreed, the conversion does not dissolve a converting corporation under 4-27-1401 et seq.

(c) (1) A converted organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any obligation owed by the converting corporation, if before the conversion the converting corporation was subject to suit in this state on the obligation.

(2) A converted organization that is a foreign organization and not authorized to transact business in this state may be served with process under 4-20-113 if the converted organization:

(A) Fails to appoint an agent for service of process under 4-20-112;

(B) No longer has an agent for service of process; or

(C) Has an agent for service of process that cannot with reasonable diligence be served.

§ 4-27-1106 - Merger.

4-27-1106. Merger.

(a) A corporation may merge with one (1) or more other constituent organizations under this section and 4-27-1107 through 4-27-1110 and a plan of merger if:

(1) The governing statute of each of the other organizations authorizes the merger;

(2) The merger is not prohibited by the law of a jurisdiction that enacted any of the governing statutes; and

(3) Each of the other organizations complies with its governing statute in effecting the merger.

(b) A plan of merger shall be in a record and shall include:

(1) The name and form of each constituent organization;

(2) The name and form of the surviving organization;

(3) The terms and conditions of the merger, including the manner and basis for converting the interests in each constituent organization into any combination of money, interests in the surviving organization, and other consideration; and

(4) Any amendments to be made by the merger to the surviving organization's organizational documents.

§ 4-27-1107 - Action on plan of merger by constituent corporation.

4-27-1107. Action on plan of merger by constituent corporation.

(a) Except as provided in subsection (g) of this section and after adopting a plan of merger, the board of directors of each corporation that is a party to the merger shall submit the plan of merger for approval by its shareholders.

(b) A plan of merger may be approved if the:

(1) Board of directors recommends the plan of merger to the shareholders, unless the board of directors:

(A) Determines that because of a conflict of interest or other special circumstances it should make no recommendation; and

(B) Communicates the basis for its determination at the time the plan of merger is submitted to the shareholders; and

(2) Shareholders entitled to vote approve the plan.

(c) The board of directors may condition its submission of the proposed merger on any basis.

(d) (1) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with 4-27-705.

(2) The notice shall:

(A) State that a purpose of the meeting is to consider the plan of merger; and

(B) Contain or be accompanied by a copy or summary of the plan.

(e) Unless this chapter, the articles of incorporation, or the board of directors acting under subsection (c) of this section require a greater vote or a vote by voting groups, the plan of merger to be authorized must be approved by the affirmative vote of the holders of a majority of the outstanding shares entitled to vote, and if by voting group, by each voting group entitled to vote separately on the plan by a majority of all the votes entitled to be cast on the plan by the voting group.

(f) Separate voting by voting groups is required on a plan of merger if the plan contains a provision that, if contained in a proposed amendment to the articles of incorporation, would require action by one (1) or more separate voting groups on the proposed amendment under 4-27-1004.

(g) Action by the shareholders of the surviving corporation on a plan of merger is not required if:

(1) The articles of incorporation of the surviving corporation will not differ except for amendments enumerated in 4-27-1002 from its articles before the merger;

(2) Each shareholder of the surviving corporation whose shares were outstanding immediately before the effective date of the merger will hold the same number of shares or the interest comparable to shares in an entity other than a corporation, with identical designations, preferences, limitations, and relative rights immediately after the merger;

(3) The number of voting shares outstanding immediately after the merger plus the number of voting shares issuable as a result of the merger either by the conversion of securities issued pursuant to the merger or by the exercise of rights and warrants issued pursuant to the merger, will not exceed by more than twenty percent (20%) the total number of voting shares of the surviving corporation outstanding immediately before the merger; and

(4) The number of participating shares outstanding immediately after the merger plus the number of participating shares issuable as a result of the merger either by the conversion of securities issued pursuant to the merger or by the exercise of rights and warrants issued pursuant to the merger, will not exceed by more than twenty percent (20%) the total number of participating shares outstanding immediately before the merger.

(h) As used in subsection (g) of this section:

(1) "Participating shares" means shares that entitle their holders to participate without limitation in distributions; and

(2) "Voting shares" means shares that entitle their holders to vote unconditionally in elections of directors.

(i) Subject to any contractual rights, at any time before articles of merger are filed the planned merger may be abandoned without further shareholder action in accordance with the procedure set forth in the plan of merger or, if none is set forth, in the manner determined by the board of directors.

§ 4-27-1108 - Merger of subsidiary.

4-27-1108. Merger of subsidiary.

(a) A parent corporation owning at least ninety percent (90%) of the outstanding shares of each class of a subsidiary corporation may merge the subsidiary corporation into itself without approval of the shareholders of the parent corporation or subsidiary corporation.

(b) The board of directors of the parent corporation shall adopt a plan of merger that sets forth:

(1) The names of the parent corporation and the subsidiary corporation; and

(2) The manner and basis of converting the shares of the subsidiary corporation into:

(A) Shares, obligations, or other securities of the parent corporation or any other corporation; or

(B) Cash or other property.

(c) The parent corporation shall mail a copy or summary of the plan of merger to each shareholder of the subsidiary who does not waive the mailing requirement in writing.

(d) The parent corporation may not deliver articles of merger to the Secretary of State for filing until at least thirty (30) days after the date the parent corporation mailed a copy of the plan of merger to each shareholder of the subsidiary corporation who did not waive the mailing requirement.

(e) Articles of merger under this section may not contain amendments to the articles of incorporation of the parent corporation except for amendments enumerated in 4-27-1002.

§ 4-27-1109 - Filings required for merger -- Effective date.

4-27-1109. Filings required for merger -- Effective date.

(a) After each constituent organization has approved a merger, articles of merger must be signed by an authorized representative of each constituent organization.

(b) The articles of merger shall include:

(1) The name and form of each constituent organization and the jurisdiction of its governing statute;

(2) The name and form of the surviving organization and the jurisdiction of its governing statute;

(3) The date the merger is effective under the governing statute of the surviving organization;

(4) Any amendments provided for in the plan of merger for the organizational document of the surviving organization;

(5) A statement as to each constituent organization that the merger was approved as required by the organization's governing statute;

(6) A statement confirming that the surviving organization has filed a statement appointing an agent for service of process under 4-20-112 if the surviving organization is a foreign organization not authorized to transact business in this state;

(7) (A) A copy of the plan of merger; or

(B) A statement that:

(i) Contains the address of an office of the surviving organization where the plan of merger is on file; and

(ii) A copy of the plan of merger will be furnished by the surviving organization on request and without cost to any shareholder, member, partner, or other owner of any constituent organization; and

(8) Any additional information required by the governing statute of any constituent organization.

(c) Each constituent organization shall deliver the articles of merger for filing in the office of the Secretary of State.

(d) A merger becomes effective under this subchapter:

(1) If the surviving organization is a corporation, upon the later of:

(A) Compliance with subsection (c) of this section; or

(B) The date specified in the articles of merger; or

(2) If the surviving organization is not a corporation, as provided by the governing statute of the surviving organization.

§ 4-27-1110 - Effect of merger.

4-27-1110. Effect of merger.

(a) When a merger becomes effective:

(1) The surviving organization continues or comes into existence;

(2) Each constituent organization that merges into the surviving organization ceases to exist as a separate entity;

(3) All property owned by each constituent organization that ceases to exist vests in the surviving organization;

(4) All debts, liabilities, and other obligations of each constituent organization that ceases to exist continue as obligations of the surviving organization;

(5) An action or proceeding pending by or against a constituent organization that ceases to exist may continue as if the merger had not occurred;

(6) Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of each constituent organization that ceases to exist vest in the surviving organization;

(7) Except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect;

(8) Except as otherwise agreed, if a constituent corporation ceases to exist, the merger does not dissolve the corporation for the purposes of 4-27-1401 et seq.; and

(9) Any amendments provided for in the articles of merger for the organizational documents of the surviving organization become effective.

(b) (1) A surviving organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any obligation owed by a constituent organization if before the merger the constituent organization was subject to suit in this state on the obligation.

(2) A surviving organization that is a foreign organization and not authorized to transact business in this state may be served with process under 4-20-113 if the surviving organization:

(A) Fails to appoint an agent for service of process under 4-20-112;

(B) No longer has an agent for service of process; or

(C) Has an agent for service of process that cannot with reasonable diligence be served.

§ 4-27-1111 - Chapter not exclusive.

4-27-1111. Chapter not exclusive.

This chapter does not preclude an organization from being converted or merged under other law.

Subchapter 12 - Sale of Assets

§ 4-27-1201 - Sale of assets in regular course of business and mortgage of assets.

4-27-1201. Sale of assets in regular course of business and mortgage of assets.

(a) A corporation may, on the terms and conditions and for the consideration determined by the board of directors:

(1) sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property in the usual and regular course of business;

(2) mortgage, pledge, dedicate to the repayment of indebtedness (whether with or without recourse), or otherwise encumber any or all of its property whether or not in the usual and regular course of business; or

(3) transfer any or all of its property to a corporation all the shares of which are owned by the corporation.

(b) Unless the articles of incorporation or another provision of this chapter so require, approval by the shareholders of a transaction described in subsection (a) of this section is not required.

§ 4-27-1202 - Sale of assets other than in regular course of business.

4-27-1202. Sale of assets other than in regular course of business.

(a) A corporation may sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property (with or without the good will), otherwise than in the usual and regular course of business, on the terms and conditions and for the consideration determined by the corporation's board of directors, if the board of directors proposes and its shareholders approve the proposed transaction.

(b) For a transaction to be authorized:

(1) the board of directors must recommend the proposed transaction to the shareholders unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders with the submission of the proposed transaction; and

(2) the shareholders entitled to vote must approve the transaction.

(c) The board of directors may condition its submission of the proposed transaction on any basis.

(d) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with 4-27-705. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the sale, lease, exchange, or other disposition of all, or substantially all, the property of the corporation and contain or be accompanied by a description of the transaction.

(e) Unless the articles of incorporation or the board of directors (acting pursuant to subsection (c) of this section) require a greater vote or a vote by voting groups, the transaction to be authorized must be approved by a majority of all the votes entitled to be cast on the transaction.

(f) After a sale, lease, exchange, or other disposition of property is authorized, the transaction may be abandoned (subject to any contractual rights) without further shareholder action.

(g) A transaction that constitutes a distribution is governed by 4-27-640 and not by this section.

Subchapter 13 - Dissenters' Rights

T - A: Right to Dissent and Obtain Payment for Shares

§ 4-27-1330 - Court action.

4-27-1330. Court action.

(a) If a demand for payment under 4-27-1328 remains unsettled, the corporation shall commence a proceeding within sixty (60) days after receiving the payment demand and petition the court to determine the fair value of the shares and accrued interest. If the corporation does not commence the proceeding within the sixty-day period, it shall pay each dissenter whose demand remains unsettled the amount demanded.

(b) The corporation shall commence the proceeding in the circuit court of the county where the corporation's principal office is located or the Pulaski County Circuit Court if the corporation does not have a principal office in this state. If the corporation is a foreign corporation, it shall commence the proceeding in the county in this state where the principal office of the domestic corporation merged with or whose shares were acquired by the foreign corporation was located.

(c) The corporation shall make all dissenters (whether or not residents of this state) whose demands remain unsettled parties to the proceeding as in an action against their shares and all parties must be served with a copy of the petition. Nonresidents may be served by registered or certified mail or by publication as provided by law.

(d) The jurisdiction of the court in which the proceeding is commenced under subsection (b) of this section is plenary and exclusive. The court may appoint one (1) or more persons as appraisers to receive evidence and recommend decision on the question of fair value. The appraisers have the powers described in the order appointing them, or in any amendment to it. The dissenters are entitled to the same discovery rights as parties in other civil proceedings.

(e) Each dissenter made a party to the proceeding is entitled to judgment (1) for the amount, if any, by which the court finds the fair value of his shares, plus interest, exceeds the amount paid by the corporation or (2) for the fair value, plus accrued interest, of his after-acquired shares for which the corporation elected to withhold payment under 4-27-1327.

§ 4-27-1331 - Court costs and counsel fees.

4-27-1331. Court costs and counsel fees.

(a) The court in an appraisal proceeding commenced under 4-27-1330 shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the costs against the corporation, except that the court may assess costs against all or some of the dissenters, in amounts the court finds equitable, to the extent the court finds the dissenters acted arbitrarily, vexatiously, or not in good faith in demanding payment under 4-27-1328.

(b) The court may also assess the fees and expenses of counsel and experts for the respective parties, in amounts the court finds equitable:

(1) against the corporation and in favor of any or all dissenters if the court finds the corporation did not substantially comply with the requirements of 4-27-1320 -- 4-27-1328; or

(2) against either the corporation or a dissenter, in favor of any other party, if the court finds that the party against whom the fees and expenses are assessed acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this chapter.

(c) If the court finds that the services of counsel for any dissenter were of substantial benefit to other dissenters similarly situated, and that the fees for those services should not be assessed against the corporation, the court may award to these counsel reasonable fees to be paid out of the amounts awarded the dissenters who were benefited.

Subchapter 14 - Dissolution

T - A: Voluntary Dissolution

§ 4-27-1440 - Deposit with Treasurer of State.

4-27-1440. Deposit with Treasurer of State.

Assets of a dissolved corporation that should be transferred to a creditor, claimant, or shareholder of the corporation who cannot be found or who is not competent to receive them shall be reduced to cash and deposited with the Treasurer of State or other appropriate state official for safekeeping. When the creditor, claimant, or shareholder furnishes satisfactory proof of entitlement to the amount deposited, the Treasurer of State or other appropriate state official shall pay him or his representative that amount.

Subchapter 15 - Foreign Corporations

T - A: Certificate of Authority

§ 4-27-1530 - Grounds for revocation.

4-27-1530. Grounds for revocation.

The Secretary of State may commence a proceeding under 4-27-1531 to revoke the certificate of authority of a foreign corporation authorized to transact business in this state if:

(1) the foreign corporation does not deliver its annual franchise tax report to the Secretary of State within sixty (60) days after it is due;

(2) the foreign corporation does not pay within sixty (60) days after they are due any franchise taxes or penalties imposed by this chapter or other law;

(3) the foreign corporation is without a registered agent in this state for sixty (60) days or more;

(4) the foreign corporation does not file an appropriate notice with the Secretary of State within sixty (60) days of the change or resignation of the foreign corporation's registered agent;

(5) an incorporator, director, officer, or agent of the foreign corporation signed a document he or she knew was false in any material respect with intent that the document be delivered to the Secretary of State for filing;

(6) the Secretary of State receives a duly authenticated certificate from the Secretary of State or other official having custody of corporate records in the state or country under whose law the foreign corporation is incorporated stating that it has been dissolved or disappeared as the result of a merger.

§ 4-27-1531 - Procedure for and effect of revocation.

4-27-1531. Procedure for and effect of revocation.

(a) If the Secretary of State determines that one (1) or more grounds exist under 4-27-1530 for revocation of a certificate of authority, he shall serve the foreign corporation with written notice of his determination under 4-27-1510.

(b) If the foreign corporation does not correct each ground for revocation 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 under 4-27-1510, the Secretary of State may revoke the foreign corporation's certificate of authority by signing a certificate of revocation that recites the ground or grounds for revocation and its effective date. The Secretary of State shall file the original of the certificate and serve a copy on the foreign corporation under 4-27-1510.

(c) The authority of a foreign corporation to transact business in this state ceases on the date shown on the certificate revoking its certificate of authority.

(d) The Secretary of State's revocation of a foreign corporation's certificate of authority appoints the Secretary of State the foreign corporation's agent for service of process in any proceeding based on a cause of action which arose during the time the foreign corporation was authorized to transact business in this state. Service of process on the Secretary of State under this subsection is service on the foreign corporation. Upon receipt of process, the Secretary of State shall mail a copy of the process to the secretary of the foreign corporation at its principal office shown in its most recent annual franchise tax report or in any subsequent communication received from the corporation stating the current mailing address of its principal office, or, if none are on file, in its application for a certificate of authority.

(e) Revocation of a foreign corporation's certificate of authority does not terminate the authority of the registered agent of the corporation.

§ 4-27-1532 - Appeal from revocation.

4-27-1532. Appeal from revocation.

(a) A foreign corporation may appeal the Secretary of State's revocation of its certificate of authority to the Pulaski County Circuit Court within thirty (30) days after service of the certificate of revocation is perfected under 4-27-1510. The foreign corporation appeals by petitioning the court to set aside the revocation and attaching to the petition copies of its certificate of authority and the Secretary of State's certificate of revocation.

(b) The court may summarily order the Secretary of State to reinstate the certificate of authority or may take any other action the court considers appropriate.

(c) The court's final decision may be appealed as in other civil proceedings.

Subchapter 16 - Records and Reports

T - A: Records

§ 4-27-1620 - Financial statements for shareholders.

4-27-1620. Financial statements for shareholders.

(a) A corporation shall furnish its shareholders annual financial statements, which may be consolidated or combined statements of the corporation and one (1) or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of changes in shareholders' equity for the year unless that information appears elsewhere in the financial statements. If financial statements are prepared for the corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.

(b) If the annual financial statements are reported upon by a public accountant, his report must accompany them. If not, the statements must be accompanied by a statement of the president or the person responsible for the corporation's accounting records:

(1) stating his reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation; and

(2) describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

(c) A corporation shall mail the annual financial statements to each shareholder within one hundred twenty (120) days after the close of each fiscal year. Thereafter, on written request from a shareholder who was not mailed the statements, the corporation shall mail him the latest financial statements.

§ 4-27-1621 - Other reports to shareholders.

4-27-1621. Other reports to shareholders.

If a corporation indemnifies or advances expenses to a director under 4-27-850 in connection with a proceeding by or in the right of the corporation, the corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next shareholders' meeting.

§ 4-27-1622 - Annual franchise tax report for Secretary of State.

4-27-1622. Annual franchise tax report for Secretary of State.

(a) Each domestic corporation, and each foreign corporation authorized to transact business in this state, shall deliver to the Secretary of State for filing an annual franchise tax report that sets forth:

(1) the name of the corporation;

(2) the jurisdiction under which the corporation is incorporated;

(3) the information required by 4-20-105(a);

(4) the address of its principal office, wherever it is located;

(5) the names of its principal officers;

(6) the total number of authorized shares, itemized by class and series, if any, within each class;

(7) the total number of issued and outstanding shares, itemized by class and series, if any, within each class; and

(8) such other information as the Secretary of State may specify in a form promulgated pursuant to 4-27-121(a).

(b) The requirements as to the applicability, use, and filing of the annual franchise tax report shall be as set forth in 26-54-101 et seq.

Subchapter 17 - Transition Provisions

§ 4-27-1701 - Application to existing domestic corporations.

4-27-1701. Application to existing domestic corporations.

This chapter applies to all domestic corporations incorporated on or after its effective date as specified in 4-27-1706. A corporation incorporated prior to such effective date under any general statute of this state providing for incorporation of corporations for profit may elect to be governed by the provisions of this chapter by amending its articles of incorporation to provide that it shall be so governed. Such election may be made at any time on or after midnight, December 31, 1987, but once made shall be irrevocable. The amendment to the articles of incorporation effecting such election must be approved by the affirmative vote of the holders of at least two-thirds (2/3) of the shares of each outstanding class of the corporation's capital stock. Domestic corporations existing prior to midnight, December 31, 1987, which do not elect to be governed by its provisions shall continue to be governed by preexisting law.

§ 4-27-1702 - Application to qualified foreign corporations.

4-27-1702. Application to qualified foreign corporations.

A foreign corporation authorized to transact business in this state at midnight, December 31, 1987, is subject to this chapter but is not required to obtain a new certificate of authority to transact business under this chapter.

§ 4-27-1703 - Saving provisions.

4-27-1703. Saving provisions.

(a) Except as provided in subsection (b) of this section, the repeal of a statute by this chapter does not affect:

(1) the operation of the statute or any action taken under it before its repeal;

(2) any ratification, right, remedy, privilege, obligation, or liability acquired, accrued, or incurred under the statute before its repeal;

(3) any violation of the statute, or any penalty, forfeiture, or punishment incurred because of the violation, before its repeal;

(4) any proceeding, reorganization, or dissolution commenced under the statute before its repeal, and the proceeding, reorganization, or dissolution may be completed in accordance with the statute as if it had not been repealed.

(b) If a penalty or punishment imposed for violation of a statute repealed by this chapter is reduced by this chapter, the penalty or punishment, if not already imposed, shall be imposed in accordance with this chapter.

§ 4-27-1704 - Severability.

4-27-1704. Severability.

If any provision of this chapter or its application to any person or circumstance is held invalid by a court of competent jurisdiction, the invalidity does not affect other provisions or applications of this chapter that can be given effect without the invalid provision or application, and to this end the provisions of this chapter are severable.

§ 4-27-1705 - Fees.

4-27-1705. Fees.

The fees chargeable by the Secretary of State for services under 4-26-101 et seq. shall be as follows: Click here to view image.

§ 4-27-1706 - Effective date.

4-27-1706. Effective date.

This chapter shall be effective on and after midnight, December 31, 1987.

Subchapter 18 - Share Exchange

§ 4-27-1801 - Share exchange.

4-27-1801. Share exchange.

(a) A corporation may acquire all of the outstanding shares of one (1) or more classes or series of another corporation if the board of directors and shareholders if required by 4-27-1802 of each corporation approve the exchange.

(b) The plan of exchange shall set forth:

(1) The name of the corporation whose shares will be acquired and the name of the acquiring corporation;

(2) The terms and conditions of the exchange; and

(3) The manner and basis of exchanging the shares to be acquired for:

(A) Shares, obligations, or other securities of the acquiring corporation or any other corporation; or

(C) Cash or other property.

(c) The plan of exchange may set forth other provisions relating to the exchange.

(d) This section does not limit the power of a corporation to acquire all or part of the shares of one (1) or more classes or series of another corporation through a voluntary exchange or otherwise.

§ 4-27-1802 - Action on plan of share exchange.

4-27-1802. Action on plan of share exchange.

(a) After adopting a plan of share exchange, the board of directors of each corporation whose shares will be acquired in the share exchange shall submit the plan of share exchange for approval by its shareholders.

(b) A plan of share exchange may be approved if the:

(1) Board of directors recommends the plan of share exchange to the shareholders, unless the board of directors:

(A) Determines that because of a conflict of interest or other special circumstances it should make no recommendation; and

(B) Communicates the basis for its determination at the time the plan of share exchange is submitted to the shareholders; and

(2) Shareholders entitled to vote approve the plan.

(c) The board of directors may condition its submission of the proposed plan of share exchange on any basis.

(d) (1) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with 4-27-705.

(2) The notice shall:

(A) State that a purpose of the meeting is to consider the plan of share exchange; and

(B) Contain or be accompanied by a copy or summary of the plan.

(e) Unless this chapter, the articles of incorporation, or the board of directors acting under subsection (c) of this section require a greater vote or a vote by voting groups, the plan of share exchange to be authorized must be approved by the affirmative vote of the holders of a majority of the outstanding shares entitled to vote and, if by voting group, by each voting group entitled to vote separately on the plan by a majority of all the votes entitled to be cast on the plan by the voting group.

(f) (1) Separate voting by voting groups is required on a plan of share exchange by each class or series of shares included in the exchange.

(2) Each class or series constitutes a separate voting group.

(g) Subject to any contractual rights, until articles of share exchange are filed the planned share exchange may be abandoned without further shareholder action in accordance with the procedure set forth in the plan of share exchange or, if none is set forth, in the manner determined by the board of directors.

§ 4-27-1803 - Articles of share exchange.

4-27-1803. Articles of share exchange.

(a) After a plan of share exchange is approved by the shareholders or adopted by the board of directors if shareholder approval is not required, the surviving or acquiring corporation shall file articles of share exchange with the Secretary of State.

(b) The articles of share exchange shall include:

(1) (A) A copy of the plan of share exchange; or

(B) A statement that:

(i) Contains the address of an office of the surviving corporation where the plan of share exchange is on file; and

(ii) A copy of the plan of share exchange will be furnished by the surviving corporation on request and without cost to any shareholder, member, partner, or other owner of any constituent organization;

(2) If shareholder approval was not required, a statement that shareholder approval was required;

(3) If the approval of the shareholders of one (1) or more corporations to the share exchange was required:

(A) The designation, number of outstanding shares, and number of votes entitled to be cast by each voting group entitled to vote separately on the plan as to each corporation; and

(B) (i) The total number of votes cast for and against the plan by each voting group entitled to vote separately on the plan; or

(ii) The total number of undisputed votes cast for the plan separately by each voting group; and

(4) A statement that the number of votes cast for the plan by each voting group was sufficient for approval by that voting group.

(c) A share exchange takes effect upon the effective date of the articles of share exchange.

§ 4-27-1804 - Effect of share exchange.

4-27-1804. Effect of share exchange.

When a share exchange takes effect, the shares of each acquired corporation are exchanged as provided in the plan and the former holders of the shares are entitled only to:

(1) The exchange rights provided in the articles of share exchange; or

(2) The rights of the former holders of the shares under 4-27-1301 et seq.
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