Nonprofit Corporation Administrative Dissolution and Reinstatement in Arkansas
At a glance
| Entity and agency | Secretary of State; § 4-33-131 disclosure-status route reaches domestic nonprofits, including older corporations; §§ 4-33-1420–1423 administrative route governs 1993 Act corporations (§§ 4-33-131, 4-33-1701). |
|---|---|
| Report, fee, or tax failure | Annual disclosure due August 1; nonfiling may bring “not current” proclamation by January 31. Under 1993 Act, tax/penalty 60-day default or disclosure 60-day default can prompt dissolution (§§ 4-33-131, 4-33-1420(1),(5)). |
| Agent and other grounds | 1993 Act: no registered agent for 120 days, 120-day failure to notify of agent change/resignation, or expiration of stated duration (§ 4-33-1420(2)–(4)). |
| Notice and cure | Not-current route: January 31 proclamation for prior-year disclosure delinquency (§ 4-33-131(b)). Administrative route: written notice of grounds and at least 60 days after perfected service to correct or contest (§ 4-33-1421(a)–(b)). |
| When status changes | Not-current proclamation changes status; after five years without reinstatement, statutory dissolution and name availability. Administrative dissolution requires signed, filed certificate stating effective date (§§ 4-33-131(b),(d), 4-33-1421(b)). |
| Powers afterward | After administrative dissolution, corporate existence continues for winding up and claimant notice; registered-agent authority continues. Not-current reinstatement restores rights, powers, and property (§§ 4-33-1421(c)–(d), 4-33-131(c)). |
| Reinstatement window | Not-current: file satisfactory disclosures for previous four delinquent years within five years after proclamation. Administrative dissolution: apply within two years after certificate’s effective date (§§ 4-33-131(c)–(d), 4-33-1422(a)). |
| Filings, payments, and name | Administrative application states name/date, eliminated grounds and compliant name; include Finance and Administration tax-paid affidavit/certificate and $50 filing fee. Not-current route requires up to four past disclosures (§§ 4-33-1422(a), 4-33-122(a), 4-33-131(c)). |
| Effect and review | Not-current restoration is retroactive to proclamation; administrative reinstatement relates back to dissolution. Administrative denial must state reasons; 90-day court appeal clock runs from perfected service (§§ 4-33-131(c)(3), 4-33-1422(c), 4-33-1423). |
Requirements one by one
Which route applies?
Section 4-33-131(a) makes the August 1 annual disclosure duty apply to domestic nonprofits, including corporations organized under the older nonprofit law. The Secretary of State's January 31 proclamation under § 4-33-131(b) marks a delinquent corporation “not current.” Filing satisfactory disclosures for the previous four delinquent years restores its rights, powers, and property retroactively; after five years without that reinstatement, § 4-33-131(d) says it is statutorily dissolved and its name becomes available if the Secretary of State deems it so.
The separate administrative route in §§ 4-33-1420–1423 applies to corporations under the 1993 Act. Section 4-33-1701 preserves preexisting law for a pre-1994 corporation that never elected into the 1993 Act, while the later § 4-33-131 disclosure route expressly includes older nonprofits. Check the state record to determine which status action actually occurred.
Administrative grounds, notice, and effect
Under § 4-33-1420, the Secretary of State may commence administrative dissolution for the listed tax or penalty default 60 days after due, an annual disclosure 60 days late, an absent registered agent or unreported agent change/resignation for 120 days, or expiration of a stated duration. Section 4-33-1421 requires written notice of the grounds and at least 60 days after service is perfected to correct or disprove them. The Secretary may then sign and file a certificate reciting the grounds and effective date. The corporation continues solely for winding up and claimant notice; its registered agent's authority continues.
Reinstatement and review
Section 4-33-1422(a) permits an application within two years after administrative dissolution. It must identify the corporation and dissolution date, state that the grounds were absent or eliminated and that the name complies, and include a Finance and Administration affidavit or certificate of paid State taxes. Section 4-33-122(a) lists a $50 application fee. When effective, reinstatement relates back to dissolution (§ 4-33-1422(c)). A denied application gets a written explanation and a 90-day appeal period after service of that notice (§ 4-33-1423).
What trips people up
The five-year not-current period and two-year administrative-reinstatement period begin with different status actions. The Secretary of State can act on a disclosure default under both provisions, but the legal path back depends on the record. The January 31 proclamation is a “not current” step; § 4-33-131(d)'s later statutory dissolution follows only after the five-year limit.
Common questions
Does administrative dissolution end the nonprofit's existence immediately?
No. Section 4-33-1421(c) continues corporate existence for winding up and claimant notice, and subsection (d) preserves the registered agent's authority.
Can a nonprofit keep its old name when it returns?
An administrative-reinstatement application must state that its name meets the statutory name test (§ 4-33-1422(a)). On the disclosure route, the name becomes available to another entity after the five-year statutory dissolution if the Secretary of State deems it available (§ 4-33-131(d)).
Statutes and sources
Ark. Code § 4-33-1701 (Act 1147 of 1993)
All provisions of this chapter shall apply to all domestic corporations incorporated on or after its effective date as specified in section 1706. A corporation incorporated prior to such effective date under any general statute of this state providing for incorporation of nonprofit corporations may elect to be governed by the provisions of this chapter by amending its articles of incorporation to provide that it shall be so governed. Such election may be made at any time on or after midnight, December 31, 1993, but once made shall be irrevocable.
Source: https://www.arkleg.state.ar.us/Home/FTPDocument?path=%2FActs%2F1993%2FPublic%2F1147.pdf (accessed 2026-09-29).
Ark. Code § 4-33-1701 (Act 1147 of 1993)
Domestic corporations existing prior to midnight, December 31, 1993, which do not elect to be governed by its provisions shall continue to be governed by pre-existing law.
Source: https://www.arkleg.state.ar.us/Home/FTPDocument?path=%2FActs%2F1993%2FPublic%2F1147.pdf (accessed 2026-09-29).
Ark. Code § 4-33-1705 (Act 1147 of 1993)
This Act takes effect January 1, 1994.
Source: https://www.arkleg.state.ar.us/Home/FTPDocument?path=%2FActs%2F1993%2FPublic%2F1147.pdf (accessed 2026-09-29).
Ark. Code § 4-33-131(a) (Act 715 of 2023)
Each nonprofit domestic corporation, nonprofit foreign corporation, and nonprofit corporation organized under § 4-28-101 et seq., authorized to transact business in this state shall annually file with the Secretary of State by August 1 a statement that sets forth:
Source: https://arkleg.state.ar.us/Home/FTPDocument?path=%2FActs%2F2023R%2FPublic%2FACT715.pdf (accessed 2026-09-29).
Ark. Code § 4-33-131(b) (Act 715 of 2023)
If on or before January 31 of each year, a nonprofit domestic corporation, nonprofit foreign corporation, or nonprofit corporation organized under § 4-28-101 et seq. has not filed an annual disclosure statement, the Secretary of State shall proclaim: (1) The corporate charter or authority of the nonprofit domestic corporation, nonprofit foreign corporation, or nonprofit corporation organized under § 4-28-101 et seq. as not current; and (2) That, according to the Secretary of State's records, the nonprofit domestic corporation, nonprofit foreign corporation, or nonprofit corporation organized under § 4-28-101 et seq. is delinquent in the filing of the annual disclosure statement for the prior year.
Source: https://arkleg.state.ar.us/Home/FTPDocument?path=%2FActs%2F2023R%2FPublic%2FACT715.pdf (accessed 2026-09-29).
Ark. Code § 4-33-131(c)(1) (Act 715 of 2023)
shall be reinstated to all the rights, powers, and property after the nonprofit domestic corporation, nonprofit foreign corporation, or nonprofit corporation organized under § 4-28-101 et seq. files an annual disclosure statement for the previous four (4) years that were delinquent.
Source: https://arkleg.state.ar.us/Home/FTPDocument?path=%2FActs%2F2023R%2FPublic%2FACT715.pdf (accessed 2026-09-29).
Ark. Code § 4-33-131(c)(2) (Act 715 of 2023)
The annual disclosure statement shall be satisfactory to the Secretary of State.
Source: https://arkleg.state.ar.us/Home/FTPDocument?path=%2FActs%2F2023R%2FPublic%2FACT715.pdf (accessed 2026-09-29).
Ark. Code § 4-33-131(c)(3) (Act 715 of 2023)
shall be retroactive to the time that the nonprofit domestic corporation's, nonprofit foreign corporation's, or nonprofit corporation's authority to do business in this state was declared as not current.
Source: https://arkleg.state.ar.us/Home/FTPDocument?path=%2FActs%2F2023R%2FPublic%2FACT715.pdf (accessed 2026-09-29).
Ark. Code § 4-33-131(d)(1) (Act 715 of 2023)
Reinstatement under subsection (c) of this section shall not be allowed after five (5) years from the date the charter or authority to do business in this state was declared not current under subdivision (b)(1) of this section.
Source: https://arkleg.state.ar.us/Home/FTPDocument?path=%2FActs%2F2023R%2FPublic%2FACT715.pdf (accessed 2026-09-29).
Ark. Code § 4-33-131(d)(2) (Act 715 of 2023)
shall be statutorily dissolved and the nonprofit domestic corporation, nonprofit foreign corporation, or nonprofit corporation organized under § 4-28-101 et seq. name shall become available immediately for use by another entity if deemed available by the Secretary of State.
Source: https://arkleg.state.ar.us/Home/FTPDocument?path=%2FActs%2F2023R%2FPublic%2FACT715.pdf (accessed 2026-09-29).
Ark. Code § 4-33-1420(1) (Act 638 of 2007)
the corporation does not pay within sixty (60) days after they are due any taxes or penalties imposed by this chapter;
Source: https://arkleg.state.ar.us/Acts/FTPDocument?path=%2FACTS%2F2007%2FPublic%2F&file=638.pdf&ddBienniumSession=2007%2FR (accessed 2026-09-29).
Ark. Code § 4-33-1420(2) (Act 638 of 2007)
the corporation is without a registered agent
Source: https://arkleg.state.ar.us/Acts/FTPDocument?path=%2FACTS%2F2007%2FPublic%2F&file=638.pdf&ddBienniumSession=2007%2FR (accessed 2026-09-29).
Ark. Code § 4-33-1420(2) (Act 638 of 2007)
in this state for one hundred twenty (120) days or more;
Source: https://arkleg.state.ar.us/Acts/FTPDocument?path=%2FACTS%2F2007%2FPublic%2F&file=638.pdf&ddBienniumSession=2007%2FR (accessed 2026-09-29).
Ark. Code § 4-33-1420(3) (Act 638 of 2007)
the corporation does not notify the Secretary of State within one hundred twenty (120) days that its registered agent
Source: https://arkleg.state.ar.us/Acts/FTPDocument?path=%2FACTS%2F2007%2FPublic%2F&file=638.pdf&ddBienniumSession=2007%2FR (accessed 2026-09-29).
Ark. Code § 4-33-1420(3) (Act 638 of 2007)
has been changed,
Source: https://arkleg.state.ar.us/Acts/FTPDocument?path=%2FACTS%2F2007%2FPublic%2F&file=638.pdf&ddBienniumSession=2007%2FR (accessed 2026-09-29).
Ark. Code § 4-33-1420(3) (Act 638 of 2007)
has resigned,
Source: https://arkleg.state.ar.us/Acts/FTPDocument?path=%2FACTS%2F2007%2FPublic%2F&file=638.pdf&ddBienniumSession=2007%2FR (accessed 2026-09-29).
Ark. Code § 4-33-1420(4) (Act 638 of 2007)
the corporation's period of duration, if any, stated in its articles of incorporation expires.
Source: https://arkleg.state.ar.us/Acts/FTPDocument?path=%2FACTS%2F2007%2FPublic%2F&file=638.pdf&ddBienniumSession=2007%2FR (accessed 2026-09-29).
Ark. Code § 4-33-1420(5) (Act 569 of 2007)
the corporation does not file the annual disclosure statement required under § 4-33-131 within sixty (60) days after it is due.
Source: https://arkleg.state.ar.us/Acts/FTPDocument?path=%2FACTS%2F2007%2FPublic%2F&file=569.pdf&ddBienniumSession=2007%2FR (accessed 2026-09-29).
Ark. Code § 4-33-1421(a) (Act 638 of 2007)
Upon determining that one (1) or more grounds exist under § 4-33-1420 for dissolving a corporation, the Secretary of State shall serve the corporation with written notice of that determination
Source: https://arkleg.state.ar.us/Acts/FTPDocument?path=%2FACTS%2F2007%2FPublic%2F&file=638.pdf&ddBienniumSession=2007%2FR (accessed 2026-09-29).
Ark. Code § 4-33-1421(b) (Act 638 of 2007)
If the corporation does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the Secretary of State that each ground determined by the Secretary of State does not exist within at least sixty (60) days after service of the notice is perfected
Source: https://arkleg.state.ar.us/Acts/FTPDocument?path=%2FACTS%2F2007%2FPublic%2F&file=638.pdf&ddBienniumSession=2007%2FR (accessed 2026-09-29).
Ark. Code § 4-33-1421(b) (Act 638 of 2007)
the Secretary of State may administratively dissolve the corporation by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date.
Source: https://arkleg.state.ar.us/Acts/FTPDocument?path=%2FACTS%2F2007%2FPublic%2F&file=638.pdf&ddBienniumSession=2007%2FR (accessed 2026-09-29).
Ark. Code § 4-33-1421(c)–(d) (Act 638 of 2007)
A corporation administratively dissolved continues its corporate existence but may not carry on any activities except those necessary to wind up and liquidate its affairs under § 4-33-1406 and notify its claimants under §§ 4-33-1407 and 4-33-1408. (d) The administrative dissolution of a corporation does not terminate the authority of its registered agent.
Source: https://arkleg.state.ar.us/Acts/FTPDocument?path=%2FACTS%2F2007%2FPublic%2F&file=638.pdf&ddBienniumSession=2007%2FR (accessed 2026-09-29).
Ark. Code § 4-33-1422(a) (Act 1147 of 1993)
A corporation administratively dissolved under section 1421 may apply to the Secretary of State for reinstatement within two years after the effective date of dissolution. The application must: (1) recite the name of the corporation and the effective date of its administrative dissolution; (2) state that the ground or grounds for dissolution either did not exist or have been eliminated; (3) state that the corporation's name satisfies the requirements of section 401; and (4) contain an affidavit or a certificate from the Department of Finance and Administration reciting that all state taxes owed by the corporation have been paid.
Source: https://www.arkleg.state.ar.us/Home/FTPDocument?path=%2FActs%2F1993%2FPublic%2F1147.pdf (accessed 2026-09-29).
Ark. Code § 4-33-1422(b) (Act 638 of 2007)
If the Secretary of State determines that the application contains the information required by subsection (a) of this section and that the information is correct, the Secretary of State shall cancel the certificate of dissolution and prepare a certificate of reinstatement reciting that determination and the effective date of reinstatement, file the original of the certificate, and serve a copy on the corporation
Source: https://arkleg.state.ar.us/Acts/FTPDocument?path=%2FACTS%2F2007%2FPublic%2F&file=638.pdf&ddBienniumSession=2007%2FR (accessed 2026-09-29).
Ark. Code § 4-33-1422(c) (Act 1147 of 1993)
When reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the corporation shall resume carrying on its activities as if the administrative dissolution had never occurred.
Source: https://www.arkleg.state.ar.us/Home/FTPDocument?path=%2FActs%2F1993%2FPublic%2F1147.pdf (accessed 2026-09-29).
Ark. Code § 4-33-1423(a) (Act 1147 of 1993)
with a written notice that explains the reasons for denial.
Source: https://www.arkleg.state.ar.us/Home/FTPDocument?path=%2FActs%2F1993%2FPublic%2F1147.pdf (accessed 2026-09-29).
Ark. Code § 4-33-1423(b) (Act 1147 of 1993)
within 90 days after service of the notice of denial is perfected.
Source: https://www.arkleg.state.ar.us/Home/FTPDocument?path=%2FActs%2F1993%2FPublic%2F1147.pdf (accessed 2026-09-29).
Ark. Code § 4-33-122(a) (Act 646 of 2007)
Application for reinstatement following administrative dissolution .........................................................$ 50.00
Source: https://arkleg.state.ar.us/Acts/FTPDocument?path=%2FACTS%2F2007%2FPublic%2F&file=646.pdf&ddBienniumSession=2007%2FR (accessed 2026-09-29).
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