Stricken language would be deleted from and underlined language would be added to present law.
*JLL097* 03-27-2023 10:55:01 JLL097
State of Arkansas As Engrossed: H3/27/23 1
94th General Assembly A Bill 2
Regular Session, 2023 HOUSE BILL 1239 3
4
By: Representatives Underwood, Ray, Hollowell, G. Hodges 5
By: Senator J. Dotson 6
7
For An Act To Be Entitled 8
AN ACT TO AMEND LAWS CONCERNING THE CORPO RATE 9
FRANCHISE TAX; TO RE PEAL THE ARKANSAS CO RPORATE 10
FRANCHISE TAX ACT OF 1979; TO MAKE CONFOR MING 11
CHANGES; AND FOR OTH ER PURPOSES. 12
13
14
Subtitle 15
TO AMEND LAWS CONCERNING THE CORPORATE 16
FRANCHISE TAX; TO REPEAL THE ARKANSAS 17
CORPORATE FRANCHISE TAX ACT OF 1979; AND 18
TO MAKE CONFORMING CHANGES. 19
20
21
BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF ARKANSAS: 22
23
SECTION 1. Arkansas Code Title 4, Chapter 25, Subchapter 1, is amended 24
to add an additional section to read as follows: 25
4-25-111. Annual report for corporations — List of corporations. 26
(a)(1) As used in this section, “corporation” means any corporation, 27
domestic or foreign, a ctive or inactive, that is organized in or qualified 28
under the laws of the State of Arkansas and includes without limitation any 29
person or group of persons, association, joint -stock company, business trust, 30
or other organizations with or without charter co nstituting a separate legal 31
entity of relationship with the purpose of obtaining some corporate privilege 32
or franchise that is not allowed to them as individuals and that is 33
exercising, or attempting to exercise, corporate -type acts, whether or not 34
existing by virtue of a particular statute. 35
(2) “Corporation” does not include: 36 As Engrossed: H3/27/23 HB1239
2 03-27-2023 10:55:01 JLL097
(A) Nonprofit corporations; 1
(B) Corporations that are organizations exempt from the 2
federal income tax; or 3
(C) Organizations formed under or governed by the Uniform 4
Partnership Act (1996), § 4 -46-101 et seq., or the Uniform Limited 5
Partnership Act (2001), § 4 -47-101 et seq. 6
(b)(1) The Secretary of State shall furnish annual report forms to 7
each corporation subject to this section by mailing the annual report forms 8
to the corporation's current agent for service or other person identified by 9
the corporation. 10
(2) When filing the annual report, a corporation may state who 11
is to receive an annual report form the following year if that person is 12
different from the agent fo r service on file for the corporation at that 13
time. 14
(c) A corporation that fails to receive the annual report forms by 15
March 20 of the reporting year shall make written request for the annual 16
report forms to the Secretary of State on or before March 31. 17
(d) Each corporation subject to the requirements of this section shall 18
file an annual report with the Secretary of State that shows the condition 19
and status of the corporation as of the close of business on the last day of 20
the corporation's preceding fis cal year and other information required by the 21
Secretary of State. 22
(e) A newly formed corporation is not required to file an annual 23
report until the calendar year immediately following the calendar year of 24
incorporation. 25
(f) When the par value of the s hares of a corporation is required to 26
be stated in an annual report and the shares of the corporation are without 27
par value, the number of shares shall be stated. 28
(g)(1) Every annual report shall contain the following statement: 29
“I declare, under the penalties of perjury, that the 30
foregoing statements are true to the best of my knowledge and belief.” 31
(2) The statement required under subdivision (g)(1) of this 32
section shall be signed by the president, vice president, secretary, 33
treasurer, or controll er of the corporation or other authorized person. 34
(h)(1) All information contained in an annual report shall be 35
confidential and not available for public inspection, except for the 36 As Engrossed: H3/27/23 HB1239
3 03-27-2023 10:55:01 JLL097
following: 1
(A) The name and address of the corporation; 2
(B) The name of the corporation's president, vice 3
president, secretary, treasurer, and controller; 4
(C) The total authorized capital stock with par value; 5
(D) The total issued and outstanding capital stock with 6
par value; and 7
(E) The state of incorporati on. 8
(2) In the case of an annual report filed by an organization 9
formed under the Uniform Limited Liability Company Act, § 4 -38-101 et seq., 10
the names of members, except those designated in the organizations' franchise 11
tax report as a manager, president, vice president, secretary, treasurer, or 12
controller of the organization, shall be confidential and not available for 13
public inspection unless the organization has no registered agent for service 14
of process. 15
(i)(1)(A) The Bank Commissioner, Ins urance Commissioner, and any other 16
officer or agency of the state authorized to issue corporate permits or 17
authorities to do business in this state shall prepare and maintain a correct 18
list of all corporations organizing or qualifying through their respect ive 19
offices or agencies. 20
(B) Each official or agency shall file with the Secretary 21
of State a monthly report showing: 22
(i) The name and address of each new corporation 23
organized or qualified; 24
(ii) The authorized and outstanding capital stock; 25
(iii) The name changes, mergers, charter 26
forfeitures, or withdrawals; 27
(iv) The name and address of each corporation that 28
has provided official notification regarding the dissolution of the 29
corporation; and 30
(v) All other information concernin g the corporation 31
required by the Secretary of State. 32
(2) Upon request of the Secretary of State, each official or 33
agency shall prepare and certify to the Secretary of State a complete list of 34
the names and addresses of all corporations that have organi zed or qualified 35
through their respective office or agency and that are subject to the 36 As Engrossed: H3/27/23 HB1239
4 03-27-2023 10:55:01 JLL097
provisions of this section. 1
(3) Officials or agencies of the state, county, or 2
municipalities authorized to issue permits shall notify each corporation 3
receiving a permit of the requirements to register the corporation with the 4
Secretary of State before conducting business in Arkansas. 5
(4)(A) A corporation filing instruments providing for the 6
organization of any common law or statutory trust or similar organization 7
with any county clerk, or other clerk of the various counties of this state, 8
shall file them in duplicate. 9
(B) The clerk receiving the documents for filing or 10
recordation shall file mark them and forward the file -marked duplicate to the 11
Secretary of State. 12
13
SECTION 2. Arkansas Code § 4 -27-1622 is amended to read as follows: 14
4-27-1622. Annual franchise tax report for Secretary of State. 15
(a) Each domestic corporation, and each foreign corporation authorized 16
to transact business in this state, shall deliver to the Secretary of State 17
for filing an annual franchise tax report that sets forth: 18
(1) the name of the corporation; 19
(2) the jurisdiction under which the corporation is 20
incorporated; 21
(3) the information required by § 4-20-105(a); 22
(4) the address of its principal office, wherever it is located; 23
(5) the names of its principal officers; 24
(6) the total number of authorized shares, itemized by class and 25
series, if any, within each class; 26
(7) the total number of issued and outstanding shares, itemized 27
by class and series, if any, within each class; and 28
(8) such other information as the Secretary of State may specify 29
in a form promulgated under § 4-27-121(a). 30
(b) The requirements as to the applicability, use, and filing of the 31
annual franchise tax report shall be as set forth in the Arkansas Corporate 32
Franchise Tax Act of 1979, § 26-54-101 et seq § 4-25-111. 33
34
SECTION 3. Arkansas Code § 4 -36-401(a)(1), concerning the annual 35
reports due under the Arkansas Benefit Corporation Act, is amended to read as 36 As Engrossed: H3/27/23 HB1239
5 03-27-2023 10:55:01 JLL097
follows: 1
(a)(1) A benefit corporation shall prepare an annual benefit report 2
and an annual franchise tax report under § 26-54-104 § 4-25-111. 3
4
SECTION 4. Arkansas Code § 4 -36-401(b), concerning the annual reports 5
due under the Arkansas Benefit Corporation Act, is amended to read as 6
follows: 7
(b) A benefit corporation shall send a benefit report to each 8
shareholder annually: 9
(1) Before the stated due date of an annual franchise tax under 10
§ 26-54-104 May 1; or 11
(2) When the benefit corporation delivers an annual financial 12
report to its shareholders. 13
14
SECTION 5. Arkansas Code § 4 -37-205(a), concerning the certificate of 15
good standing for a protected series under the Uniform Protected Series Act, 16
is amended to read as follows: 17
(a) On request of any person, the Secretary of State shall issue a 18
certificate of good standing for a protected series of a series limited 19
liability company or a certificate of registration for a foreign protected 20
series if: 21
(1) in the case of a protected series: 22
(A) no statement of dissolution, termination, or 23
relocation pertaining to the protected series has been filed; and 24
(B) the company has delivered to the Secretary of State 25
for filing the most recent annual report required by § 26-54-105 § 4-25-111 26
and the report includes the name of the protected series, unless: 27
(i) when the company delivered the report for 28
filing, the protected series designation pertaining to the protected series 29
had not yet taken effect; or 30
(ii) after the company delivered the report for 31
filing, the company delivered to the Secretary of State for filing a 32
statement of designation change changing the name of the protected series; or 33
(2) in the case of a foreign protected series, it is registered 34
to do business in this state. 35
36 As Engrossed: H3/27/23 HB1239
6 03-27-2023 10:55:01 JLL097
SECTION 6. Arkansas Code § 4 -37-206(a), concerning the information 1
required in the annual report of a limit ed liability company, is amended to 2
read as follows: 3
(a) In the annual report required by § 26-54-105 § 4-25-111, a series 4
limited liability company shall include the name of each protected series of 5
the company: 6
(1) for which the company has previously delivered to the 7
Secretary of State for filing a protected series designation; and 8
(2) which has not dissolved and completed winding up. 9
10
SECTION 7. Arkansas Code § 4 -38-212(f), concerning a limited liability 11
company's annual report for the Secreta ry of State, is amended to read as 12
follows: 13
(f) A limited liability company has satisfied the annual report 14
requirements under this section if the requirements under the Arkansas 15
Corporate Franchise Tax Act of 1979, § 26-54-101 et seq., § 4-25-111 have 16
been met. 17
18
SECTION 8. Arkansas Code § 19 -5-1227(b), concerning the Educational 19
Adequacy Fund, is amended to read as follows: 20
(b) After the Treasurer of State has made deductions from the revenues 21
under § 19-5-203(b)(2)(A), the Educational Adequac y Fund shall consist of: 22
(1) All net revenues collected due to enactments of the Eighty -23
Fourth General Assembly meeting in Second Extraordinary Session, unless a 24
different distribution of those additional net revenues is otherwise provided 25
in the act creating those additional net revenues; 26
(2) The revenues credited to the Educational Adequacy Fund under 27
§ 26-54-113(b)(2); 28
(3) The revenues generated by § 26 -52-302(d), § 26-52-316, § 26-29
52-317(c)(1)(C), § 26-52-319(a)(2)(C), § 26-53-107(d), § 26-53-145(c)(1)(C), 30
§ 26-53-148(a)(2)(C), § 26-56-224(c)(3), and § 26-57-1002(d)(1)(A)(ii); and 31
(4)(3) Other revenues as provided by l aw. 32
33
SECTION 9. Arkansas Code § 19 -6-201(3), concerning the enumeration of 34
general revenues, is repealed. 35
(3) Corporation franchise taxes, as enacted by Acts 1979, 36 As Engrossed: H3/27/23 HB1239
7 03-27-2023 10:55:01 JLL097
No. 889, known as the “Arkansas Corporate Franchise Tax Act of 1979”, and all 1
laws amendatory thereto, § 26 -54-101 et seq.; 2
3
SECTION 10. Arkansas Code Title 26, Chapter 54, is repealed. 4
Chapter 54 — Arkansas Corporate Franchise Tax Act of 1979 5
6
26-54-101. Title. 7
This chapter shall be known and may be cited as the “Arkansas Corporate 8
Franchise Tax Act of 1979”. 9
10
26-54-102. Definition. 11
(a) As used in this chapter, “corporation” means any corporation, 12
domestic and foreign, active and inactive, which is organized in or qualified 13
under the laws of the State of Arkansas and includes, but is not limited to, 14
any person or group of persons, any association, joint -stock company, 15
business trust, or other organizations with or without charter constituting a 16
separate legal entity of relationship with the purpose of obtaining some 17
corporate privilege or franchise which is not allowed to them as individuals 18
and which is exercising, or attempting to exercise, corporate -type acts, 19
whether or not existing by virtue of a particular statute. 20
(b) However, “corporation” does not include: 21
(1) Nonprofit corporations; 22
(2) Corporations which are organizations exempt from the federal 23
income tax; or 24
(3) Organizations formed under or governed by the Uniform 25
Partnership Act (1996), § 4 -46-101 et seq., or the Uniform Limited 26
Partnership Act (2001), § 4 -47-101 et seq. 27
28
26-54-103. Effect upon prior rights, etc. 29
This chapter does not affect rights or duties that matured, liabilities 30
or penalties that were incurred, or proceedings begun before January 1, 1980. 31
32
26-54-104. Annual franchise tax. 33
Unless exempted under § 26-54-105, every corporation shall file an 34
annual franchise tax report and pay an annual franchise tax as follows: 35
(1)(A) Each life, fire, accident, surety, liability, steam 36 As Engrossed: H3/27/23 HB1239
8 03-27-2023 10:55:01 JLL097
boiler, tornado, health, or other kind of insurance company of wha tever 1
nature, having an outstanding capital stock of less than five hundred 2
thousand dollars ($500,000) shall pay three hundred dollars ($300). 3
(B) Each company having an outstanding capital stock of 4
five hundred thousand dollars ($500,000) or more shall pay four hundred 5
dollars ($400); 6
(2)(A) Each legal reserve mutual insurance corporation having 7
assets of less than one hundred million dollars ($100,000,000) shall pay 8
three hundred dollars ($300). 9
(B) Each corporation having assets of one hun dred million 10
dollars ($100,000,000) or more shall pay four hundred dollars ($400); 11
(3) Each mutual assessment insurance corporation shall pay three 12
hundred dollars ($300); 13
(4)(A) Each mortgage loan corporation shall pay an amount 14
equivalent to three-tenths of one percent (0.3%) of that proportion of the 15
par value of its outstanding capital stock that its aggregate outstanding 16
loans made in Arkansas bears to the total aggregate outstanding loans made in 17
all states. 18
(B) No corporation shall pay an annual tax of less than 19
three hundred dollars ($300); 20
(5) Each corporation, other than those in subdivisions (2) -(4) 21
of this section, without authorized capital stock shall pay three hundred 22
dollars ($300); 23
(6)(A) Each corporation, other than those i n subdivisions (1)-24
(5) of this section, shall pay an amount equivalent to three -tenths of one 25
percent (0.3%) of that proportion of the par value of its outstanding capital 26
stock that the value of its real and personal property in Arkansas bears to 27
the total value of the real and personal property of the corporation. 28
(B) No corporation shall pay an annual tax of less than 29
one hundred fifty dollars ($150); 30
(7) Each corporation actually and actively in the process of 31
liquidation and which does not rent or lease its property but which retains 32
its corporate charter or authority for the sole purpose of winding up its 33
affairs shall pay an annual tax as provided in subdivision (6) of this 34
section or an amount equivalent to three -tenths of one percent (0.3%) o f the 35
value of its real and tangible personal property in Arkansas, whichever is 36 As Engrossed: H3/27/23 HB1239
9 03-27-2023 10:55:01 JLL097
smaller, but in no instance shall the tax be less than one hundred fifty 1
dollars ($150); and 2
(8) An organization formed pursuant to the Uniform Limited 3
Liability Company Ac t, § 4-38-101 et seq., shall pay the minimum franchise 4
tax. 5
6
26-54-105. Franchise tax reports. 7
(a)(1) The Secretary of State shall furnish report forms to each 8
corporation subject to this chapter by mailing them to the corporation's 9
current agent for se rvice or other person identified by the corporation. 10
(2) When filing the franchise tax report, a corporation may 11
state who is to receive a franchise tax form the following year if that 12
person is different from the agent for service on file for the corpo ration at 13
that time. 14
(b) A corporation that fails to receive the report forms by March 20 15
of the reporting year shall make written request for them to the Secretary of 16
State on or before March 31. 17
(c)(1) Each corporation subject to the requirements of this chapter 18
shall file a franchise tax report with the Secretary of State that shows the 19
condition and status of the corporation as of the close of business on the 20
last day of the corporation's preceding fiscal year and other information 21
required by the Secretary of State. 22
(2)(A) The franchise tax as computed on the report shall be 23
remitted with the franchise tax report. 24
(B) The franchise tax as computed on the report shall be 25
remitted with the franchise tax report on or before May 1 of the reportin g 26
year for franchise tax due. 27
(d)(1) Every corporation that dissolves shall be required to pay at 28
the time of dissolution the franchise tax for the prior calendar year and pay 29
at the time of dissolution the minimum franchise tax for the year in which 30
dissolved or withdrawn. 31
(2) Any newly formed corporation shall not be required to file a 32
franchise tax report until the calendar year immediately following the 33
calendar year of incorporation. 34
(e)(1) When the par value of the shares of a corporation is re quired 35
to be stated in any franchise tax report and the shares of the corporation 36 As Engrossed: H3/27/23 HB1239
10 03-27-2023 10:55:01 JLL097
are without par value, the number of shares shall be stated. 1
(2) For the purpose of computing the franchise tax prescribed by 2
this chapter, shares of no par value shall be considered to be of the par 3
value of twenty-five dollars ($25.00) per share. 4
(f) Each corporation which pays its tax computed by the full 5
assessment of capital stock or property shall not be required to report the 6
value of its real and personal property within or without this state. 7
(g)(1) Every franchise tax report shall contain the following 8
statement: 9
“I declare, under the penalties of perjury, that the 10
foregoing statements are true to the best of my knowledge and belief.” 11
(2) The statement sh all be signed by the president, vice 12
president, secretary, treasurer, or controller of the corporation or other 13
authorized person. 14
(h)(1) All information contained in a franchise tax report shall be 15
confidential and not available for public inspection, e xcept for the 16
following: 17
(A) The name and address of the corporation; 18
(B) The name of the corporation's president, vice 19
president, secretary, treasurer, and controller; 20
(C) The total authorized capital stock with par value; 21
(D) The total issued and outstanding capital stock with 22
par value; and 23
(E) The state of incorporation. 24
(2) In the case of a franchise tax report filed by an 25
organization formed under the Uniform Limited Liability Company Act, § 4 -38-26
101 et seq., the names of members, except those designated in the 27
organizations' franchise tax report as a manager, president, vice president, 28
secretary, treasurer, or controller of the organization, shall be 29
confidential and not available for public inspection unless the organizat ion 30
has no registered agent for service of process. 31
32
26-54-107. Computation of tax — Penalty — Relief. 33
(a) Using the information reported on the franchise tax report under § 34
26-54-105 and any other information received by him or her bearing upon the 35
subject, the Secretary of State shall compute the amount of tax of each 36 As Engrossed: H3/27/23 HB1239
11 03-27-2023 10:55:01 JLL097
corporation at the rate or rates provided by this chapter. 1
(b)(1)(A) If the taxpayer fails to comply with the filing and 2
remittance requirements under § 26 -54-105(c), the Secretary of S tate shall 3
assess the corporation a penalty of twenty -five dollars ($25.00) plus 4
interest on the tax and penalty from the date due until paid at the rate of 5
ten percent (10%) per year. 6
(B) However, the franchise tax, penalty, and interest for 7
any tax year shall not exceed two (2) times the corporation's tax owed. 8
(2) On or before November 1 of each year, the Secretary of State 9
shall mail notice to the corporation at its last known address stating that 10
the corporation is subject to forfeiture of its c orporate charter under § 26 -11
54-111 for the failure to pay corporate franchise tax. 12
(c) The Secretary of State or his or her designee may agree to settle 13
or compromise a dispute concerning interest or penalties associated with 14
corporate franchise taxes if the taxpayer: 15
(1) Disputes the proposed amount; or 16
(2) Is insolvent or bankrupt. 17
(d)(1) The Secretary of State may waive any accrued interest or 18
assessed penalties imposed on a taxpayer due to a failure to remit corporate 19
franchise taxes under § 2 6-54-105(c), if: 20
(A) The taxpayer is reasonably mistaken about the 21
application of this chapter or the computation of the franchise tax to the 22
corporation; or 23
(B) A taxpayer cannot pay the accrued interest or assessed 24
penalties because of the taxpay er's insolvency or bankruptcy. 25
(2) The Secretary of State may waive any fees that a taxpayer 26
owes if the taxpayer desires to dissolve the corporation. 27
(3) If a taxpayer demonstrates that a corporation was not doing 28
business in the state for the perio d for which penalties and interest are 29
owed under this section, the Secretary of State shall waive the amount due 30
under this section if the taxpayer demonstrates that the taxpayer intends to 31
dissolve the corporation. 32
(e) If the parties cannot resolve the dispute, the parties may pursue 33
any other remedy available to them, including without limitation remedies 34
available under the Arkansas Administrative Procedure Act, § 25 -15-201 et 35
seq. 36 As Engrossed: H3/27/23 HB1239
12 03-27-2023 10:55:01 JLL097
(f) The Secretary of State shall develop guidelines to assist a 1
taxpayer in resolving a corporate franchise tax dispute. 2
3
26-54-108. Taxes and penalties as lien. 4
The taxes and penalties required to be paid by this chapter shall be a 5
first lien on all property of the corporation, whether or not the property is 6
employed by the corporation in the prosecution of its business or is in the 7
hands of an assignee, receiver, or trustee. 8
9
26-54-109. Lists of corporations to be prepared. 10
(a)(1) The Bank Commissioner, Insurance Commissioner, and any other 11
officer or agency of the s tate authorized to issue corporate permits or 12
authorities to do business in this state shall prepare and maintain a correct 13
list of all corporations organizing or qualifying through their respective 14
offices or agencies. 15
(2) Each official or agency shall file with the Secretary of 16
State a monthly report showing: 17
(A) The name and address of each new corporation organized 18
or qualified; 19
(B) The authorized and outstanding capital stock; 20
(C) The name changes, mergers, charter forfeitures, or 21
withdrawals; 22
(D) The name and address of each corporation that has 23
provided official notification regarding the dissolution of the corporation; 24
and 25
(E) All other information concerning the corporation 26
required by the Secretary of State. 27
(b) Upon request of the Secretary of State, each official or agency 28
shall prepare and certify to the Secretary of State a complete list of the 29
names and addresses of all corporations that have organized or qualified 30
through their respective office or agency and that are subject to the 31
provisions of this chapter. 32
(c) Officials or agencies of the state, county, or municipalities 33
authorized to issue permits shall notify each corporation receiving a permit 34
of the requirements to register the corporation with the Secretary of State 35
before conducting business in Arkansas. 36 As Engrossed: H3/27/23 HB1239
13 03-27-2023 10:55:01 JLL097
(d)(1) A corporation filing instruments providing for the organization 1
of any common law or statutory trust or similar organization with any county 2
clerk, or other clerk of the various counties of this sta te, shall file them 3
in duplicate. 4
(2) The clerk receiving the documents for filing or recordation 5
shall file mark them and forward the file -marked duplicate to the Secretary 6
of State. 7
(e)(1) The Secretary of the Department of Finance and Administratio n 8
shall provide the Secretary of State a list of corporations doing business in 9
this state and filing tax reports with the Department of Finance and 10
Administration. 11
(2) However, the Secretary of the Department of Finance and 12
Administration shall not inc lude any information deemed confidential by any 13
other law. 14
15
26-54-110. Dissolution or withdrawal by corporations. 16
Applications for dissolution or withdrawal by a corporation, 17
association, or organization cannot be accepted by the authority that 18
initially authorized or granted an authority to the corporation to do 19
business in Arkansas until receipt of a statement verified by the Secretary 20
of State that the franchise tax due has been paid. 21
22
26-54-111. Charter forfeiture for failure to pay tax — Procedure. 23
(a) On or before January 31 of each year, the Secretary of State shall 24
proclaim as forfeited the corporate charters or authorities of all 25
corporations, both domestic and foreign, that according to the Secretary of 26
State's records are delinquent in the pa yment of the annual franchise tax for 27
a prior year. 28
(b)(1) A copy of the proclamation, or applicable portion thereof, 29
shall be furnished to each other official or agency of the state that is 30
authorized to issue corporation charters or authorities. 31
(2) Upon their receipt of the proclamation, the several 32
officials shall at once correct their respective records in accordance with 33
the proclamation. 34
35
26-54-112. Reinstatement of corporations. 36 As Engrossed: H3/27/23 HB1239
14 03-27-2023 10:55:01 JLL097
(a)(1)(A)(i) A corporation whose charter or permit authority to do 1
business in the state has been declared forfeited by proclamation of the 2
Governor or the Secretary of State may be reinstated to all its rights, 3
powers, and property. 4
(ii) Reinstatement shall be retroactive to the time 5
that the corporation's autho rity to do business in the state was declared 6
forfeited. 7
(B) The reinstatement shall be made after the filing of 8
all delinquent franchise tax reports satisfactory to the Secretary of State 9
and the payment of all taxes and penalties due for each year of delinquency. 10
(2) However, reinstatement is not allowed after seven (7) years 11
from the date the charter or permit authority to do business in the state was 12
declared forfeited by proclamation of the Governor or the Secretary of State. 13
(b) If the Secretary of State issued the original corporate charter, 14
permit, or authority, the Secretary of State shall reinstate the corporation 15
upon payment by the corporation of all amounts due, as provided in subsection 16
(a) of this section. 17
(c)(1) If the original cor porate charter, permit, or authority was 18
issued by an official other than the Secretary of State, the official shall 19
reinstate the corporation upon the corporation's filing with the official the 20
receipt of the Secretary of State showing payment of all amou nts due, as 21
provided in subsection (a) of this section. 22
(2) Thereafter, the corporation shall stand in all respects as 23
though its name had never been declared forfeited. 24
25
26-54-113. Disposition of funds. 26
(a) All taxes and penalties collected under the provisions of this 27
chapter each month shall be deposited into the State Treasury to the credit 28
of the Revenue Holding Fund Account of the State Apportionment Fund. 29
(b)(1) On or before the fifth day of the following month, the 30
Treasurer of State shall allocate and transfer the taxes and penalties 31
collected to the General Revenue Fund Account of the State Apportionment Fund 32
until a total of eight million dollars ($8,000,000) has been transferred 33
during a fiscal year. 34
(2) After the transfers required by subdivision (b)(1) of this 35
section have been made, the taxes and penalties collected under this chapter 36 As Engrossed: H3/27/23 HB1239
15 03-27-2023 10:55:01 JLL097
during the remainder of the fiscal year shall be special revenues, and the 1
Treasurer of State shall transfer the taxes and penalties collected to the 2
Educational Adequacy Fund after making the deductions required by § 19 -5-3
203(b)(2). 4
5
26-54-114. Nonpayment of franchise taxes — Definitions. 6
(a) A corporation or limited liability company is not allowed to file 7
any forms or documentation related to tha t corporation or limited liability 8
company if the corporation or limited liability company owes past -due 9
franchise taxes to the Secretary of State. 10
(b) A person is not allowed to file any initial forms or documentation 11
with the Secretary of State to crea te any legal entity in the State of 12
Arkansas or to obtain authority to do business in the State of Arkansas if 13
that person is substantially connected to any corporation or limited 14
liability company that owes past -due franchise taxes to the Secretary of 15
State. 16
(c) As used in this section: 17
(1) “Past-due franchise taxes” means only those taxes owed three 18
(3) years prior to the year in which the current filing is presented; 19
(2) “Past officer or director” means a person who was associated 20
with the corporation or limited liability company during the time that its 21
charter was revoked for nonpayment of franchise taxes; and 22
(3) “Substantially connected” means a present officer or 23
director or a past officer or director of a corporation. 24
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/s/Underwood 26
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