Corporate Officer Appointment, Duties, Removal, and Vacancy Requirements in Arkansas

At a glance

Requirements one by one

Arkansas requires a records function, not a named title

Ark. Code § 4-27-840(a)-(c) gives the corporation the officers described in its bylaws or appointed by the board consistently with the bylaws. It does not mandate a president, secretary, treasurer, CEO, or CFO title. It does require the bylaws or board to assign one officer responsibility for preparing director and shareholder meeting minutes and authenticating corporate records.

The same individual may hold multiple offices under § 4-27-840(d). The officer subchapter states no general director, shareholder, Arkansas-residency, citizenship, age, or licensing qualification and no universal natural-person clause for every officer.

Appointment and duties can follow an authorized officer

Initial directors appoint officers while completing organization under Ark. Code § 4-27-205(a). Later, § 4-27-840(a)-(b) uses the bylaws and board for the office roster and permits a duly appointed officer to appoint officers or assistants if the bylaws or board authorize that route.

Under § 4-27-841, officer authority and duties first come from the bylaws. Consistently with them, the board or a board-authorized officer may prescribe the duties of other officers.

Arkansas share certificates need two officers and a seal

Ark. Code § 4-27-625(d)-(e) requires each share certificate to be signed manually or by facsimile by two officers designated in the bylaws or by the board. It also requires the corporate seal or its facsimile. A certificate remains valid if an officer signer leaves before issuance.

Resignation is delivery-effective unless a later date is stated

Under § 4-27-843(a), an officer may resign at any time by delivering notice to the corporation. The resignation is effective on delivery unless the notice states a later date. If the corporation accepts that future date, the board may fill the pending vacancy early, but the successor waits until the resignation becomes effective.

The section states no future-event trigger, withdrawal right, or acceptance requirement for an immediate resignation.

Removal is expressly board-only

Ark. Code § 4-27-843(b) authorizes the board to remove any officer at any time, with or without cause. The officer subchapter does not give that removal power to an appointing officer, another officer, or shareholders. If the board acts at a meeting, § 4-27-816(a)-(c) supplies the ordinary quorum and majority-present vote unless the articles or bylaws require more.

Appointment alone creates no contract rights under § 4-27-844. Removal does not affect the officer's existing contract rights, and resignation does not affect the corporation's existing contract rights against the officer.

Public reporting reaches principal officers

Ark. Code § 4-27-1622(a) requires the annual franchise-tax report to state the names of the corporation's principal officers. The report is filed with the Department of Finance and Administration under the current text enacted by 2019 Act 819. That public disclosure is separate from the internal act that appoints, removes, or accepts the resignation of an officer.

The officer subchapter states no default fixed term, successor holdover, failure- to-appoint consequence, general vacancy-filling rule, or acting-officer route. The bylaws, board and delegated appointment authority therefore need to address those subjects beyond the specific pending-vacancy rule for a later-effective resignation.

What trips people up

• A records officer is required, but the “secretary” title is not. The bylaws or board can choose the title attached to the minutes and authentication function.
• Later-date resignation and general vacancy procedure are different. The statute lets the board fill a pending later-date vacancy but supplies no universal rule for every vacancy cause.
• Only the board has the express removal power. Arkansas did not add the appointing-officer and other-authorized-officer removal routes found in newer Model Act versions.
• Ending office does not automatically end a contract. Section 4-27-844 preserves the stated existing contract rights after removal or resignation.

Common questions

Must an Arkansas corporation have a president or secretary?

Not by statutory title under § 4-27-840. It must have the offices described in its bylaws or appointed by the board and must assign one officer the minutes and record-authentication functions.

Can one person hold every office?

Section 4-27-840(d) allows the same individual to hold more than one office. The bylaws and appointment records still determine which offices exist.

Can an officer remove an officer that the officer appointed?

Not under the express general removal provision. Section 4-27-843(b) gives the power to the board, with or without cause.

Can the board name a replacement before a resignation takes effect?

Yes, when the notice states a later date and the corporation accepts it. The successor cannot take office until that date.

Statutes and sources

• Ark. Code §§ 4-27-205, 4-27-625, and 4-27-816 — govern organization-stage appointment, officer signatures, and ordinary board voting.
• Ark. Code §§ 4-27-840, 4-27-841, 4-27-843, and 4-27-844 — govern the officer roster, records function, delegated appointment and duties, multiple offices, resignation, removal, and contract rights.
• Ark. Code § 4-27-1622 — governs principal-officer disclosure in the annual franchise-tax report.

Official text: Arkansas Acts 958 of 1987 and 819 of 2019 linked in the frontmatter; accessed August 24, 2026.