Nonprofit Corporation Merger Approval and Filing Requirements in Arkansas

At a glance

Requirements one by one

Governing law and eligible parties

Chapter 33 applies to corporations formed from January 1, 1994 and older corporations that elected it; a non-electing pre-1994 corporation continues under earlier law (§ 4-33-1701). Under § 4-33-1101(a), two or more nonprofit corporations may merge. A foreign nonprofit may participate if its home law permits the merger and it follows that law (§ 4-33-1106(a)).

Plan and treatment of interests

The plan identifies each party and survivor, the merger terms, and any membership conversion (§ 4-33-1101(b)). Mutual-benefit memberships may convert to obligations, securities, cash or other property. The plan may also change the survivor's articles or bylaws (§ 4-33-1101(c)).

Board action and member vote

The board approves the plan under § 4-33-1103(a). Members, if any, ordinarily approve by the lesser of two-thirds of votes cast or a majority of voting power. A class votes separately if a comparable articles or bylaws amendment would give it a class vote, using the same formula for that class (§ 4-33-1103(f)). The board may condition submission, and members may condition approval, on a higher percentage or other basis (§ 4-33-1103(c)).

Notice, plan delivery, and consent

For a meeting, all members receive notice stating that the merger is a purpose and enclosing the plan or a summary (§ 4-33-1103(d)); the summary for a disappearing corporation also includes its survivor's post-merger articles and bylaws. § 4-33-705 describes a fair-and-reasonable 10–60 day notice window, with a 30-day minimum for mail other than first class or registered. Solicitation by written consent or ballot also carries the plan or summary (§ 4-33-1103(e)); consent requires 80% of voting power (§ 4-33-704(a)), while § 4-33-708 allows a written ballot under its quorum and vote conditions.

No members

When there are no members, § 4-33-1103(b) requires a majority of directors in office. Each director gets the proposed-merger purpose in the meeting notice and the seven-day written notice prescribed by § 4-33-822(c). That text does not expressly place a corporation with nonvoting members on the no-members route.

Charitable restrictions and court review

§ 4-33-1102(a) allows a public-benefit or religious corporation to merge without prior court approval only with another such corporation, a qualifying foreign corporation, or a mutual-benefit corporation if the public-benefit or religious corporation survives and retains that status. § 4-33-1102(b) requires a court order before one of its members receives merger value beyond a membership in the surviving public-benefit or religious corporation. Existing conditions on property follow it to the survivor (§ 4-33-1105(2)).

Filing and effective time

The survivor delivers articles of merger to the Secretary of State, including the plan itself, and reports the board/member approval and class-vote information specified in § 4-33-1104. Under § 4-33-123, the articles ordinarily take effect on filing, or may set a delayed time and date no later than the 90th day after filing.

Changes, abandonment, and simplified routes

Before articles are filed, § 4-33-1103(g) permits abandonment under the plan's procedure, or by the board if none is specified, subject to contractual rights. A material change must be checked against the approvals required by § 4-33-1103(a). Chapter 33's merger article prescribes the ordinary plan-and-articles route; it does not set out a separate nonprofit parent shortcut (§§ 4-33-1101–1104).

What trips people up

The meeting vote and written-consent thresholds differ: § 4-33-1103(a) uses the lesser of two-thirds of votes cast or a majority of voting power, while § 4-33-704(a) uses 80% of voting power. The articles must contain the plan under § 4-33-1104(1), so a private-plan-only filing is insufficient.

Common questions

Can an older nonprofit use this route? A pre-1994 corporation must have elected Chapter 33; otherwise § 4-33-1701 keeps it under earlier law.

May a foreign nonprofit survive? Section 4-33-1106(a) permits this if foreign law allows it and the foreign survivor complies with Arkansas's articles-filing rule.

Do donor conditions disappear? No. Section 4-33-1105(2) carries existing conditions on property into the survivor.

Statutes and sources

The statute entries above reproduce official Arkansas enrolled acts, accessed October 3, 2026.