Ark. Code Ann. § 4-27-1501 (2026)

Research References

Ark. L. Rev.

Emily C. Goins, Case Note: Foreign Corporation Registration and the Ability to Perform Non-Judicial Foreclosures in Arkansas in Light of JPMorgan Chase Bank v. Johnson, 67 Ark. L. Rev. 435 (2014).

Case Notes

In General.

This section and § 4-27-1502 are not to be used to penalize, but to encourage foreign corporations to file for a certificate of authority. Johnny's Pizza House, Inc. v. Huntsman, 311 Ark. 346, 844 S.W.2d 320 (1992).

Arkansas Statutory Foreclosure Act in § 18-50-102(a)(2) provides that a bank may be authorized to do business in Arkansas either by state or federal law; the Wingo Act, § 4-27-1501 et seq., specifies that a foreign corporation may obtain authority to transact business in Arkansas by obtaining a certificate from the Arkansas Secretary of State; and the Arkansas banking statutes provide that in some instances an out-of-state bank must obtain a certificate from the Arkansas Bank Commissioner. JPMorgan Chase Bank, N.A. v. Johnson, 470 B.R. 829 (E.D. Ark. 2012), aff'd, 719 F.3d 1010 (8th Cir. 2013).

Certificate Not Required.

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appellant's motion to dismiss for lack of standing on the ground that appellee's Louisiana corporate charter had been revoked at the time it filed its original complaint against appellant for unlawfully detaining property because appellee's activities in Arkansas involved the creation, securing, and collection of debts, as well as the ownership of real and personal property; thus, under subsection (b) of this section, appellee was not “transacting business” in Arkansas and its failure to obtain a certificate of authority did not prevent it from filing suit in Arkansas. Omni Holding & Dev. Corp. v. C.A.G. Invs., Inc., 370 Ark. 220, 258 S.W.3d 374 (2007).

State's Authority.

State may impose terms upon foreign corporations desiring to do business in the state. Western Union Tel. Co. v. State, 82 Ark. 309, 101 S.W. 748 (1907) (decision under prior law).

The state only has authority to permit foreign corporations to do business here and to regulate the manner in which their business is done. Missouri Pac. R.R. v. W.S. Fox & Sons, Inc., 251 Ark. 247, 472 S.W.2d 726 (1971) (decision under prior law).

Transacting Business in State.

—In General.

Corporation held to be doing business in state. Kansas City Structural Steel Co. v. State ex rel. Ashley County, 161 Ark. 483, 256 S.W. 845 (1923), aff'd, 269 U.S. 148, 46 S. Ct. 59, 70 L. Ed. 204 (1925); Eisenmayer Milling Co. v. George E. Shelton Produce Co., 176 Ark. 620, 3 S.W.2d 688 (1928); Vaccinol Prods. Corp. v. State ex rel. Phillips County, 203 Ark. 302, 156 S.W.2d 250 (1941); National Distribs., Inc. v. Simard, 246 Ark. 774, 440 S.W.2d 31 (1969); Uncle Ben's, Inc. v. Crowell, 482 F. Supp. 1149 (E.D. Ark. 1980) (preceding decisions under prior law).

When a foreign corporation transacts some substantial part of its ordinary business in this state, it is doing business therein within the meaning of the statute. Murray Tool & Supply Co. v. State ex rel. Crawford County, 203 Ark. 874, 159 S.W.2d 71 (1942); Uncle Ben's, Inc. v. Crowell, 482 F. Supp. 1149 (E.D. Ark. 1980) (preceding decisions under prior law).

In order for a foreign corporation to be “doing business,” the business must be such as to warrant an inference that the corporation has subjected itself to local jurisdiction and that the transactions were of an intrastate character. Sillin v. Hessig-Ellis Drug Co., 181 Ark. 386, 26 S.W.2d 122 (1930) (decision under prior law).

Corporation held not to be doing business in state. Scruggs v. Scottish-American Mtg. Co., 54 Ark. 566, 16 S.W. 563 (1891); Gunn v. White Sewing Mach. Co., 57 Ark. 24, 20 S.W. 591 (1892); Coblentz & Logsdon v. L.D. Powell Co., 148 Ark. 151, 229 S.W. 25 (1921); Davis & Worrell v. GMAC, 153 Ark. 626, 241 S.W. 44 (1922); Equitable Credit Co. v. Rogers, 175 Ark. 205, 299 S.W. 747 (1927); Security Trust Co. v. Martin, 178 Ark. 518, 12 S.W.2d 870 (1928); Chicago Title & Trust Co. v. Hagler Special School Dist. No. 27, 178 Ark. 443, 12 S.W.2d 881 (1928); H.J. Heinz Co. v. Duke, 196 Ark. 180, 116 S.W.2d 1039 (1938); Standard Mut. Benefit Corp. v. State, 197 Ark. 333, 122 S.W.2d 459 (1938); Murray Tool & Supply Co. v. State ex rel. Crawford County, 203 Ark. 874, 159 S.W.2d 71 (1942); McWhorter v. Anchor Serum Co., 72 F. Supp. 437 (W.D. Ark. 1947); Worthen Bank & Trust Co. v. United Underwriters Sales Corp., 251 Ark. 454, 474 S.W.2d 899 (1971), superseded by statute as stated in, Johnny's Pizza House, Inc. v. Huntsman, 311 Ark. 346, 844 S.W.2d 320 (1992); Pioneer Fin. Co. v. Lane, 255 Ark. 811, 502 S.W.2d 624 (1973); Taurus Leasing Corp. v. Howard, 272 Ark. 323, 614 S.W.2d 502 (1981) (preceding decisions under prior law).

Miscellaneous cases decided under prior law. W.T. Rawleigh Medical Co. v. Holcomb, 126 Ark. 597, 191 S.W. 215 (1917); Loose-Wiles Biscuit Co. v. Jolly, 152 Ark. 442, 238 S.W. 613 (1922); L.D. Powell Co. v. Rountree, 157 Ark. 121, 247 S.W. 389 (1923); Power Mfg. Co. v. Saunders, 274 U.S. 490, 47 S. Ct. 678, 71 L. Ed. 1165 (1927); American Trust Co. v. Vandertuuk, 175 Ark. 728, 1 S.W.2d 41 (1927); Austell v. Union Cent. Life Ins. Co., 175 Ark. 1143, 2 S.W.2d 22 (1928); Mercer v. Motor Wheel Corp., 178 Ark. 383, 10 S.W.2d 852 (1928); Stewart v. California Grape Juice Corp., 181 Ark. 1140, 29 S.W.2d 1077 (1930); Chapman & Dewey Lumber Co. v. Means, 191 Ark. 1066, 88 S.W.2d 829 (1935), overruled in part, Anheuser-Busch, Inc. v. Manion, 193 Ark. 405, 100 S.W.2d 672 (1937); Missouri Pacific Transp. Co. v. Norwood, 192 Ark. 170, 90 S.W.2d 480 (1936); Vaccinol Prods. Corp. v. State ex rel. Phillips County, 201 Ark. 1066, 148 S.W.2d 1069 (1941); Crown Cent. Petroleum Corp. v. Speer, 206 Ark. 216, 174 S.W.2d 547 (1943); Arkansas-Louisiana Elec. Coop. v. Ark. Pub. Serv. Comm'n, 210 Ark. 84, 194 S.W.2d 673 (1946); Consumers Coop. Ass'n v. Hill, 233 Ark. 59, 342 S.W.2d 657 (1961); National Sur. Corp. v. Inland Properties, Inc., 286 F. Supp. 173 (E.D. Ark. 1968), aff'd, National Surety Corp. v. Inland Properties, Inc., 416 F.2d 457 (8th Cir. Ark. 1969); Lane v. Midwest Bancshares Corp., 337 F. Supp. 1200 (E.D. Ark. 1972); Rayco Constr. Co. v. Vorsanger, 397 F. Supp. 1105 (E.D. Ark. 1975); Franklin Elec. Co. v. Heath, 261 Ark. 269, 547 S.W.2d 755 (1977); Calvert Fire Ins. Co. v. Carpet Mart of Texarkana, Inc., 266 Ark. 477, 587 S.W.2d 1 (1979); Wilkins v. M & H Fin., Inc., 621 F.2d 311 (8th Cir. 1980); Stewart Elec. Co. v. Meyer Sys. Corp., 276 Ark. 71, 632 S.W.2d 422 (1982); Clark Equip. Credit Corp. v. Martin Lumber Co., 731 F.2d 579 (8th Cir. 1984); Standard Abstract & Title Co. v. Rector-Phillips-Morse, Inc., 282 Ark. 138, 666 S.W.2d 696 (1984); Zolper v. AT&T Info. Sys., 289 Ark. 27, 709 S.W.2d 74 (1986).

—Agents.

Statute applied where a foreign corporation employed an agent who did business for it within the state. Clark v. J.R. Watkins Medical Co., 115 Ark. 166, 171 S.W. 136 (1914); American Hardwood Lumber Co. v. T.J. Ellis & Co., 115 Ark. 524, 171 S.W. 899 (1914) (preceding decisions under prior law).

Where president of foreign corporation accepted contracts involving sales in his representative capacity in Louisiana but did not conduct any activities in Arkansas, statute was not applicable. Frank v. Steel, 253 Ark. 338, 485 S.W.2d 737 (1972) (decision under prior law).

—Certificate of Authority.

The authority of a foreign corporation to do business in this state may be proved by the certificate of authority issued to such corporation by the Secretary of State. J.R. Watkins Medical Co. v. Martin, 132 Ark. 108, 200 S.W. 283 (1917) (decision under prior law).

Where a foreign corporation introduced into evidence the certificate of authority to do business issued by the Secretary of State and also receipts for annual franchise taxes paid, its corporate existence was established, and a certified copy of the charter of a foreign corporation as filed in the office of the Secretary of State which recited that it had complied with the laws and paid the necessary fees therefor was sufficient to prove its authority to do business in the state. American Trust Co. v. Netherlands-American Mtg. Bank, 169 Ark. 867, 276 S.W. 1010 (1925) (decision under prior law).

A certificate of authority to do business issued by the Secretary of State was sufficient evidence of corporate existence and where a defendant appears and answers by a corporate name and did not show it was not incorporated, it thereby admitted its incorporation. Sakaba Oil Co. v. Parish, 175 Ark. 618, 299 S.W. 1016 (1927) (decision under prior law).

—Executed Contracts.

Where payment under contract had not been made, such contract was not an executed contract and therefore not relieved from the provisions of statute as an executed contract. Pratt Lab., Inc. v. Teague, 160 F. Supp. 176 (W.D. Ark. 1958) (decision under prior law).

—Independent Contractors.

Corporation under contract with federal government was an independent contractor and not exempted from statute. E.E. Morgan Co. v. State ex rel. Phillips County, 202 Ark. 404, 150 S.W.2d 736, appeal dismissed, 314 U.S. 571, 62 S. Ct. 77, 86 L. Ed. 463 (1941) (decision under prior law).

—Interstate Commerce.

Former statute does not apply to foreign corporations engaged in interstate commerce. W.T. Rawleigh Medical Co. v. Rose, 133 Ark. 505, 202 S.W. 849 (1918); Coblentz & Logsdon v. L.D. Powell Co., 148 Ark. 151, 229 S.W. 25 (1921); White River Valley Broadcasters, Inc. v. William B. Tanner Co., 487 F. Supp. 725 (E.D. Ark. 1979); Johnson v. Stuckey & Speer, Inc., 11 Ark. App. 33, 665 S.W.2d 904 (1984) (preceding decisions under prior law).

Corporation held not to be engaged in interstate commerce. Sunlight Produce Co. v. State, 183 Ark. 64, 35 S.W.2d 342 (1931) (decision under prior law).

A foreign corporation cannot engage in interstate business along with intrastate business so as to avoid the penalty imposed on foreign corporations for doing business within the state without complying with the law. Sunlight Produce Co. v. State, 183 Ark. 64, 35 S.W.2d 342 (1931); State ex rel. Independence County v. Tad Screen Adv. Co., 199 Ark. 205, 133 S.W.2d 1 (1939) (preceding decisions under prior law).

Statute did not apply to contracts relating solely to interstate commerce. Pratt Lab., Inc. v. Teague, 160 F. Supp. 176 (W.D. Ark. 1958); Rose's Mobile Homes, Inc. v. Rex Financial Corp., 383 F. Supp. 937 (W.D. Ark. 1974) (preceding decisions under prior law).

If note involved in suit was based entirely on an intrastate transaction, statute would have applied even though the plaintiff was a foreign corporation engaged in interstate commerce, and conversely, even if plaintiff had done intrastate business in Arkansas without being qualified to do so, it could nevertheless have recovered on a note if the note was based on transactions which were entirely interstate in character. Pratt Lab., Inc. v. Teague, 160 F. Supp. 176 (W.D. Ark. 1958) (decision under prior law).

Contract of noncomplying foreign corporation held enforceable as being interstate commerce. Goode v. Universal Plastics, Inc., 247 Ark. 442, 445 S.W.2d 893 (1969); Unlaub Co. v. Sexton, 568 F.2d 72 (8th Cir. 1977) (preceding decisions under prior law).

Corporation held to be engaged in interstate commerce. Uncle Ben's, Inc. v. Crowell, 482 F. Supp. 1149 (E.D. Ark. 1980) (decision under prior law).

Foreign corporation's employment of resident soliciting agents and physical presence of its employees in the state were not sufficient circumstances to change the predominantly interstate nature of its business. Uncle Ben's, Inc. v. Crowell, 482 F. Supp. 1149 (E.D. Ark. 1980) (decision under prior law).

Former statute was not applicable to contracts in which the transaction was wholly in interstate commerce. Hough v. Continental Leasing Corp., 275 Ark. 340, 630 S.W.2d 19 (1982) (decision under prior law).

—Law Suits.

Institution and prosecution of suit is “doing business.” Buffalo Zinc & Copper Co. v. Crump, 70 Ark. 525, 69 S.W. 572 (1902) (decision under prior law).

—Mortgages.

Taking mortgage to secure past-due debt is not “doing business.” Florsheim Bros. Dry Goods Co. v. Lester, 60 Ark. 120, 29 S.W. 34 (1895); British & Am. Mtg. Co. v. Winchell, 62 Ark. 160, 34 S.W. 891 (1896); Simmons-Burks Clothing Co. v. Linton, 90 Ark. 73, 117 S.W. 775 (1909) (preceding decisions under prior law).

—Sales Agreements.

Where a bank, acting for a foreign corporation, prepares and delivers various papers within the state according to a sales agreement made without the state, the foreign corporation is not “doing business.” Linograph Co. v. Logan, 175 Ark. 194, 299 S.W. 609 (1927) (decision under prior law).

—Sales by Correspondence.

A sale by written correspondence does not constitute “doing business” within the state. Rose City Bottling Works v. Godchaux Sugars, Inc., 151 Ark. 269, 236 S.W. 825 (1922); S.B. Wilson Tel. Co. v. John A. Roebling's Sons Co., 159 Ark. 634, 252 S.W. 919 (1923) (preceding decisions under prior law).

—Shipping Merchandise.

A contract for the sale of merchandise to be shipped from the foreign corporation's place of business in another state to a purchaser within the state does not constitute “doing business.” Robertson v. Southwestern Co., 136 Ark. 417, 206 S.W. 755 (1918) (decision under prior law).

—Verbal Agreements.

Verbal agreement incorporating printed form was not covered by statute. Bragg's Elec. Constr. Co. v. Rebsamen Cos., 6 B.R. 619 (Bankr. E.D. Ark. 1980) (decision under prior law).

—Withdrawal from State.

Where a foreign corporation discontinues doing business within the state and ceases to comply with the statutory provisions, it withdraws from the state and loses its legal identity therein. In order to again do business, it must qualify by paying the regular filing fee required of foreign corporations. Phoenix Assurance Co. v. Ludwig, 87 Ark. 465, 113 S.W. 34 (1908) (decision under prior law).

A foreign corporation cannot, by withdrawing, defeat obligations already incurred; consequently a foreign corporation could not escape from the jurisdiction of the state courts over action brought by residents with whom it had contracted by revoking the power of attorney it had given for service of process in Arkansas and ceasing to do business within the state. Sydeman Bros. v. Wofford, 185 Ark. 775, 49 S.W.2d 363 (1932) (decision under prior law).

Cited: Steinbuch v. Cutler, 518 F.3d 580 (8th Cir. 2008).