3 | 2 | | *ANS117* 03-15-2023 09:42:48 ANS117 |
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4 | 3 | | |
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5 | 4 | | State of Arkansas As Engrossed: H3/15/23 1 |
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6 | 5 | | 94th General Assembly A Bill 2 |
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7 | 6 | | Regular Session, 2023 SENATE BILL 207 3 |
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8 | 7 | | 4 |
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9 | 8 | | By: Senator B. Johnson 5 |
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10 | 9 | | By: Representative Richmond 6 |
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11 | 10 | | 7 |
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12 | 11 | | For An Act To Be Entitled 8 |
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13 | 12 | | AN ACT TO MODIFY THE ARKANSAS CORPORATE F RANCHISE TAX 9 |
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14 | 13 | | ACT OF 1979; TO CREA TE THE SECRETARY OF STATE 10 |
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15 | 14 | | BUSINESS AND COMMERC IAL SERVICES ELECTRO NIC FILING 11 |
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16 | 15 | | SYSTEM SPECIAL FUND; AND FOR OTHER PURPOSES. 12 |
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17 | 16 | | 13 |
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18 | 17 | | 14 |
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19 | 18 | | Subtitle 15 |
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20 | 19 | | TO MODIFY THE ARKANSAS CORPORATE 16 |
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21 | 20 | | FRANCHISE TAX ACT OF 1979; AND TO CREATE 17 |
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22 | 21 | | THE SECRETARY OF STATE BUSINESS AND 18 |
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23 | 22 | | COMMERCIAL SERVICES ELECTRONIC FILING 19 |
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24 | 23 | | SYSTEM SPECIAL FUND. 20 |
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25 | 24 | | 21 |
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26 | 25 | | 22 |
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27 | 26 | | BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF ARKANSAS: 23 |
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28 | 27 | | 24 |
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29 | 28 | | SECTION 1. Arkansas Code § 4 -27-1622(a)(4), concerning the location of 25 |
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30 | 29 | | a corporation's principal office for annual franchise tax reports under the 26 |
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31 | 30 | | Arkansas Business Corporation Act of 1987, is amended to read as follows: 27 |
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32 | 31 | | (4) the address of its principal office, as defined in § 4-27-28 |
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33 | 32 | | 140, wherever it is located; 29 |
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34 | 33 | | 30 |
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35 | 34 | | SECTION 2. Arkansas Code § 19 -6-301, concerning the enumeration 31 |
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36 | 35 | | of special revenues, is amended to add an additional subsection to read as 32 |
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37 | 36 | | follows: 33 |
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38 | 37 | | (274) Processing fees colle cted under § 26-54-104(b)(1). 34 |
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39 | 38 | | 35 |
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40 | 39 | | SECTION 3. Arkansas Code Title 19, Chapter 6, Subchapter 8, is amended 36 As Engrossed: H3/15/23 SB207 |
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41 | 40 | | |
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43 | 42 | | |
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44 | 43 | | |
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45 | 44 | | to add an additional section to read as follows: 1 |
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46 | 45 | | 19-6-844. Secretary of State Business and Commercial Services 2 |
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47 | 46 | | Electronic Filing System Fund. 3 |
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48 | 47 | | (a) There is created on the books of the Treasurer of State, the 4 |
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49 | 48 | | Auditor of State, and the Chief Fiscal Officer of the State a special revenue 5 |
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50 | 49 | | fund to be known as the "Secretary of State Business and Commercial Services 6 |
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51 | 50 | | Electronic Filing System Fund". 7 |
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52 | 51 | | (b) The fund shall consist of: 8 |
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53 | 52 | | (1) The processing fees collected under § 26-54-104(b)(1); and 9 |
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54 | 53 | | (2) Any other revenues as may be authorized by law. 10 |
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55 | 54 | | (c) The fund shall be used by the Secretary of State to pay for the 11 |
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56 | 55 | | maintenance and support of the business and commercial services electronic 12 |
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57 | 56 | | filing system of the Secretary of State. 13 |
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58 | 57 | | (d) The fund may be used by the Secretary of State to issue refunds 14 |
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59 | 58 | | and reimbursements of processing fees collected for the annual franchise tax. 15 |
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60 | 59 | | 16 |
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61 | 60 | | SECTION 4. Arkansas Code § 26-54-102(a), concerning the definition of 17 |
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62 | 61 | | "corporation" used in the Arkansas Corporate Franchise Tax Act of 1979, is 18 |
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63 | 62 | | amended to read as follows: 19 |
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64 | 63 | | (a) As used in this chapter, “corporation” means any corporation or 20 |
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65 | 64 | | limited liability company , domestic and foreign, active and inactive, which 21 |
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66 | 65 | | is organized in or qualified under the laws of the State of Arkansas and 22 |
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67 | 66 | | includes, but is not limited to, any person or group of persons, any 23 |
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68 | 67 | | association, joint-stock company, business trust, or other organizations with 24 |
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69 | 68 | | or without charter constituting a separate legal entity of relationship with 25 |
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70 | 69 | | the purpose of obtaining some corporate privilege or franchise which is not 26 |
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71 | 70 | | allowed to them as individuals and which is exercising, or attempting to 27 |
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72 | 71 | | exercise, corporate-type acts, whether or not existing by virtue of a 28 |
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73 | 72 | | particular statute. 29 |
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74 | 73 | | 30 |
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75 | 74 | | SECTION 5. Arkansas Code § 26 -54-104 is amended to read as follows: 31 |
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76 | 75 | | 26-54-104. Annual franchise tax. 32 |
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77 | 76 | | (a) Unless exempted under § 26 -54-105, every corporation shall file an 33 |
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78 | 77 | | annual franchise tax report and pay an annual franchise tax as follows: 34 |
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79 | 78 | | (1)(A) Each life, fire, accident, surety, liability, steam 35 |
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80 | 79 | | boiler, tornado, health, or other kind of insurance c ompany of whatever 36 As Engrossed: H3/15/23 SB207 |
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81 | 80 | | |
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83 | 82 | | |
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84 | 83 | | |
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85 | 84 | | nature, having an outstanding capital stock of less than five hundred 1 |
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86 | 85 | | thousand dollars ($500,000) shall pay three hundred dollars ($300). 2 |
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87 | 86 | | (B) Each company having an outstanding capital stock of 3 |
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88 | 87 | | five hundred thousand dollars ($500,000 ) or more shall pay four hundred 4 |
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89 | 88 | | dollars ($400); 5 |
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90 | 89 | | (2)(A) Each legal reserve mutual insurance corporation having 6 |
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91 | 90 | | assets of less than one hundred million dollars ($100,000,000) shall pay 7 |
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92 | 91 | | three hundred dollars ($300). 8 |
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93 | 92 | | (B) Each corporation having assets of one hundred million 9 |
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94 | 93 | | dollars ($100,000,000) or more shall pay four hundred dollars ($400); 10 |
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95 | 94 | | (3) Each mutual assessment insurance corporation shall pay three 11 |
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96 | 95 | | hundred dollars ($300); 12 |
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97 | 96 | | (4)(A) Each mortgage loan corporation shall pay an amount 13 |
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98 | 97 | | equivalent to three-tenths of one percent (0.3%) of that proportion of the 14 |
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99 | 98 | | par value of its outstanding capital stock that its aggregate outstanding 15 |
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100 | 99 | | loans made in Arkansas bears to the total aggregate outstanding loans made in 16 |
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101 | 100 | | all states. 17 |
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102 | 101 | | (B) No corporation shal l pay an annual tax of less than 18 |
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103 | 102 | | three hundred dollars ($300); 19 |
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104 | 103 | | (5) Each corporation, other than those in subdivisions (2) -(4) 20 |
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105 | 104 | | of this section, without authorized capital stock shall pay three hundred 21 |
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106 | 105 | | dollars ($300); 22 |
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107 | 106 | | (6)(A) Each corporation, other tha n those in subdivisions (1) -23 |
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108 | 107 | | (5) of this section, shall pay an amount equivalent to three -tenths of one 24 |
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109 | 108 | | percent (0.3%) of that proportion of the par value of its outstanding capital 25 |
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110 | 109 | | stock that the value of its real and personal property in Arkansas bears to 26 |
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111 | 110 | | the total value of the real and personal property of the corporation. 27 |
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112 | 111 | | (B) No corporation shall pay an annual tax of less than 28 |
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113 | 112 | | one hundred fifty dollars ($150); 29 |
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114 | 113 | | (7) Each corporation actually and actively in the process of 30 |
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115 | 114 | | liquidation and which does not rent or lease its property but which retains 31 |
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116 | 115 | | its corporate charter or authority for the sole purpose of winding up its 32 |
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117 | 116 | | affairs shall pay an annual tax as provided in subdivision (6) of this 33 |
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118 | 117 | | section or an amount equivalent to three -tenths of one percent (0.3%) of the 34 |
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119 | 118 | | value of its real and tangible personal property in Arkansas, whichever is 35 |
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120 | 119 | | 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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121 | 120 | | |
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123 | 122 | | |
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124 | 123 | | |
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125 | 124 | | dollars ($150); and 1 |
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126 | 125 | | (8) An organization formed pursuant to the Uniform Limited 2 |
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127 | 126 | | Liability Company Act, § 4-38-101 et seq., shall pay the minimum franchise 3 |
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128 | 127 | | tax. 4 |
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129 | 128 | | (b)(1) In addition to the filing fees prescribed by law, the Secretary 5 |
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130 | 129 | | of State shall collect a processing fee for each document required under this 6 |
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131 | 130 | | chapter when delivered by electronic means. 7 |
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132 | 131 | | (2) The processing fee collected by the Secretary of State under 8 |
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133 | 132 | | subdivision (b)(1) of this section shall be: 9 |
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134 | 133 | | (A) Four dollars ($4.00) when the filing fee is fifty 10 |
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135 | 134 | | dollars ($50.00) or less; 11 |
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136 | 135 | | (B) Five dollars ($5.00) when the filing fee is between 12 |
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137 | 136 | | fifty-one dollars ($51.00) and one hundred sixty -seven dollars ($167.00); and 13 |
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138 | 137 | | (C) Three percent (3%) of the total amount of the filing 14 |
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139 | 138 | | fee if the filing fee is more than one hundred sixty -seven dollars ($167.00). 15 |
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140 | 139 | | 16 |
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141 | 140 | | SECTION 6. Arkansas Code § 26-54-105(a)-(c), concerning the filing of 17 |
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142 | 141 | | a franchise tax report under the Arkansas Corporate Franchise Act of 1979, is 18 |
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143 | 142 | | amended to read as follows: 19 |
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144 | 143 | | (a)(1) The Secretary of State shall furnish report forms notice to 20 |
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145 | 144 | | each corporation subject to this chapter by mailing or emailing them the 21 |
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146 | 145 | | notice to the corporation's current agent for service or other person 22 |
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147 | 146 | | identified by the corporation. 23 |
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148 | 147 | | (2) When filing the franchise tax report, a corporation may 24 |
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149 | 148 | | state who is to receive a franchise tax form the following year if that 25 |
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150 | 149 | | person is different from the agent for service on file for the corporation at 26 |
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151 | 150 | | that time. 27 |
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152 | 151 | | (b) A corporation that fails to receive the report forms the notice 28 |
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153 | 152 | | under subdivision (a)(1) of this section by March 20 of the reporting year 29 |
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154 | 153 | | shall make written request for them the notice to the Secretary of State on 30 |
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155 | 154 | | or before March 31. 31 |
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156 | 155 | | (c)(1) Each corporation subject to the requirements of this chapter 32 |
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157 | 156 | | shall file a franchise tax report with the Secretary of State that shows the 33 |
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158 | 157 | | condition and status of the corporation as of the close of business on the 34 |
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159 | 158 | | last day of the corporation's preceding fiscal year calendar year and other 35 |
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160 | 159 | | information required by the Secretary of State. 36 As Engrossed: H3/15/23 SB207 |
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161 | 160 | | |
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163 | 162 | | |
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164 | 163 | | |
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165 | 164 | | (2)(A) The franchise tax as comp uted on the report shall be 1 |
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166 | 165 | | remitted with the franchise tax report. 2 |
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167 | 166 | | (B) The franchise tax as computed on the report shall be 3 |
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168 | 167 | | remitted with the franchise tax report on or before May 1 of the reporting 4 |
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169 | 168 | | year for franchise tax due. 5 |
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170 | 169 | | 6 |
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171 | 170 | | SECTION 7. Arkansas Code § 26-54-105(g) and (h), concerning the 7 |
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172 | 171 | | requirements of a franchise tax report under the Arkansas Corporate Franchise 8 |
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173 | 172 | | Act of 1979, is amended to read as follows: 9 |
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174 | 173 | | (g)(1) Every franchise tax report shall contain the following 10 |
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175 | 174 | | statement: 11 |
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176 | 175 | | “I declare, under the penalties of perjury, that the foregoing statements are 12 |
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177 | 176 | | true to the best of my knowledge and belief.” 13 |
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178 | 177 | | (2) The statement shall be signed by the president, vice 14 |
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179 | 178 | | president, secretary, treasurer, or controller of the corporation or any 15 |
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180 | 179 | | other authorized person individual as determined by the Secretary of State . 16 |
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181 | 180 | | (h)(1) All information contained in a franchise tax report shall be 17 |
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182 | 181 | | confidential and not available for public inspection, except for the 18 |
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183 | 182 | | following Only the following information contained in a franchise tax report 19 |
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184 | 183 | | shall be available for public inspection : 20 |
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185 | 184 | | (A) The name and address of the corporation; 21 |
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186 | 185 | | (B) The name of the corporation's president, vice 22 |
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187 | 186 | | president, secretary, treasurer, and controller; 23 |
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188 | 187 | | (C) The total authorized capital sto ck with par value; 24 |
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189 | 188 | | (D) The total issued and outstanding capital stock with 25 |
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190 | 189 | | par value; and 26 |
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191 | 190 | | (E) The state of incorporation. 27 |
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192 | 191 | | (2) In the case of a franchise tax report filed by an 28 |
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193 | 192 | | organization formed under the Uniform Limited Liability Company Act, § 4-38-29 |
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194 | 193 | | 101 et seq., the names of members, except those designated in the 30 |
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195 | 194 | | organizations' franchise tax report as a manager, president, vice president, 31 |
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196 | 195 | | secretary, treasurer, or controller of the organization, shall be 32 |
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197 | 196 | | confidential and not available for publi c inspection unless the organization 33 |
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198 | 197 | | has no registered agent for service of process. 34 |
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199 | 198 | | 35 |
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200 | 199 | | SECTION 8. Arkansas Code § 26 -54-107(b)(2), concerning the penalty for 36 As Engrossed: H3/15/23 SB207 |
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201 | 200 | | |
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203 | 202 | | |
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204 | 203 | | |
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205 | 204 | | failure to file and remit a franchise tax report under the Arkansas Corporate 1 |
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206 | 205 | | Franchise Tax Act of 1979, is amended to read as follows: 2 |
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207 | 206 | | (2) On or before November 1 of each year, the Secretary of State 3 |
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208 | 207 | | shall mail notice to the corporation at its last known address stating that 4 |
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209 | 208 | | the corporation is subject to forfeiture revocation of its corporate charter 5 |
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210 | 209 | | under § 26-54-111 for the failure to pay corporate franchise tax. 6 |
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211 | 210 | | 7 |
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212 | 211 | | SECTION 9. Arkansas Code § 26 -54-111 is amended to read as follows: 8 |
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213 | 212 | | 26-54-111. Charter forfeiture revocation for failure to pay tax — 9 |
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214 | 213 | | Procedure. 10 |
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215 | 214 | | (a) On or before January 31 of each year, the Secretary of State shall 11 |
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216 | 215 | | proclaim as forfeited revoked the corporate charters or authorities of all 12 |
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217 | 216 | | corporations, both domestic and foreign, that according to the Secretary of 13 |
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218 | 217 | | State's records are delinquent in the payment o f the annual franchise tax for 14 |
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219 | 218 | | a prior year. 15 |
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220 | 219 | | (b)(1) A copy of the proclamation under subsection (a) of this 16 |
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221 | 220 | | section, or applicable portion thereof, shall be furnished to each other 17 |
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222 | 221 | | official or agency of the state that is authorized to issue corporation 18 |
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223 | 222 | | charters or authorities. 19 |
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224 | 223 | | (2) Upon their receipt of the proclamation, the several 20 |
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225 | 224 | | officials shall at once correct their respective records in accordance with 21 |
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226 | 225 | | the proclamation. 22 |
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227 | 226 | | 23 |
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228 | 227 | | SECTION 10. Arkansas Code § 26 -54-112 is amended to read as follows: 24 |
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229 | 228 | | 26-54-112. Reinstatement of corporations. 25 |
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230 | 229 | | (a)(1)(A)(i) A corporation whose charter or permit authority to do 26 |
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231 | 230 | | business in the state has been declared forfeited revoked by proclamation of 27 |
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232 | 231 | | the Governor or the Secretary of State may be reinstated to all its rights , 28 |
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233 | 232 | | powers, and property. 29 |
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234 | 233 | | (ii) Reinstatement shall be retroactive to the time 30 |
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235 | 234 | | that the corporation's authority to do business in the state was declared 31 |
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236 | 235 | | forfeited revoked. 32 |
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237 | 236 | | (B) The reinstatement shall be made after the filing of 33 |
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238 | 237 | | all delinquent franchi se tax reports satisfactory to the Secretary of State 34 |
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239 | 238 | | and the payment of all taxes and penalties due for each year of delinquency. 35 |
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240 | 239 | | (2) However, reinstatement is not allowed after seven (7) five 36 As Engrossed: H3/15/23 SB207 |
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241 | 240 | | |
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243 | 242 | | |
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244 | 243 | | |
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245 | 244 | | (5) years from the date the charter or permit authority to do business in the 1 |
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246 | 245 | | state if the corporation was is declared: 2 |
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247 | 246 | | (A) forfeited Revoked by proclamation of the Governor or 3 |
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248 | 247 | | the Secretary of State ; and 4 |
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249 | 248 | | (B) A forfeited charter . 5 |
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250 | 249 | | (b) If the Secretary of State issued the original corporate charter, 6 |
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251 | 250 | | permit, or authority, the Secretary of State shall reinstate the corporation 7 |
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252 | 251 | | upon payment by the corporation of all amounts due, as provided in subsection 8 |
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253 | 252 | | (a) of this section. 9 |
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254 | 253 | | (c)(1) If the original corporate charter, permit, or authority was 10 |
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255 | 254 | | issued by an official other than the Secretary of State, the official shall 11 |
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256 | 255 | | reinstate the corporation upon the corporation's filing with the official the 12 |
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257 | 256 | | receipt of the Secretary of State showing payment of all amounts due, as 13 |
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258 | 257 | | provided in subsection (a) of this secti on. 14 |
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259 | 258 | | (2) Thereafter, the corporation shall stand in all respects as 15 |
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260 | 259 | | though its name had never been declared forfeited revoked. 16 |
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261 | 260 | | 17 |
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262 | 261 | | SECTION 11. Arkansas Code § 26 -54-114 is amended to read as follows: 18 |
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263 | 262 | | 26-54-114. Nonpayment of franchise taxes — Definitions. 19 |
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264 | 263 | | (a) A corporation or limited liability company is not allowed to file 20 |
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265 | 264 | | any forms or documentation related to that corporation or limited liability 21 |
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266 | 265 | | company if the corporation or limited liability company owes owing past-due 22 |
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267 | 266 | | franchise taxes to the Secret ary of State may not: 23 |
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268 | 267 | | (1) File forms or documents related to that corporation or 24 |
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269 | 268 | | limited liability company; 25 |
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270 | 269 | | (2) Create a new legal entity in this state; or 26 |
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271 | 270 | | (3) Obtain authority to do business in this state . 27 |
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272 | 271 | | (b) A person or individual is not allowed to file any initial forms or 28 |
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273 | 272 | | documentation with the Secretary of State to create any legal entity in the 29 |
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274 | 273 | | State of Arkansas or to obtain authority to do business in the State of 30 |
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275 | 274 | | Arkansas if that person is substantially connected to any corporation or 31 |
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276 | 275 | | limited liability company that owes past -due franchise taxes to the Secretary 32 |
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277 | 276 | | of State may not: 33 |
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278 | 277 | | (1) File forms or documents related to that corporation or 34 |
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279 | 278 | | limited liability company; 35 |
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280 | 279 | | (2) Create a new legal entity in this state; or 36 As Engrossed: H3/15/23 SB207 |
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281 | 280 | | |
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283 | 282 | | |
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284 | 283 | | |
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285 | 284 | | (3) Obtain authority to do business in this state . 1 |
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286 | 285 | | (c) As used in this section: 2 |
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287 | 286 | | (1) “Past-due franchise taxes” means only those taxes owed three 3 |
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288 | 287 | | (3) years prior to the year in which the current filing is presented; 4 |
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289 | 288 | | (2) “Past officer or director” means a person or individual who 5 |
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290 | 289 | | was associated with the corporation or limited liability company during the 6 |
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291 | 290 | | at any time that its charter was revoked during its charter that the 7 |
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292 | 291 | | corporation or limited liability company was responsible for nonpayment of 8 |
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293 | 292 | | franchise taxes; and 9 |
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294 | 293 | | (3) “Substantially connected” means a present officer , or 10 |
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295 | 294 | | director, member, or manager or a past officer, or director, member, or 11 |
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296 | 295 | | manager of a corporation. 12 |
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297 | 296 | | (d) An individual who is an incorporator or organizer of a corporation 13 |
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298 | 297 | | or limited liability company shall not be considered to be substantially 14 |
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299 | 298 | | connected to a corporation or limited liability company that owes past -due 15 |
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300 | 299 | | franchise taxes to the Secretary of State. 16 |
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301 | 300 | | (e) Each corporation, subject to this chapter, shall file with its 17 |
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302 | 301 | | original articles of incorporation or certificate of organization the name of 18 |
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303 | 302 | | at least one (1) individual who is substantially connected to the corporation 19 |
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304 | 303 | | and is responsible for payment of franchise taxes. 20 |
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305 | 304 | | (f) Any current or past officer or director that has been added to a 21 |
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306 | 305 | | corporation without their permission shall be removed as an officer or 22 |
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307 | 306 | | director of the corporation by the Secretary of State and not held 23 |
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308 | 307 | | responsible for past -due franchise taxes, if the officer or director submits: 24 |
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309 | 308 | | (1) A copy of a report filed wit h a local, state, or federal law 25 |
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310 | 309 | | enforcement entity that states the officer or director has been fraudulently 26 |
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311 | 310 | | added to the corporation; and 27 |
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312 | 311 | | (2) A statement, prescribed by the Secretary of State, signed by 28 |
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313 | 312 | | the officer or director, that states the officer or director was added to the 29 |
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314 | 313 | | corporation without their permission, with the following declaration: 30 |
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315 | 314 | | "I declare, under the penalties of perjury, that the foregoing statements are 31 |
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316 | 315 | | true to the best of my knowledge and belief." 32 |
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317 | 316 | | 33 |
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318 | 317 | | SECTION 12. Arkansas Code Tit le 26, Chapter 54, Subchapter 1, is 34 |
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319 | 318 | | amended to add an additional section to read as follows: 35 |
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320 | 319 | | 26-54-116. Powers of Secretary of State. 36 As Engrossed: H3/15/23 SB207 |
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321 | 320 | | |
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323 | 322 | | |
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324 | 323 | | |
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325 | 324 | | The Secretary of State is authorized to perform any of the duties that 1 |
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326 | 325 | | are required of him or her under this chapter. 2 |
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327 | 326 | | 3 |
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328 | 327 | | /s/B. Johnson 4 |
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329 | 328 | | 5 |
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330 | 329 | | 6 |
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