LLC Administrative Dissolution and Involuntary Termination in Arkansas
At a glance
| Law, agency and LLC scope | Ark. Code § 4-38-708 (Secretary of State administrative dissolution of LLC); §§ 26-54-102, -111 (Secretary of State franchise tax charter revocation also covers LLCs). |
|---|---|
| Grounds and trigger dates | § 4-38-708(a): Secretary fee/tax/interest/penalty or annual report not delivered within 6 months after due, or no Arkansas registered agent for 60 consecutive days. LLC franchise-tax report satisfies LLC Act annual report when Chapter 54 requirements met (§ 4-38-212(f)); prior-year franchise tax delinquency supports separate charter revocation (§ 26-54-111(a)). |
| Agency notice | LLC Act: Secretary serves company notice in a record of each ground determination (§ 4-38-708(b)); §§ 4-38-119, 4-38-210 govern delivery/service. Franchise tax: Secretary mails warning by Nov. 1 to company last known address that nonpayment subjects charter to revocation (§ 26-54-107(b)(2)). |
| Cure or response window | LLC Act: 60 days after service to cure each ground or show Secretary it does not exist (§ 4-38-708(c)). Franchise tax route: warning by Nov. 1 precedes proclamation by Jan. 31 for delinquency from a prior year (§§ 26-54-107(b)(2), -111(a)); statute does not state a separate 60-day cure period for that route. |
| Action and effective date | LLC Act: Secretary signs statement stating grounds/effective date, files and serves it (§ 4-38-708(c)); record effective-time rule in § 4-38-207. Franchise tax: Secretary proclaims delinquent charters revoked on or before Jan. 31 (§ 26-54-111(a)); delinquency alone is not the proclamation. |
| Status, activity and service | After § 4-38-708 dissolution, LLC exists only to wind up/liquidate or seek reinstatement; registered-agent authority continues (§ 4-38-708(d)–(e)). Franchise tax route revokes the charter or authority under § 26-54-111. |
| Special routes and effects | Separate Chapter 54 franchise-tax revocation; § 26-54-102 includes domestic LLCs in “corporation.” Secretary sends a copy of revocation proclamation to other charter-issuing officials (§ 26-54-111(b)). |
| Route back and limits | Administrative dissolution: apply within 2 years with cure statement/payments; effective reinstatement relates back (§ 4-38-709). Tax revocation: file back franchise-tax reports/pay tax and penalties; reinstatement retroactive, with a stated 5-year bar when charter is both revoked and forfeited (§ 26-54-112). |
Requirements one by one
Two separate status routes
Section 4-38-708 concerns administrative dissolution under the LLC Act. The franchise-tax chapter separately revokes a delinquent company's charter under § 26-54-111. Its definition of “corporation” expressly includes domestic LLCs in § 26-54-102. Section 4-38-119 covers service, § 4-38-210 Secretary delivery, and § 4-38-207 a filed record’s effective time; § 4-38-212(f) links the two reporting systems: meeting the franchise-tax act's requirements satisfies the LLC Act's annual-report requirement.
What trips people up
The LLC Act's six-month filing or payment ground is followed by its own 60 days after served notice to cure or contest; no administrative dissolution statement is signed just because a report is late. The franchise-tax sequence under § 26-54-107 instead requires a warning mailed by November 1, then a revocation proclamation on or before January 31 for a prior-year delinquency. The two routes have different restoration clocks: § 4-38-709 allows an administrative-dissolution application within two years; § 26-54-112 has a conditional five-year bar for a revoked and forfeited charter. The Secretary's current franchise-tax page confirms LLC coverage and that tax continues to accrue after revocation.
Common questions
Does the LLC cease to exist after the LLC Act action? Section 4-38-708(d) says it continues as an entity only for winding up, liquidation, or reinstatement. Subsection (e) keeps the registered agent's authority in place.
Statutes and sources
- Ark. Code § 4-38-708 — “The Secretary of State may commence a proceeding under subsection (b) to dissolve a limited liability company administratively” (official Act 1041, accessed 2026-09-26).
- Ark. Code § 4-38-709 — “may apply to the Secretary of State for reinstatement not later than two years after the effective date of dissolution” (official Act 1041, accessed 2026-09-26).
- Ark. Code §§ 4-38-119, 4-38-207, 4-38-210, 4-38-212 — the record effective-time, delivery, and report-fusion provisions (official Act 1041, accessed 2026-09-26).
- Ark. Code §§ 26-54-102, -107, -111, -112 — “corporation” includes an LLC; tax delinquency may lead to a mailed warning and charter proclamation, with statutory reinstatement terms (official Legislature bill reproducing existing code, accessed 2026-09-26). HB 1750's proposed repeal did not pass.
Source links
Every statute quoted above, linked, with the date we checked it.
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