Filings required for conversion — Effective date

  1. Law
  2. Arkansas Code
  3. Business and Commercial Law
  4. Corporations and Associations
  5. Business Corporation Act of 1987
  6. Conversion and Merger
  7. Filings required for conversion — Effective date

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  1. (a)

    1. (1) After a plan of conversion is approved a converting corporation shall file articles of conversion with the Secretary of State.

    2. (2) The articles of conversion shall include:

      1. (A) A statement that the corporation has been converted into another organization;

      2. (B) The name and form of the organization and the jurisdiction of its governing statute;

      3. (C) The date the conversion is effective under the governing statute of the converted organization;

      4. (D) A statement that the conversion was approved as required by this chapter;

      5. (E) A statement that the conversion was approved as required by the governing statute of the converted organization;

      6. (F) A statement confirming that the converted organization has filed a statement appointing an agent for service of process under § 4-20-112 if the converted organization is a foreign organization not authorized to transact business in this state; and

      7. (G)

        1. (i) A copy of the plan of conversion; or

        2. (ii) A statement that:

          1. (a) Contains the address of an office of the organization where the plan of conversion is on file; and

          2. (b) A copy of the plan of conversion will be furnished by the converting corporation on request and without cost to any shareholder of the converting corporation.

  2. (b)

    1. (1) If the converting organization is not a converting corporation, the converting organization shall file articles of incorporation with the Secretary of State.

    2. (2) The articles of incorporation shall include, in addition to the information required by § 4-27-202:

      1. (A) A statement that the corporation was converted from another organization;

      2. (B) The name and form of the organization and the jurisdiction of its governing statute; and

      3. (C) A statement that the conversion was approved in a manner that complied with the organization's governing statute.

  3. (c) A conversion becomes effective:

    1. (1) If the converted organization is a corporation, when the articles of incorporation take effect; and

    2. (2) If the converted organization is not a corporation, as provided by the governing statute of the converted organization.


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