Ark. Code Ann. § 26-54-112 (2026)
Reinstatement of corporations. [Effective May 1, 2021.]
History. Acts 1979, No 889, § 11; A.S.A. 1947, § 84-1843; Acts 1987, No. 19, § 7; 1991, No. 1046, § 5; 1991, No. 1140, § 5; 1999, No. 522, § 1; 2019, No. 819, § 22.
A.C.R.C. Notes. Acts 2019, No. 819, § 1, provided: “Title. This act shall be known and may be cited as the ‘Arkansas Tax Reform Act of 2019’”.
Acts 2019, No. 819, § 2, provided:
“Legislative findings and intent.
“(a) The General Assembly finds that:
“(1) The Arkansas Tax Reform and Relief Legislative Task Force was charged with:
“(A) Examining and identifying areas of potential tax reform within the tax laws; and
“(B) Recommending legislation to the General Assembly, in part, to modernize and simplify the Arkansas tax code and ensure fairness to all taxpayers;
“(2) There are several areas of the tax code that should be amended to reform the state's tax laws to modernize and simplify the tax code and ensure fairness to all taxpayers; and
“(3) Any savings realized by the state through tax reforms should be dedicated to reducing the tax burden for Arkansas taxpayers.
“(b) It is the intent of the General Assembly to:
“(1) Reform Arkansas tax laws to modernize and simplify the tax code and ensure fairness to all taxpayers; and
“(2) Offset any revenue savings realized through tax reform with corresponding changes to reduce the tax burden for Arkansas taxpayers”.
Publisher's Notes. For text of section effective until May 1, 2021, see the preceding version.
Amendments. The 2019 amendment substituted “Department of Finance and Administration” for “Secretary of State” in (a)(1)(B); substituted “reinstatement is not allowed” for “no reinstatement shall be allowed” in (a)(2); substituted “department” for the second occurrence of “Secretary of State” in (c)(1); and made a stylistic change.
Effective Dates. Acts 2019, No. 819, § 26(a): May 1, 2021. Effective date clause provided: “Sections 3-17 and 20-24 of this act are effective on and after May 1, 2021”.
Research References
Ark. L. Notes.
Flaccus, A Grab Bag of Recent Arkansas Cases, 1999 Ark. L. Notes 25.
U. Ark. Little Rock L.J.
Survey — Corporations, 10 U. Ark. Little Rock L.J. 549.
Case Notes
In General.
Sections 4-27-1420, 26-54-110 and this section presuppose that a corporation whose charter has been forfeited has not yet been dissolved, and since a corporation with a forfeited charter has not been dissolved, the corporation continues to exist for limited purposes. Gibson v. Dennis (In re Russell), 123 B.R. 48 (Bankr. W.D. Ark. 1990).
In a legal malpractice case where a client asserted that an attorney failed to advise him to reinstate the corporate charter pursuant to this section in order to limit the client's personal liability for corporate debts in an underlying action involving a promissory note, summary judgment in favor of the attorney and his law firm was appropriate because the corporate charter was revoked several months before the effective date of Acts 1999, No. 522 and the issue of retroactive application of Acts 1999, No. 522 had not been settled by the court of highest jurisdiction. Evans v. Hamby, 2011 Ark. 69, 378 S.W.3d 723 (2011).
Corporate Status.
Where company's charter was revoked on February 1, 1959, for nonpayment of taxes and the charter was restored upon payment of all delinquent taxes on December 19, 1960, payment of taxes did not restore company to its corporate status at time it first became delinquent, but only restored it to that status as of December 19, 1960, the time of payment of the taxes. Moore v. Rommel, 233 Ark. 989, 350 S.W.2d 190 (1961) (decision under prior law).
The reinstatement of the appellant's corporate status did not retroactively restore the corporation as of the date of its revocation. Tribco Mfg. Co. v. People's Bank of Imboden, 67 Ark. App. 268, 998 S.W.2d 756 (1999).
Following the revocation of its corporate charter, a corporation loses its capacity to sue and any lawsuit filed during this status must be dismissed, and the subsequent reinstatement of the corporate status does not retroactively restore or otherwise vest the corporation with a continuous existence. Terry v. Rice (In re Cheqnet Sys.), 246 B.R. 873 (Bankr. E.D. Ark. 2000).
Trial court did not err in denying appellant's motion to dismiss for lack of standing on the ground that appellee's Louisiana corporate charter had been revoked at the time it filed its original complaint against appellant for unlawfully detaining property where under both Arkansas and Louisiana law, reinstatement of a corporate charter was retroactive to the date of its revocation. Omni Holding & Dev. Corp. v. C.A.G. Invs., Inc., 370 Ark. 220, 258 S.W.3d 374 (2007).
Pursuant to this section, the restoration of a corporation's corporate status vests it with continuous existence as though the revocation of its charter never occurred. Omni Holding & Dev. Corp. v. C.A.G. Invs., Inc., 370 Ark. 220, 258 S.W.3d 374 (2007).
Retroactive.
Trial court did not err by finding that this sections's provisions regarding retroactivity applied to defeat rights acquired during a period of forfeiture, which was due to a failure to pay franchise taxes; because the reinstatement of a corporate charter was retroactive to the date of revocation, a motion to dismiss a corporation's lawsuit was properly denied. Beck v. Inter City Transp., Inc., 2012 Ark. App. 370, 417 S.W.3d 740 (2012).
Cited: Carter v. Four Seasons Funding Corp., 351 Ark. 637, 97 S.W.3d 387 (2003).