2010 Arkansas Code
Title 4 - Business and Commercial Law
Subtitle 3 - Corporations And Associations
Chapter 26 - Business Corporations Generally
Subchapter 11 - Dissolution and Liquidation
§ 4-26-1103 - Procedure after dissolution.

4-26-1103. Procedure after dissolution.

After dissolution:

(1) The corporation shall carry on no business except for the purpose of winding up its affairs;

(2) The corporation shall proceed to wind up its affairs, with power to fulfill or discharge its contracts, collect its assets, sell its assets at public or private sale, discharge or pay its liabilities, and do all other acts appropriate to liquidate its business;

(3) After paying or adequately providing for the payment of its liabilities:

(A) (i) The corporation, if authorized at a meeting of shareholders which is to be held on notice to all shareholders, whether or not entitled to vote, by a vote of a majority of all outstanding shares entitled to vote thereon, may sell its remaining assets or any part thereof for cash or for shares, bonds, or other securities of another corporation, or partly for cash and partly for such securities, and distribute the same among the shareholders according to their respective rights.

(ii) Unless the consideration for the sale is payable concurrently with the consummation thereof entirely in cash, any shareholder, whether or not entitled to vote thereon, if prior to the meeting or at the meeting but before a vote, he shall have given the corporation written notice of his objection to a sale except wholly upon a cash basis and, if a voting shareholder, did not vote for the proposed sale, within ten (10) days after the date on which the sale was voted by the shareholders, may make a written demand on the corporation for the payment to him in cash of the value of his shares determined as of the day immediately preceding the day on which the vote was taken. In this event, upon tendering his share certificates to the corporation, the shareholder shall be entitled to receive the cash payment after the sale is effected, the rights of the dissenting shareholder to be enforced under the procedure prescribed in 4-26-904;

(B) The corporation, whether or not it has made a sale under subdivision (3)(A) of this section, may distribute its remaining assets, including the proceeds of any sale under subdivision (3)(A) of this section above, in cash or, subject to subdivision (3)(A) of this section, in kind, or partly each, among its shareholders according to their respective rights.