Arkansas Code Annotated

Ark. Code Ann. § 4-26-1005 (2020)

Effect of conversion

✓ Arkansas Code release r76: Acts through about 2020 (2021-2025 sessions missing)
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  1. An organization that has been converted under this subchapter is for all purposes the same entity that existed before the conversion.
  2. 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 § 4-26-1101 et seq.
    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:
      1. Fails to appoint an agent for service of process under § 4-20-112;
      2. No longer has an agent for service of process; or
      3. Has an agent for service of process that cannot with reasonable diligence be served.

History. Acts 2009, No. 408, § 1.

Notes of Decisions
Cited in 2 cases, 1991–2005 · leading case: THOMAS BY CITY NAT. BANK v. Valmac Indus., Inc., 812 S.W.2d 673 (Ark. 1991).
THOMAS BY CITY NAT. BANK v. Valmac Indus., Inc., 812 S.W.2d 673 (Ark. 1991). · cites it 4× “Ark. Code Ann. § 4-26-1005 (b) (1987) provides that when a merger has been effected: (1) The several corporations parties to the plan of merger or consolidation shall be a single corporation which, in the case of a merger, shall be that corporation designated in the plan of…”
Henry W. Boerner v. Brown & Williamson Tobacco Co., 394 F.3d 594 (8th Cir. 2005). “Ark.Code Ann. § 4-26-1005(b)(6). Third, B & W contends that a punitive damages award in this case would not advance the policy objectives underlying the rule allowing for punitive damages and is therefore inappropriate.”
Ark. Code Ann. § 4-26-1005(b)(6): 1 case
Henry W. Boerner v. Brown & Williamson Tobacco Co., 394 F.3d 594 (8th Cir. 2005). “Ark.Code Ann. § 4-26-1005(b)(6). Third, B & W contends that a punitive damages award in this case would not advance the policy objectives underlying the rule allowing for punitive damages and is therefore inappropriate.”
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