Corporation Charter Amendment and Legal-Name-Change Requirements in Arkansas

At a glance

Requirements one by one

Governing law and amendment record

The Arkansas Business Corporation Act of 1987 is codified in title 4, chapter 27. Under § 4-27-1006, an ordinary corporation files Articles of Amendment with the Secretary of State. The agency implements that record through DN-07, titled Certificate of Amendment. The current forms table separates new-code DN-07 from old-code DO-01, so a corporation formed under the predecessor act should not assume the ordinary answer applies.

What may be amended and how a name change fits

Ark. Code § 4-27-1001 allows a corporation to add or change a provision currently permitted in the articles or delete one no longer required. A general replacement legal name is therefore an ordinary amendment after shares issue. The new name must contain an approved corporate designator and satisfy the current distinguishability rules in § 4-27-401.

The board-only name route is narrow. Section 4-27-1002 permits swapping one similar designator for another or adding, deleting, or changing geographic wording. It does not authorize a completely different name without shareholder action after shares have issued.

Before shares are issued

If no shares have issued, the incorporators or board may adopt the amendment under § 4-27-1005. The amendment section sets no special supermajority. Incorporator written action is unanimous under § 4-27-205, while a board uses its ordinary meeting quorum and majority-present vote or unanimous written consent under §§ 4-27-821 and -824.

Board proposal, recommendation, and conditions

After shares issue, § 4-27-1003 requires the board to propose the amendment. It must recommend approval unless a conflict of interest or other special circumstance supports no recommendation and the board communicates that basis with the amendment. The board may condition submission on any basis.

The amendment provisions do not state a general postapproval abandonment route. If closing conditions or later abandonment matter, the approval materials should address that authority before the vote rather than assume it exists.

Notice, consent, quorum, and vote

Every shareholder, voting or nonvoting, receives notice of the amendment meeting. The notice must identify amendment consideration and contain or include a copy or summary (§ 4-27-1003(d)). The timing splits: most amendments use 10 to 60 days, but an authorized-capital-stock increase uses 60 to 75 days (§ 4-27-705).

Each voting group ordinarily has a majority-of-entitled-votes quorum. For a group whose amendment creates appraisal rights, approval requires a majority of all votes entitled on the amendment. Other groups approve when favorable votes cast exceed opposing votes, unless the Act, articles, or board condition requires more (§§ 4-27-725 to -726; 4-27-1003(e)).

Written consent carries another split. A capital-stock increase needs every shareholder's signature. Other amendments need the meeting-equivalent minimum; nonvoting shareholders entitled to notice receive the same materials at least 10 days before the action (§ 4-27-704).

Separate class and series votes; appraisal

Ark. Code § 4-27-1004 gives an affected class or series a separate vote for listed share-number, exchange, classification, rights, preference, preemptive-right, and accumulated-distribution changes. Those rights apply even when the articles otherwise label the shares nonvoting. Similarly affected series vote together.

Appraisal is not universal. Section 4-27-1302 covers an amendment that materially and adversely alters a preference, redemption right, preemptive right, voting or cumulative-voting right, or creates a cash-acquired fractional share. The articles, bylaws, or board may also grant appraisal for another shareholder-voted action.

Board-only, agent, correction, and bylaw routes

Besides the narrow cleanup and name edits in § 4-27-1002, articles-authorized board-set class or series terms may be filed before those shares issue under § 4-27-602. A registered-agent change uses the separate statement under § 4-20-108; owners need not approve it, and it takes effect on filing.

Articles of correction under § 4-27-124 fix an incorrect statement or defective execution and generally relate back. They are not a way to replace a valid substantive decision. Bylaw amendment remains separate under § 4-27-1020.

Filing, signer, fee, and effective time

The filing states the corporation name, amendment text, adoption date, implementation provisions for an exchange or cancellation, whether shareholder action was unnecessary, and detailed voting-group figures when shareholders approved (§ 4-27-1006). The chair, president, or another officer signs and states the signer's capacity; the statute does not require a seal, acknowledgment, verification, or proof (§ 4-27-120).

Current DN-07 costs $45 online or $50 on paper without a share exchange and $90 online or $100 on paper with one. The filing takes effect when filed or at a stated time and date no later than the 90th day after filing (§ 4-27-123).

Restatement, publication, and name follow-up

The board may restate the articles with or without shareholder action. A new amendment inside the restatement must use the approval otherwise required, and the filed restatement supersedes the original articles and prior amendments (§ 4-27-1007). The statutory fee for a restatement with an amendment is $100 under § 4-27-122.

The current amendment scheme and SOS materials impose no statewide newspaper publication or proof step for an ordinary amendment or name change and identify no second statewide name-follow-up filing. Section 4-27-1009 preserves existing proceedings under the former corporate name. Operational tax, license, banking, contract, title, trademark, and foreign-registration updates remain separate.

What trips people up

Arkansas does not use one notice or consent rule for every amendment. A capital- stock increase gets the 60-to-75-day notice window and unanimous written consent; importing the ordinary 10-to-60-day and meeting-equivalent rules can invalidate the process.

The vote denominator also changes with appraisal. A voting group receiving appraisal rights needs a majority of all votes entitled, while other groups generally use votes cast after a quorum exists.

Finally, DN-07's board-only checkbox does not itself create board authority. The corporation must fit the pre-share route, a narrow § 4-27-1002 category, or another express no-shareholder provision.

Common questions

Must nonvoting shareholders receive meeting notice?

Yes. The amendment-specific rule requires notice to each shareholder, whether or not entitled to vote, plus a copy or summary of the amendment.

Can the board make a general legal-name change by itself?

Not after shares issue. Board-only authority covers a similar designator swap or geographic wording. A completely different name uses the ordinary shareholder route unless another express exception applies.

Does every amendment create appraisal rights?

No. The statute lists five materially adverse rights changes and permits the articles, bylaws, or board to grant appraisal for another shareholder-voted action.

What happens to a lawsuit filed under the old name?

It continues. Section 4-27-1009 says a name amendment does not abate a proceeding brought by or against the corporation in its former name.

Statutes and sources

• Ark. Code §§ 4-27-120, -123, -124, -205, -401, -704, -705, -725, -726, -821, -824, -1001, -1003 to -1007, -1009, and -1020. Official enacted text quoted above. Act 958 of 1987, accessed 2026-08-15.
• Ark. Code §§ 4-20-108, 4-27-122, and 4-27-1002. Current official amendment and agent text quoted above. Act 638 of 2007, accessed 2026-08-15.
• Ark. Code § 4-27-1302. Current appraisal text quoted above. Act 408 of 2009, accessed 2026-08-15.
• Ark. Code § 4-27-401. Current name standard quoted above. Act 256 of 2023, accessed 2026-08-15.
• Arkansas Secretary of State DN-07 and corporation fee table. Current filing fields and fees quoted above. Official form and official fee page, accessed 2026-08-15.