Corporation Reinstatement and Revival Requirements in Arkansas
At a glance
| Eligible inactive status | Two routes: a domestic corporation administratively dissolved after the statutory notice/cure process for a franchise-tax, report, registered-agent, or duration ground; or a charter declared revoked and forfeited by the franchise-tax proclamation (§§ 4-27-1420-.1422; §§ 26-54-111 to -112) |
|---|---|
| Filing window | Administrative-dissolution application: within 2 years after the dissolution effective date. Franchise-tax charter reinstatement: not allowed after 5 years from the revoked-and-forfeited charter date. A denial of the first route has a separate 30-day Pulaski County Circuit Court appeal (§§ 4-27-1422-.1423; § 26-54-112) |
| Application or certificate contents | Administrative route: corporation name, dissolution effective date, statement that every ground did not exist or was eliminated, § 4-27-401-compliant name, and one or more certificates from appropriate state taxing authorities that all corporate taxes are paid. Tax-forfeiture route: file every delinquent franchise report satisfactory to the Secretary of State (§ 4-27-1422; § 26-54-112) |
| Reports, taxes, fees, and penalties | Administrative route requires tax-clearance certificates and proof of franchise-tax, license-fee, and penalty payment. Tax-forfeiture route requires all delinquent reports and every year's taxes and penalties. Current corporation tax is at least $150 with stock or $300 without stock; the current report shows a $25 late penalty plus interest (§ 4-27-120; § 26-54-112; official 2026 report) |
| Name and registered-agent cure | The administrative application states that the name satisfies § 4-27-401 and must eliminate any registered-agent ground; the current franchise report also requires current agent information. The tax-forfeiture statute states no separate name-change filing and restores the corporation as though its name had never been declared revoked (§§ 4-27-1420, 4-27-1422; § 26-54-112(c)(2)) |
| Approval and signature | Administrative application follows the general filing rule: chair, president, another officer, qualifying incorporator, or court fiduciary signs and states capacity; no seal, attestation, acknowledgment, verification, or proof is required. Current franchise reports use a perjury declaration signed by an officer, controller, authorized person, or tax preparer (§ 4-27-120; official 2026 report) |
| Filing office and method | Arkansas Secretary of State, Business and Commercial Services. The administrative application is delivered with one exact/conformed copy, fee, and proof of required payment; the live forms page does not expose a dedicated reinstatement form/link, so confirm the current paper route with BCS. Franchise reports may be filed online or signed in black ink and mailed (§ 4-27-120; official pages/report) |
| Fixed filing fee and expediting | $50 application for reinstatement following administrative dissolution; certificate of reinstatement has no fee. The franchise-tax charter route states no separate fixed reinstatement fee, but all report/tax/penalty arrears and any online processing charge remain due. No reinstatement-specific expedite tier is stated (§ 4-27-122; official schedules) |
| Legal effect and third parties | Administrative reinstatement relates back to the dissolution date and resumes business as if dissolution never occurred. Franchise-tax reinstatement is retroactive to revocation, restores rights, powers, and property, and leaves the corporation as if its name had never been declared revoked. No express third-party-reliance exception is stated (§ 4-27-1422(c); § 26-54-112) |
Requirements one by one
Start with the entity record's exact inactive status
Arkansas does not use one deadline for every inactive corporation. The first route is § 4-27-1422 reinstatement after an administrative dissolution under § 4-27-1421. The current § 4-27-1420 grounds are an unpaid franchise tax or penalty, a late annual franchise-tax report, a 60-day registered-agent failure or unreported agent change or resignation, or expiration of the duration stated in the articles.
The second route is § 26-54-112 reinstatement after the Secretary of State's franchise-tax proclamation revokes and forfeits the charter. A record that says “revoked” or “forfeited” should not be forced into the administrative- dissolution application simply because both routes may begin with unpaid franchise obligations.
The administrative application has a two-year outside limit
The corporation applies within two years after the effective administrative- dissolution date. The application recites the corporate name and dissolution date, states that each ground did not exist or has been eliminated, states that the name satisfies § 4-27-401, and includes one or more certificates from the appropriate state taxing authorities that all corporate taxes are paid.
The general § 4-27-120 filing rule supplies the signer and delivery mechanics. The chair, president, another officer, a qualifying incorporator, or a court- appointed fiduciary signs and states capacity. A seal, attestation, acknowledgment, verification, or proof is optional rather than mandatory. The filing is delivered to the Secretary of State with one exact or conformed copy, the correct fee, and proof of required tax, license-fee, and penalty payment.
The current official fee schedule lists $50 for the application and no separate fee for the resulting certificate. The live corporation forms page does not present a dedicated reinstatement application or online link, so the corporation should confirm the current paper submission with Business and Commercial Services instead of repurposing a different form.
Charter forfeiture uses the tax-report route and a five-year clock
Section 26-54-112 requires every delinquent franchise-tax report satisfactory to the Secretary of State and all taxes and penalties due for each year. This route is unavailable after five years from the charter's revoked-and-forfeited date.
The current 2026 report can be filed online or signed in black ink and mailed. For an ordinary stock corporation, the tax is at least $150; a corporation without authorized stock pays $300. The report shows a $25 late-filing penalty and daily interest calculation. It uses a perjury declaration and permits the president, vice president, secretary, treasurer, controller, another authorized person, or the tax preparer to sign.
Both routes are retroactive, but the wording differs
Section 4-27-1422(c) relates administrative reinstatement back to the dissolution date and resumes business as though the administrative dissolution never occurred.
Section 26-54-112 restores the revoked corporation's rights, powers, and property retroactively to revocation and says it thereafter stands as though its name had never been declared revoked. Neither provision states a separate protection for a third party who relied on the inactive status, and neither decides every license, contract, lawsuit, limitation, insurance, or foreign-qualification issue.
What trips people up
- Two years and five years measure different routes. The first runs from administrative dissolution; the second runs from charter revocation and forfeiture under the franchise-tax proclamation.
- The $50 fee is not the tax payoff. It belongs to the administrative application. Reports, tax, penalty, interest, and online processing charges remain separate.
- Tax clearance and tax reporting are not interchangeable. The administrative application calls for taxing-authority certificates; the forfeiture route calls for every delinquent franchise report and amount due.
- The current agency site does not expose a dedicated administrative form. Confirm the accepted paper application and supporting certificates with BCS.
Common questions
Can the corporation appeal a denied administrative application? Yes. Under § 4-27-1423, it has 30 days after perfected service of the denial notice to petition Pulaski County Circuit Court with the dissolution certificate, application, and denial notice.
Does a registered-agent default require a separate cure? Yes. Section 4-27-1422 requires every dissolution ground to be eliminated, and the current franchise report separately asks for registered-agent information.
Does retroactivity restore every separate business license? No. The reinstatement statutes restore corporate status as stated, but they do not say that every professional, occupational, local, or regulatory license is automatically restored.
Statutes and sources
- Ark. Code §§ 4-27-1420 to -1423 — administrative grounds, notice and cure, two-year application, contents, relation back, and denial appeal, reconstructed from Act 958 of 1987, Act 638 of 2007, Act 819 of 2019, and Act 523 of 2021 (accessed 2026-08-02).
- Ark. Code §§ 26-54-111 and 26-54-112 — charter proclamation, five-year tax-forfeiture route, arrears, and retroactivity, reproduced in official 2025 HB 1932 (accessed 2026-08-02; bill died at sine die).
- Arkansas Secretary of State filing materials — current $50 corporation fee schedule, franchise-tax page, and 2026 corporation report (accessed 2026-08-02).
Source links
Every statute quoted above, linked, with the date we checked it.
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