2019 Arkansas Code
Title 4 - Business and Commercial Law
Subtitle 3 - Corporations and Associations
Chapter 28 - Nonprofit Organizations
Subchapter 2 - Arkansas Nonprofit Corporation Act
§ 4-28-206. Articles of Incorporation Generally
(a) Any association of persons or for-profit corporation organized under the Arkansas Business Corporation Act of 1987, § 4-27-101 et seq., desirous of becoming incorporated under the provisions of the Arkansas Nonprofit Corporation Act, §§ 4-28-201 -- 4-28-206 and 4-28-209 -- 4-28-224, shall file with the circuit court of the county in which the main office or principal place of business of the proposed corporation is located or proposed to be located signed and verified articles of incorporation, which shall set forth the following:
(1) The name of the corporation;
(2) The period of duration, which may be perpetual;
(3) The purposes for which the corporation is organized;
(4) Any provisions, not inconsistent with law, which the incorporators elect to set forth in the articles of incorporation for the regulation of the internal affairs of the corporation, including any provision for distribution of assets on dissolution or final liquidation;
(5) The address of its main office or principal place of business, and the name of its registered agent at that address;
(6) The number of directors constituting the initial board of directors and the names and addresses of the persons who are to serve as the initial directors;
(7) The name and address of each incorporator;
(8) A statement that the corporation:
(A) Is a nonprofit corporation; and
(B) Has converted under the Arkansas Nonprofit Corporation Act, §§ 4-28-201 -- 4-28-206 and 4-28-209 -- 4-28-224; and
(9)
(A) A description of the treatment of shares of stock.
(B) The description of the treatment of shares of stock:
(i) May provide for the exchange of shares of stock for certificates of membership if the corporation has members; or
(ii) Shall provide that the shares of stock be canceled by the board of directors if the corporation does not have members.
(b) If the circuit court finds that the articles of incorporation conform to law and that the incorporation is for a lawful purpose and is in the best interests of the public, the court may issue an order approving the incorporation of the proposed association of persons.
(c) If the court approves the incorporation, the articles of incorporation in duplicate, signed and verified, and a copy of the order of the court approving the incorporation shall be transmitted to the Secretary of State, who shall, when all fees have been paid as prescribed in the Arkansas Nonprofit Corporation Act, §§ 4-28-201 -- 4-28-206 and 4-28-209 -- 4-28-224:
(1) File the original of the articles in his or her office; and
(2) Issue a certificate of incorporation to which he or she shall affix the other copy of the articles endorsed with the word “Filed” and the month, day, and year of the filing and return the certificate of incorporation to the incorporators or their representative.
(d) A corporation may amend its articles of incorporation from time to time, provided that the amendments are lawful under the Arkansas Nonprofit Corporation Act, §§ 4-28-201 -- 4-28-206 and 4-28-209 -- 4-28-224. A copy of all amendments shall be filed with the Secretary of State within thirty (30) days after their passage.
(e)
(1) 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.
(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 (¾) vote of the shareholders of the business corporation.
(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.
(g) A conversion to a nonprofit corporation under this chapter is not a dissolution.
