Excepting insurance companies, all mutual corporations, foreign or domestic, having no capital stock, seeking to do business in this state, shall pay to the Treasurer of State for the filing of its articles of incorporation a fee of five hundred dollars ($500). However, nothing in this section shall apply to fraternal orders that write insurance or to any mutual corporation created for religious, literary, benevolent, or scientific purposes or any such mutual corporation formed for the advancement or betterment of agricultural purposes.
History.
Acts 1911, No. 87, § 10; C. & M. Dig., § 1811; A.S.A. 1947, § 64-1003.
Chapter 27
Business Corporation Act of 1987
Publisher's Notes.
Former chapter 27, concerning foreign corporations, was repealed by Acts 1987, No. 958, § 64-1705. Former § 4-27-107 was also amended by Acts 1987, No. 1068, § 2. However, such amendment expired at midnight, Dec. 31, 1987. The former chapter was derived from the following sources:
This chapter applies to all business corporations incorporated after midnight, December 31, 1987, and to preexisting corporations which elect to be covered by this chapter. See § 4-27-1701.
For Commentary regarding the Business Corporation Act of 1987, see Commentaries Volume A.
Cross References.
Business corporations generally, § 4-26-101 et seq.
Matthews, A Statutory Primer: The Arkansas Business Corporation Act of 1987, 1987 Ark. L. Notes 81.
Ark. L. Rev.
Rosenzweig, Protecting the Rights of Minority Shareholders in Close Corporations Under the New Arkansas Business Corporation Act, 44 Ark. L. Rev. 1.
U. Ark. Little Rock L.J.
Brewer, An Overview of the 1987 Arkansas Business Corporation Act, 10 U. Ark. Little Rock L.J. 431.
Survey—Corporations, 10 U. Ark. Little Rock L.J. 549.
Note, Director-Exculpation Clauses Under the Arkansas Business Corporation Act of 1987, 15 U. Ark. Little Rock L.J. 337.
Subchapter 1
— General Provisions
Effective Dates.
Acts 1989, No. 583, § 8: Mar. 15, 1989. Emergency clause provided: “It is hereby found and determined by the General Assembly that present law has no provisions for registered investment companies; that such laws are needed to properly govern investment companies and to clarify the status of investment companies; and that adoption of Subchapter M of the Internal Revenue Code of 1986 is necessary to provide uniform tax laws on both the State and Federal levels for investment companies. Therefore, an emergency is hereby declared to exist and this act being necessary for the preservation of public peace, health, and safety shall be in full force and effect from and after its passage and approval.”
Acts 2007, No. 638, § 70: Sept. 1, 2007.
Acts 2007, No. 646, § 14: July 1, 2007. Emergency clause provided: “It is found and determined by the General Assembly of the State of Arkansas that business entities are presently paying different fees for similar services from the Secretary of State; that this act will alleviate any undue hardship to any entity by standardizing business and commercial filing fees; and that this act is immediately necessary to aid the recordkeeping and accounting functions of the Secretary of State and should take effect at the beginning of the state's fiscal year. Therefore, an emergency is declared to exist and this act being necessary for the preservation of the public peace, health, and safety shall become effective on July 1, 2007.”
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”.
“(a)(1)
Any business corporation may change its state of incorporation from this state to any other jurisdiction which authorizes this change. (2) Any foreign corporation may change its jurisdiction of incorporation to this state from any other jurisdiction which authorizes this change.”
“(b)(1)
This change may be made by a business corporation: (A) Only pursuant to authorization by a majority of the voting power present, or by a larger vote as the articles may require; (B) At an annual or special meeting of shareholders; and (C) If the notice sets forth the consideration of this action as the purpose of the meeting. (2)(A) There shall be filed with the Secretary of State a certificate as to the authorization by the shareholders, signed by the president or vice president and the secretary and acknowledged by the president or vice president. (B) The certificate may be delivered to the Secretary of State for filing as of any specified date within thirty (30) days after the date of delivery. (3) When all taxes, fees, and charges have been paid as required by law, the Secretary of State shall record the certificate in the Secretary of State's office and issue to the corporation a certificate reciting that it has taken all action required under the laws of this state to change its state of incorporation to the other jurisdiction. (4) The corporation shall, upon complying with the laws of the new jurisdiction, no longer be under the laws of this state. (5) Certified copies of the certificate of incorporation or other official certificate evidencing the corporation's incorporation under the laws of the other jurisdiction shall be filed with the Secretary of State within thirty (30) days of receipt by the business corporation.”
“(c)(1)
The change may be made by a foreign corporation by filing with the Secretary of State: (A) A certified copy of its original or restated articles and all amendments subsequent to the latest restatement, which were filed in the other jurisdiction; (B) The original of a Certificate of Good Standing from the state of original jurisdiction, dated not more than thirty (30) days earlier than the date of filing in this state; (C) An application for incorporation pursuant to this act, signed by the corporation, by its president or vice president, and its secretary or assistant secretary, and acknowledged by one of the signing officers, setting forth the requirements of Arkansas Code 4-27-202; (D) A franchise tax contact sheet provided by the Secretary of State; and (E) A certificate by the Secretary of State or other proper officer of the jurisdiction in which the corporation is incorporated, reciting that the corporation has taken all action required under the laws of the jurisdiction to become a corporation incorporated under the laws of this state. (2)(A) These documents may be delivered to the Secretary of State for filing as of any specified date within thirty (30) days after the date of delivery. (B) When all fees and charges have been paid as required by law, the Secretary of State shall record the documents in the Secretary of State's office and issue a certificate of incorporation of the corporation under the laws of this state. (3) The certificate of incorporation shall be conclusive evidence of the fact that the corporation has been duly incorporated under the laws of this state. (4) Effective as of the time of filing the documents with the Secretary of State, the corporation shall be incorporated solely under the laws of this state and no longer under the laws of the other jurisdiction.”
Research References
U. Ark. Little Rock L.J.
Mathews, Corporate Statutes—Which One Applies?, 13 U. Ark. Little Rock L.J. 69.