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Arkansas Code Title 4. Business and Commercial Law § 4-33-202. Articles of incorporation

Current as of March 28, 2024 | Updated by Findlaw Staff

(a) The articles of incorporation must set forth:

(1) a corporate name for the corporation that satisfies the requirements of § 4-33-401;

(2) one (1) of the following statements:

(i) this corporation is a public benefit corporation;

(ii) this corporation is a mutual benefit corporation; or

(iii) this corporation is a religious corporation.

(3) the information required by § 4-20-105(a);

(4) the name and address of each incorporator;

(5) whether or not the corporation will have members;

(6) provisions not inconsistent with law regarding the distribution of assets on dissolution; and

(7) if converting to a nonprofit corporation from another form of entity, then the articles of incorporation shall include:

(A) a statement that the corporation:

(i) is a nonprofit corporation; and

(ii) has converted under the Arkansas Nonprofit Corporation Act of 1993, § 4-33-101 et seq.;

(B)(i) a description of the treatment of shares of stock.

(ii) the description of the treatment of shares of stock:

(a) may provide for the repurchase or exchange of shares of stock for certificates of membership if the corporation has members, and if the shares are repurchased, then the nonprofit corporation shall cancel the shares; or

(b) shall provide that the shares of stock be canceled by the board of directors if the corporation does not have members; and

(C) a statement that the Internal Revenue Service has been notified or will be notified within a reasonable time of the conversion and federal regulations were followed regarding the conversion.

(b) The articles of incorporation may set forth:

(1) the purpose or purposes for which the corporation is organized, which may be, either alone or in combination with other purposes, the transaction of any lawful activity;

(2) the names and addresses of the individuals who are to serve as the initial directors;

(3) provisions not inconsistent with law regarding:

(i) managing and regulating the affairs of the corporation;

(ii) defining, limiting, and regulating the powers of the corporation, its board of directors and members (or any class of members); and

(iii) the characteristics, qualifications, rights, limitations and obligations attaching to each or any class of members.

(4) any provision that under this chapter is required or permitted to be set forth in the bylaws.

(c)(1) Each incorporator named in the articles must sign the articles.

(2) If an entity is a for-profit corporation that is converting to a nonprofit corporation, the conversion shall be approved by a three-fourths (3/4) vote of the shareholders of the business corporation.

(d) The articles of incorporation need not set forth any of the corporate powers enumerated in this chapter.

(e) A for-profit corporation may convert to a nonprofit corporation under the Arkansas Nonprofit Corporation Act, §§ 4-28-201 -- 4-28-206 and 4-28-209 -- 4-28-224, or the Arkansas Nonprofit Corporation Act of 1993, § 4-33-101 et seq., upon the filing of an amendment to the corporation's articles of incorporation with the information required under this section.

(f) A conversion to a nonprofit corporation under this chapter is effective when an amendment to the articles of incorporation is filed with the Secretary of State and the Secretary of State has collected the filing fees, service fees, and copying fees required under § 4-33-122.

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Cite this article: FindLaw.com - Arkansas Code Title 4. Business and Commercial Law § 4-33-202. Articles of incorporation - last updated March 28, 2024 | https://codes.findlaw.com/ar/title-4-business-and-commercial-law/ar-code-sect-4-33-202/

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