Arkansas 2023 Regular Session

Arkansas Senate Bill SB207 Compare Versions

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11 Stricken language would be deleted from and underlined language would be added to present law.
2-Act 459 of the Regular Session
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54 State of Arkansas As Engrossed: H3/15/23 1
65 94th General Assembly A Bill 2
76 Regular Session, 2023 SENATE BILL 207 3
87 4
98 By: Senator B. Johnson 5
109 By: Representative Richmond 6
1110 7
1211 For An Act To Be Entitled 8
1312 AN ACT TO MODIFY THE ARKANSAS CORPORATE F RANCHISE TAX 9
1413 ACT OF 1979; TO CREA TE THE SECRETARY OF STATE 10
1514 BUSINESS AND COMMERC IAL SERVICES ELECTRO NIC FILING 11
1615 SYSTEM SPECIAL FUND; AND FOR OTHER PURPOSES. 12
1716 13
1817 14
1918 Subtitle 15
2019 TO MODIFY THE ARKANSAS CORPORATE 16
2120 FRANCHISE TAX ACT OF 1979; AND TO CREATE 17
2221 THE SECRETARY OF STATE BUSINESS AND 18
2322 COMMERCIAL SERVICES ELECTRONIC FILING 19
2423 SYSTEM SPECIAL FUND. 20
2524 21
2625 22
2726 BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF ARKANSAS: 23
2827 24
2928 SECTION 1. Arkansas Code § 4 -27-1622(a)(4), concerning the location of 25
3029 a corporation's principal office for annual franchise tax reports under the 26
3130 Arkansas Business Corporation Act of 1987, is amended to read as follows: 27
3231 (4) the address of its principal office, as defined in § 4-27-28
3332 140, wherever it is located; 29
3433 30
3534 SECTION 2. Arkansas Code § 19 -6-301, concerning the enumeration 31
3635 of special revenues, is amended to add an additional subsection to read as 32
3736 follows: 33
3837 (274) Processing fees colle cted under § 26-54-104(b)(1). 34
3938 35
4039 SECTION 3. Arkansas Code Title 19, Chapter 6, Subchapter 8, is amended 36 As Engrossed: H3/15/23 SB207
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4544 to add an additional section to read as follows: 1
4645 19-6-844. Secretary of State Business and Commercial Services 2
4746 Electronic Filing System Fund. 3
4847 (a) There is created on the books of the Treasurer of State, the 4
4948 Auditor of State, and the Chief Fiscal Officer of the State a special revenue 5
5049 fund to be known as the "Secretary of State Business and Commercial Services 6
5150 Electronic Filing System Fund". 7
5251 (b) The fund shall consist of: 8
5352 (1) The processing fees collected under § 26-54-104(b)(1); and 9
5453 (2) Any other revenues as may be authorized by law. 10
5554 (c) The fund shall be used by the Secretary of State to pay for the 11
5655 maintenance and support of the business and commercial services electronic 12
5756 filing system of the Secretary of State. 13
5857 (d) The fund may be used by the Secretary of State to issue refunds 14
5958 and reimbursements of processing fees collected for the annual franchise tax. 15
6059 16
6160 SECTION 4. Arkansas Code § 26-54-102(a), concerning the definition of 17
6261 "corporation" used in the Arkansas Corporate Franchise Tax Act of 1979, is 18
6362 amended to read as follows: 19
6463 (a) As used in this chapter, “corporation” means any corporation or 20
6564 limited liability company , domestic and foreign, active and inactive, which 21
6665 is organized in or qualified under the laws of the State of Arkansas and 22
6766 includes, but is not limited to, any person or group of persons, any 23
6867 association, joint-stock company, business trust, or other organizations with 24
6968 or without charter constituting a separate legal entity of relationship with 25
7069 the purpose of obtaining some corporate privilege or franchise which is not 26
7170 allowed to them as individuals and which is exercising, or attempting to 27
7271 exercise, corporate-type acts, whether or not existing by virtue of a 28
7372 particular statute. 29
7473 30
7574 SECTION 5. Arkansas Code § 26 -54-104 is amended to read as follows: 31
7675 26-54-104. Annual franchise tax. 32
7776 (a) Unless exempted under § 26 -54-105, every corporation shall file an 33
7877 annual franchise tax report and pay an annual franchise tax as follows: 34
7978 (1)(A) Each life, fire, accident, surety, liability, steam 35
8079 boiler, tornado, health, or other kind of insurance c ompany of whatever 36 As Engrossed: H3/15/23 SB207
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8584 nature, having an outstanding capital stock of less than five hundred 1
8685 thousand dollars ($500,000) shall pay three hundred dollars ($300). 2
8786 (B) Each company having an outstanding capital stock of 3
8887 five hundred thousand dollars ($500,000 ) or more shall pay four hundred 4
8988 dollars ($400); 5
9089 (2)(A) Each legal reserve mutual insurance corporation having 6
9190 assets of less than one hundred million dollars ($100,000,000) shall pay 7
9291 three hundred dollars ($300). 8
9392 (B) Each corporation having assets of one hundred million 9
9493 dollars ($100,000,000) or more shall pay four hundred dollars ($400); 10
9594 (3) Each mutual assessment insurance corporation shall pay three 11
9695 hundred dollars ($300); 12
9796 (4)(A) Each mortgage loan corporation shall pay an amount 13
9897 equivalent to three-tenths of one percent (0.3%) of that proportion of the 14
9998 par value of its outstanding capital stock that its aggregate outstanding 15
10099 loans made in Arkansas bears to the total aggregate outstanding loans made in 16
101100 all states. 17
102101 (B) No corporation shal l pay an annual tax of less than 18
103102 three hundred dollars ($300); 19
104103 (5) Each corporation, other than those in subdivisions (2) -(4) 20
105104 of this section, without authorized capital stock shall pay three hundred 21
106105 dollars ($300); 22
107106 (6)(A) Each corporation, other tha n those in subdivisions (1) -23
108107 (5) of this section, shall pay an amount equivalent to three -tenths of one 24
109108 percent (0.3%) of that proportion of the par value of its outstanding capital 25
110109 stock that the value of its real and personal property in Arkansas bears to 26
111110 the total value of the real and personal property of the corporation. 27
112111 (B) No corporation shall pay an annual tax of less than 28
113112 one hundred fifty dollars ($150); 29
114113 (7) Each corporation actually and actively in the process of 30
115114 liquidation and which does not rent or lease its property but which retains 31
116115 its corporate charter or authority for the sole purpose of winding up its 32
117116 affairs shall pay an annual tax as provided in subdivision (6) of this 33
118117 section or an amount equivalent to three -tenths of one percent (0.3%) of the 34
119118 value of its real and tangible personal property in Arkansas, whichever is 35
120119 smaller, but in no instance shall the tax be less than one hundred fifty 36 As Engrossed: H3/15/23 SB207
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125124 dollars ($150); and 1
126125 (8) An organization formed pursuant to the Uniform Limited 2
127126 Liability Company Act, § 4-38-101 et seq., shall pay the minimum franchise 3
128127 tax. 4
129128 (b)(1) In addition to the filing fees prescribed by law, the Secretary 5
130129 of State shall collect a processing fee for each document required under this 6
131130 chapter when delivered by electronic means. 7
132131 (2) The processing fee collected by the Secretary of State under 8
133132 subdivision (b)(1) of this section shall be: 9
134133 (A) Four dollars ($4.00) when the filing fee is fifty 10
135134 dollars ($50.00) or less; 11
136135 (B) Five dollars ($5.00) when the filing fee is between 12
137136 fifty-one dollars ($51.00) and one hundred sixty -seven dollars ($167.00); and 13
138137 (C) Three percent (3%) of the total amount of the filing 14
139138 fee if the filing fee is more than one hundred sixty -seven dollars ($167.00). 15
140139 16
141140 SECTION 6. Arkansas Code § 26-54-105(a)-(c), concerning the filing of 17
142141 a franchise tax report under the Arkansas Corporate Franchise Act of 1979, is 18
143142 amended to read as follows: 19
144143 (a)(1) The Secretary of State shall furnish report forms notice to 20
145144 each corporation subject to this chapter by mailing or emailing them the 21
146145 notice to the corporation's current agent for service or other person 22
147146 identified by the corporation. 23
148147 (2) When filing the franchise tax report, a corporation may 24
149148 state who is to receive a franchise tax form the following year if that 25
150149 person is different from the agent for service on file for the corporation at 26
151150 that time. 27
152151 (b) A corporation that fails to receive the report forms the notice 28
153152 under subdivision (a)(1) of this section by March 20 of the reporting year 29
154153 shall make written request for them the notice to the Secretary of State on 30
155154 or before March 31. 31
156155 (c)(1) Each corporation subject to the requirements of this chapter 32
157156 shall file a franchise tax report with the Secretary of State that shows the 33
158157 condition and status of the corporation as of the close of business on the 34
159158 last day of the corporation's preceding fiscal year calendar year and other 35
160159 information required by the Secretary of State. 36 As Engrossed: H3/15/23 SB207
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165164 (2)(A) The franchise tax as comp uted on the report shall be 1
166165 remitted with the franchise tax report. 2
167166 (B) The franchise tax as computed on the report shall be 3
168167 remitted with the franchise tax report on or before May 1 of the reporting 4
169168 year for franchise tax due. 5
170169 6
171170 SECTION 7. Arkansas Code § 26-54-105(g) and (h), concerning the 7
172171 requirements of a franchise tax report under the Arkansas Corporate Franchise 8
173172 Act of 1979, is amended to read as follows: 9
174173 (g)(1) Every franchise tax report shall contain the following 10
175174 statement: 11
176175 “I declare, under the penalties of perjury, that the foregoing statements are 12
177176 true to the best of my knowledge and belief.” 13
178177 (2) The statement shall be signed by the president, vice 14
179178 president, secretary, treasurer, or controller of the corporation or any 15
180179 other authorized person individual as determined by the Secretary of State . 16
181180 (h)(1) All information contained in a franchise tax report shall be 17
182181 confidential and not available for public inspection, except for the 18
183182 following Only the following information contained in a franchise tax report 19
184183 shall be available for public inspection : 20
185184 (A) The name and address of the corporation; 21
186185 (B) The name of the corporation's president, vice 22
187186 president, secretary, treasurer, and controller; 23
188187 (C) The total authorized capital sto ck with par value; 24
189188 (D) The total issued and outstanding capital stock with 25
190189 par value; and 26
191190 (E) The state of incorporation. 27
192191 (2) In the case of a franchise tax report filed by an 28
193192 organization formed under the Uniform Limited Liability Company Act, § 4-38-29
194193 101 et seq., the names of members, except those designated in the 30
195194 organizations' franchise tax report as a manager, president, vice president, 31
196195 secretary, treasurer, or controller of the organization, shall be 32
197196 confidential and not available for publi c inspection unless the organization 33
198197 has no registered agent for service of process. 34
199198 35
200199 SECTION 8. Arkansas Code § 26 -54-107(b)(2), concerning the penalty for 36 As Engrossed: H3/15/23 SB207
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205204 failure to file and remit a franchise tax report under the Arkansas Corporate 1
206205 Franchise Tax Act of 1979, is amended to read as follows: 2
207206 (2) On or before November 1 of each year, the Secretary of State 3
208207 shall mail notice to the corporation at its last known address stating that 4
209208 the corporation is subject to forfeiture revocation of its corporate charter 5
210209 under § 26-54-111 for the failure to pay corporate franchise tax. 6
211210 7
212211 SECTION 9. Arkansas Code § 26 -54-111 is amended to read as follows: 8
213212 26-54-111. Charter forfeiture revocation for failure to pay tax — 9
214213 Procedure. 10
215214 (a) On or before January 31 of each year, the Secretary of State shall 11
216215 proclaim as forfeited revoked the corporate charters or authorities of all 12
217216 corporations, both domestic and foreign, that according to the Secretary of 13
218217 State's records are delinquent in the payment o f the annual franchise tax for 14
219218 a prior year. 15
220219 (b)(1) A copy of the proclamation under subsection (a) of this 16
221220 section, or applicable portion thereof, shall be furnished to each other 17
222221 official or agency of the state that is authorized to issue corporation 18
223222 charters or authorities. 19
224223 (2) Upon their receipt of the proclamation, the several 20
225224 officials shall at once correct their respective records in accordance with 21
226225 the proclamation. 22
227226 23
228227 SECTION 10. Arkansas Code § 26 -54-112 is amended to read as follows: 24
229228 26-54-112. Reinstatement of corporations. 25
230229 (a)(1)(A)(i) A corporation whose charter or permit authority to do 26
231230 business in the state has been declared forfeited revoked by proclamation of 27
232231 the Governor or the Secretary of State may be reinstated to all its rights , 28
233232 powers, and property. 29
234233 (ii) Reinstatement shall be retroactive to the time 30
235234 that the corporation's authority to do business in the state was declared 31
236235 forfeited revoked. 32
237236 (B) The reinstatement shall be made after the filing of 33
238237 all delinquent franchi se tax reports satisfactory to the Secretary of State 34
239238 and the payment of all taxes and penalties due for each year of delinquency. 35
240239 (2) However, reinstatement is not allowed after seven (7) five 36 As Engrossed: H3/15/23 SB207
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245244 (5) years from the date the charter or permit authority to do business in the 1
246245 state if the corporation was is declared: 2
247246 (A) forfeited Revoked by proclamation of the Governor or 3
248247 the Secretary of State ; and 4
249248 (B) A forfeited charter . 5
250249 (b) If the Secretary of State issued the original corporate charter, 6
251250 permit, or authority, the Secretary of State shall reinstate the corporation 7
252251 upon payment by the corporation of all amounts due, as provided in subsection 8
253252 (a) of this section. 9
254253 (c)(1) If the original corporate charter, permit, or authority was 10
255254 issued by an official other than the Secretary of State, the official shall 11
256255 reinstate the corporation upon the corporation's filing with the official the 12
257256 receipt of the Secretary of State showing payment of all amounts due, as 13
258257 provided in subsection (a) of this secti on. 14
259258 (2) Thereafter, the corporation shall stand in all respects as 15
260259 though its name had never been declared forfeited revoked. 16
261260 17
262261 SECTION 11. Arkansas Code § 26 -54-114 is amended to read as follows: 18
263262 26-54-114. Nonpayment of franchise taxes — Definitions. 19
264263 (a) A corporation or limited liability company is not allowed to file 20
265264 any forms or documentation related to that corporation or limited liability 21
266265 company if the corporation or limited liability company owes owing past-due 22
267266 franchise taxes to the Secret ary of State may not: 23
268267 (1) File forms or documents related to that corporation or 24
269268 limited liability company; 25
270269 (2) Create a new legal entity in this state; or 26
271270 (3) Obtain authority to do business in this state . 27
272271 (b) A person or individual is not allowed to file any initial forms or 28
273272 documentation with the Secretary of State to create any legal entity in the 29
274273 State of Arkansas or to obtain authority to do business in the State of 30
275274 Arkansas if that person is substantially connected to any corporation or 31
276275 limited liability company that owes past -due franchise taxes to the Secretary 32
277276 of State may not: 33
278277 (1) File forms or documents related to that corporation or 34
279278 limited liability company; 35
280279 (2) Create a new legal entity in this state; or 36 As Engrossed: H3/15/23 SB207
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285284 (3) Obtain authority to do business in this state . 1
286285 (c) As used in this section: 2
287286 (1) “Past-due franchise taxes” means only those taxes owed three 3
288287 (3) years prior to the year in which the current filing is presented; 4
289288 (2) “Past officer or director” means a person or individual who 5
290289 was associated with the corporation or limited liability company during the 6
291290 at any time that its charter was revoked during its charter that the 7
292291 corporation or limited liability company was responsible for nonpayment of 8
293292 franchise taxes; and 9
294293 (3) “Substantially connected” means a present officer , or 10
295294 director, member, or manager or a past officer, or director, member, or 11
296295 manager of a corporation. 12
297296 (d) An individual who is an incorporator or organizer of a corporation 13
298297 or limited liability company shall not be considered to be substantially 14
299298 connected to a corporation or limited liability company that owes past -due 15
300299 franchise taxes to the Secretary of State. 16
301300 (e) Each corporation, subject to this chapter, shall file with its 17
302301 original articles of incorporation or certificate of organization the name of 18
303302 at least one (1) individual who is substantially connected to the corporation 19
304303 and is responsible for payment of franchise taxes. 20
305304 (f) Any current or past officer or director that has been added to a 21
306305 corporation without their permission shall be removed as an officer or 22
307306 director of the corporation by the Secretary of State and not held 23
308307 responsible for past -due franchise taxes, if the officer or director submits: 24
309308 (1) A copy of a report filed wit h a local, state, or federal law 25
310309 enforcement entity that states the officer or director has been fraudulently 26
311310 added to the corporation; and 27
312311 (2) A statement, prescribed by the Secretary of State, signed by 28
313312 the officer or director, that states the officer or director was added to the 29
314313 corporation without their permission, with the following declaration: 30
315314 "I declare, under the penalties of perjury, that the foregoing statements are 31
316315 true to the best of my knowledge and belief." 32
317316 33
318317 SECTION 12. Arkansas Code Tit le 26, Chapter 54, Subchapter 1, is 34
319318 amended to add an additional section to read as follows: 35
320319 26-54-116. Powers of Secretary of State. 36 As Engrossed: H3/15/23 SB207
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325324 The Secretary of State is authorized to perform any of the duties that 1
326325 are required of him or her under this chapter. 2
327326 3
328327 /s/B. Johnson 4
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