Arkansas Code Annotated
Ark. Code Ann. § 4-26-1101 (2026)
Authorization of dissolution
✓ current as of May 2026
- A corporation may be dissolved.
- The dissolution shall be authorized at a meeting of shareholders which is held after notice to all shareholders, whether or not entitled to vote, by the vote of the holders of two-thirds (2/3) of all outstanding shares entitled to vote thereon unless any class of shares is entitled to vote as a class, in which event the resolution of dissolution shall be adopted upon receiving the affirmative vote of the holders of two-thirds (2/3) of the outstanding shares of each class entitled to vote thereon as a class and of the total outstanding shares.
History. Acts 1965, No. 576, § 83; A.S.A. 1947, § 64-901.
Research References
U. Ark. Little Rock L.J.
Survey—Corporations, 10 U. Ark. Little Rock L.J. 549.
Notes of Decisions
Cited in 2
cases, 1990–1996 · leading case: Schmidt v. Pearson, Evans & Chadwick, 931 S.W.2d 774 (Ark. 1996).
Schmidt v. Pearson, Evans & Chadwick, 931 S.W.2d 774 (Ark. 1996). “For support, the Schmidts point to the statements of their legal expert, Richard Downing, who testified that a reasonable attorney would have paid Acro's back franchise taxes and filed a certificate of dissolution, thus allowing Acro to wind down its affairs and pursue its suit…”
Gibson v. Dennis (In Re Russell), 123 B.R. 48 (Bankr. W.D. Ark. 1990). “Corporate assets may be conveyed to shareholders, but only after a formal dissolution as set out in Ark.Code Ann. §§ 4-26-1101 to -1109. No conveyance to the shareholders has been made in this instance; therefore, the legal title to the real property in question remains with the…”
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