Arkansas Incorporation, LLC, and Not-for-Profit Information

The formation document required to file a corporation in Arkansas is called the Articles of Incorporation. The information listed in the Articles of Incorporation includes, but not limited to, the name of the company, purpose, shares, par value, principal office address and the name and address of the registered agent.

Arkansas law does allow for the formation of Professional Corporations (PC's).

Corporations are managed by their Board of Directors. The minimum number of directors required in Arkansas is no less than three directors, unless there are only one or two shareholders of record. In that case, the number of directors may be less than three but not less than the number of shareholders of record and there are no age requirements. The Board of Directors elects the company officers, President, Vice President (if applicable), Secretary and Treasurer. The terms of office are stipulated in the company bylaws.

The company bylaws regulate the way in which your company will be run. The bylaws are adopted at the initial meeting of the directors and are updated as needed. Included in the bylaws will be information on director/shareholder meetings, voting responsibilities, stock issue procedures and other operating procedures.

Corporations may be required and should keep the bylaws available for review at their principal place of business or Registered Agent address along with the names and addresses of directors, officers and shareholders, minutes of all director and shareholder meetings, records of actions taken by directors or shareholders without a meeting, record of all shareholders and their number and class of shares, a copy of the formation document and any amendments thereto, and the company’s most recent annual report.

All Arkansas corporations will be required to file a Franchise Tax Report annually. The report is due by May 1st. The minimum tax is $150 and the tax is calculated based on par value of the corporation’s outstanding shares of stock and the value of its real and personal property in Arkansas. Failure to file the annual report may result in the company becoming inactive.

Corporations can register an Application for Fictitious Name (DBA) with the Arkansas Secretary of State. A copy will be returned to the entity and, unless the registered office is in Pulaski County, it must be filed with the County Clerk in the county in which the entity’s registered office is located.

The Business Corporation Law provides a procedure for voluntarily dissolving a domestic corporation by filing an Articles of Dissolution pursuant to Act 958 of 1967 of the Arkansas Business Corporation Act with the Arkansas Secretary of State.

New entities should obtain a Federal Tax Identification Number (FTIN), also known as an Employer Identification Number (EIN), from the IRS. This number will be required to open bank accounts, have employees, apply for business licenses, file tax returns, etc. Visit http://www.irs.gov for more information on federal tax requirements.

Further, if your corporation wants to apply for S-Corporation Election it should be applied for right after formation. In Arkansas an application for S-Corporation Election is required to be filed with the IRS. An application for S-Corporation Election is not required to be filed with the Arkansas Department of Finance and Administration.

As all companies are different and have specific filing requirements we suggest that you speak with a tax professional to provide you with tax advice prior to organizing your company. For general tax information you can contact the Arkansas Department of Finance and Administration at http://www.dfa.arkansas.gov.

The formation document required to file an LLC in Arkansas is called the Articles of Organization. The information listed in the Articles of Incorporation includes, but not limited to, the name of the company, duration, principal office address, whether it will be managed by manager(s), name and address of the organizer and the name and address of the registered agent.

Arkansas law does allow for the formation of Professional LLC's (PLLC's). Companies which perform Professional Service MUST contain the words "Professional Limited Liability Company," "Professional Limited Company," or the abbreviations "P.L.L.C.," "P.L.C.," "PLLC," or "PLC" and may not contain the name of the person who is not a member except that of a deceased member. The word "Limited" may be abbreviated as "Ltd." and the word "Company" may be abbreviated as "Co.

LLC's are managed by one or more members/managers. The members are like the shareholders of a corporation and are the owners of the company. The managers are like the officers of a corporation and run the company on behalf of the members. The minimum number of members required in Arkansas is 1 and the company can be member managed. The terms of office of the members/managers are stipulated in the company operating agreement.

The company operating agreement regulates the way in which your company will be run. The operating agreement is adopted at the initial meeting of the members and is updated as needed. Included in the operating agreement will be information on member/manager meetings, voting responsibilities, membership interest and other operating procedures.

All Arkansas LLC's will be required to file a report every year between January and April with the Secretary of State. The statement will request updated information on the address for service of process. The statement is due during the month of formation starting the second year after formation. Failure to file the annual report may result in the company becoming inactive.

The LLC must also keep detailed records of the company members, managers, articles of organization, operating agreement and tax returns for inspection at its principal office.

LLC's can register an Application for Fictitious Name (DBA) with the Arkansas Secretary of State. A copy will be returned to the entity and, unless the registered office is in Pulaski County, it must be filed with the County Clerk in the county in which the entity’s registered office is located.

Arkansas Law provides a procedure for voluntarily dissolving a domestic LLC by filing an Articles of Dissolution pursuant Act 1003 of 1993.

New entities should obtain a Federal Tax Identification Number (FTIN), also known as an Employer Identification Number (EIN), from the IRS. This number will be required to open bank accounts, have employees, apply for business licenses, file tax returns, etc. Visit http://www.irs.gov for more information on federal tax requirements.

As all companies are different and have specific filing requirements we suggest that you speak with a tax professional to provide you with tax advice prior to organizing your company. For general tax information you can contact the Arkansas Department of Finance and Administration at http://www.dfa.arkansas.gov.

The formation document required to file a Not-For-Profit corporation in Arkansas is called the Articles of Incorporation. The information listed in the Articles of Incorporation includes, but is not limited to, the name of the company, street address and name of the Registered Agent, whether or not the corporation will have members and provisions not inconsistent with law regarding the distribution of assets on dissolution. They also must list whether the NFP being formed is a public benefit, mutual benefit, or a religious corporation. Most 501(c)(3)s are public benefit or religious.

Not-For-Profit corporations are managed by their Board of Directors. The minimum number of directors required in Arkansas is 3 and there is no age requirement. The Board of Directors elects the company officers, President, Vice President (if applicable), Secretary and Treasurer. The terms of office are stipulated in the company bylaws and may last no longer than six years.

You can choose to have a members for your Not-For-Profit organization. The members have the exclusive right to elect directors, amend articles and bylaws, and vote on a merger or dissolution of the corporation. A membership structured Not-For-Profit organization normally benefits the members of the organization, such as a club or social organization. A Not-For-Profit organization that does not have members will be governed by its board of directors as is the case with most charitable organizations.

The company bylaws regulate the way in which your company will be run. The bylaws are adopted at the initial meeting of the directors and are updated as needed. Included in the bylaws will be information on director meetings, voting responsibilities, membership requirements and other operating procedures.

NFP corporations may be required and should keep the bylaws available for review at their principal place of business along with the names and addresses of directors and officers, minutes of all director meetings, records of actions taken by directors without a meeting, a copy of the formation document and any amendments thereto, and the company’s most recent annual report.

Arkansas Not-for-profit corporations are required to file an annual Franchise Tax report on or before August 1st with the Arkansas Secretary of State.

NFPs can register an Application for Fictitious Name (DBA) with the Arkansas Secretary of State. A copy will be returned to the entity and, unless the registered office is in Pulaski County, it must be filed with the County Clerk in the county in which the entity’s registered office is located.

The Business Corporation Law provides a procedure for voluntarily dissolving a domestic NFP corporation by filing an Articles of Dissolution pursuant to Act 1147 of 1993 of the Arkansas Business Corporation Act with the Arkansas Secretary of State.

New entities should obtain a Federal Tax Identification Number (FTIN), also known as an Employer Identification Number (EIN), from the IRS. This number will be required to open bank accounts, have employees, apply for business licenses, file tax returns, etc.

In order to apply for tax-exempt status under section 501(c)(3) of the Internal Revenue Code, an organization must be organized and operated exclusively for exempt purposes set forth in section 501(c)(3) of the IRS code, and none of its earnings may inure to any private shareholder or individual. The company must file Form 1023 for charitable organizations or Form 1024 for other types of tax exempt organizations in order to apply for tax-exempt status. Visit http://www.irs.gov/Charities-&-Non-Profits for additional information.

As all companies are different and have specific filing requirements we suggest that you speak with a tax professional to provide you with tax advice prior to organizing your company. For general tax information you can contact the Arkansas Department of Finance and Administration at http://www.dfa.arkansas.gov.