Form a Corporation in Arkansas.

Articles of Incorporation

Arkansas state law requires filing of articles of incorporation. The articles must be delivered to the secretary of state by an incorporator

• Corporation name
• The corporation’s principal office address
• Address of initial registered office
• Name of initial registered agent at that office
• Name and address of each incorporator
• Corporate purpose (Arkansas allows a corporation to be formed for any legal purpose)
• The number of shares the corporation is authorized to issue, including information about stock classes and the par value of each share

Other information that is not required to be listed in the articles-but which the corporation may decide to include:

• The names and addresses of the initial directors
• Provisions managing the business and regulating the affairs of the corporation
• Specific limitations regarding the corporate purpose(s)
• Provisions regulating the powers of the corporation, its board of directors, and shareholders
• Personal shareholder liability for the corporation’s debts under certain conditions
• Provisions eliminating or limiting a director’s personal liability to the corporation or its stockholders for monetary damages in certain situations

Registered Agent and Office

Arkansas corporations must have a registered agent in Arkansas who is designated to receive official state administrative and legal correspondence. The registered agent must be either an individual Arkansas resident whose business office is the same as the registered office, or a corporation whose business office is the same as the registered office.

Bylaws

A corporation is required to keep a copy of its bylaws at its main executive office, but is not required to file them with the state. At its initial meeting, the board of directors should adopt corporate bylaws, and then keep them updated as time goes on. Bylaws describe the corporation’s basic managerial and legal operating principles, including information on:

• Shareholders and directors meetings
• The authority, number, and tenure of directors
• Voting procedures
• The duties, responsibilities, and tenure of officers
• How stock is issued
• How and when annual financial information is provided to shareholders

Directors

Your new Arkansas corporation is required to have at least one director. The articles of incorporation or bylaws may list director qualifications. A director does not need to be an Arkansas resident or a shareholder of the corporation unless so stated in the articles of incorporation or bylaws.

The board of directors is required to elect officers in accordance with the corporation’s bylaws. The titles and duties of corporate officers must be described in the corporation’s bylaws, or they must be appointed by the board of directors in accordance with the bylaws. A duly appointed officer may appoint as many officers or assistant officers as authorized by the bylaws or the board of directors. The bylaws or the board of directors will delegate responsibility to one of the officers for preparing minutes of the directors’ and shareholders’ meetings, as well as for authenticating corporate records. The same individual may simultaneously hold more than one office in a corporation.

Requirement Reports

An annual franchise report must be filed with the Arkansas Secretary of State each year. This report must include:

• The corporation’s name and its state or country of incorporation
• The address of its registered office
• The address of the corporation’s principal office
• The names and business addresses of the corporation’s directors and principal officers
• A brief description of the nature of its business
• The total number and itemization by class and series of authorized shares
• The total number and itemization by class and series of issued and outstanding shares

Taxes

Arkansas’ corporate tax structure consists of six separate brackets with a top rate of 6.5 percent that takes effect when corporate income reaches $100,000. Arkansas’ top rate ranks 30th highest nationally among states with corporate income taxes.

The Arkansas secretary of state recognizes S corporation status. A “subchapter S” corporation or “S corp” is one that chooses to be treated as a pass-through entity for tax purposes in the same way as a sole proprietorship or partnership. Tax-related information for the S corp is filed as part of the owner’s individual income tax. Arkansas does not require filing a separate form for the S corp.