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Legislative updates

House Bill 1020, effective August 1, 2023, amends the LLC law regarding operating agreements, transferable interests and charging orders.

House Bill 1816, effective August 1, 2023, amends the Business & Commercial Law title regarding unincorporated nonprofit associations.

Senate Bill 205, effective August 1, 2023, amends the entity laws regarding protection of name.

Senate Bill 207, effective August 1, 2023, amends the business corporation law regarding annual franchise tax reports; and amends the corporation franchise tax act regarding electronic filing fees; State notices to file; scope of reports; execution requirements; revocation for delinquency; reinstatement; contents of Articles of Incorporation or Certificates of Organization.

Senate Bill 513, effective August 1, 2023, (i) amends the nonprofit corporation, partnership (LLP) and LP laws regarding Annual Report delinquency and domestic and foreign reinstatement; and (ii) changes the due date for LP & LLP Annual Reports to August 1 (formerly, April 1 for LLPs and May 1 for LPs).

House Bill 1004 and Senate Bill 4, each effective December 9, 2021, amend the LLC law regarding applicability of the law and professional services LLCs, and set forth certain uncodified provisions related to applicability of the law.

Senate Bill 601, effective September 1, 2021, enacts the Uniform Limited Liability Company Act (new law) and repeals the Small Business Entity Tax Pass Through Act (old law). The new law includes a number of substantive and procedural changes including with regards to tax treatment of LLCs, standards of conduct and new types of filings.

House Bill 1926, effective July 28, 2021, clarifies control of virtual currency under the Uniform Commercial Code.

House Bill 1273, effective July 28, 2021, establishes the Oil and Gas Owners’ Lien Act of 2021.

Senate Bill 525, effective April 1, 2021, amends the business and nonprofit corporation laws and Arkansas Franchise Tax Act of 1979 (to which certain LLCs are subject) reflecting return of franchise tax administration from the Department of Finance & Administration to the Secretary of State thereby codifying existing practice.

Senate Bill 11, effective March 4, 2021, amends the business corporation act by authorizing remote shareholder meetings.

Senate Bill 561, The Arkansas Tax Reform Act of 2019, provides that the Department of Finance and Administration will administer and collect franchise taxes beginning January 1, 2021. Franchise taxes were previously processed by the Secretary of State.

House Bill 1611, effective October 1, 2019, amends the LLC law by authorizing the registration of protected series of a series LLC.

Senate Bill 142, effective February 13, 2019, amends the Business Corporation Act of 1987 to authorize a for-profit corporation to convert to a nonprofit corporation under the Arkansas Nonprofit Corporation Act or the Arkansas Nonprofit Corporation Act of 1993. Those two Nonprofit Corporation Acts were amended to provide that a for-profit corporation may convert to a nonprofit corporation by filing an amendment to its articles of incorporation with the Secretary of State stating the fact that it converted under the appropriate nonprofit corporation act and describing the treatment of its stock. The bill’s Emergency Clause states that this legislative action was immediately necessary because Arkansas for-profit corporations could face severe adverse tax consequences for reorganizing as a nonprofit under pre-exisiting law.

Case summaries

Reinstatement of Charter
The Woodlands Nursing & Retirement Center, Inc. v. DeQueen Therapy & Living Center, Inc., No. CV-20-321, decided June 2, 2021. The Arkansas Court of Appeals held that the trial court erred in dismissing the complaint filed by the plaintiff corporation on the grounds that its charter was suspended in its home state of Oklahoma at the time it filed its original and amended complaints. The corporation had been reinstated since in its state of incorporation and was in good standing. Because reinstatement is retroactive the court erred in dismissing on this ground.

Attorney’s Authority to Bind Corporate Client
Terra Land Services, Inc. v. McIntrye, No. CV-18-317, decided February 20, 2019. The Arkansas Court of Appeals ruled that a settlement negotiated and agreed to by a corporation’s attorney was unenforceable because the shareholders had indicated they needed more information before agreeing to settle. Therefore, the attorney lacked the actual authority to agree to the settlement.

Fiduciary Duties
Morrison v. MC Express LLC, Case No. 3:17-CV-00144, decided 1/9/18. The US District Court, Eastern District of Arkansas held that a director and majority shareholder of a corporation did not owe fiduciary duties to the plaintiff – who had a contractual right to a percentage of stock that had not yet vested. Fiduciary duties are only owed to present shareholders, not speculative or future shareholders.

Other notices

There are no new notices at this time.

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