Arkansas Corporation Voluntary Dissolution and Closure Packet

ARKANSAS CORPORATION VOLUNTARY DISSOLUTION AND CLOSURE PACKET

Important Use Gate

Use only for a solvent Arkansas domestic business corporation pursuing voluntary dissolution. Select Route A only when no shares have been issued or business has not commenced, no corporate debt remains unpaid, and any remaining net assets have been distributed if shares were issued. Otherwise use Route B when the board and shareholders authorize dissolution. Do not use for a nonprofit, professional, public-benefit, regulated, foreign, insolvent, bankrupt, judicially dissolved, administratively dissolved, merged, converted, or control-disputed entity without a separate current-law workflow.

Only the authorized articles in Section 4 are intended for state filing. Keep the approval and closure records in the corporation's file. Confirm the current Secretary of State form or portal before submitting; its current listing identifies DN-10 for the board-and-shareholder route and requires a final franchise-tax report with the articles. The agency's final-report form says the report and payment must precede dissolution. Complete that report and payment before filing the articles, and follow the current submission instructions.

1. Corporation and Route Profile

Attach the articles and amendments, bylaws, stock ledger, voting agreements, shareholder agreements, board and shareholder records, current state entity record, financial statements, tax records, contracts, claims, liens, and insurance information.

2. Arkansas Approval Gate

Route A — § 4-27-1401. A majority of the incorporators or initial directors may authorize dissolution when the statutory eligibility facts in the use gate are true. The articles must identify the corporation and incorporation date, state the applicable no-shares or no-business fact, confirm that no debt remains unpaid, address distribution of remaining net assets if shares were issued, and state that the required majority authorized dissolution. Do not use Route B's shareholder-vote form for this route.

Route B — § 4-27-1402. The board proposes dissolution and ordinarily recommends it, subject to the conflict or special-circumstances exception. Give meeting notice to every shareholder. Unless the articles or the board require a greater vote or voting-group approval, adoption requires a majority of all votes entitled to be cast on the proposal.

Core approval sources: Ark. Code Ann. §§ 4-27-1401–1402.

Do not authorize dissolution until every applicable constituency, notice, quorum, vote, consent, and appraisal-right issue is documented from current authority.

3. Internal Approval Record

Route A — Incorporators or Initial Directors

The undersigned ☐ incorporators ☐ initial directors confirm the Route A facts above, approve voluntary dissolution by majority, and authorize [NAME AND TITLE] to sign and deliver the Route A articles after the final franchise-tax report and payment are completed.

Number of incorporators or initial directors: [____] Number voting for dissolution: [____] Majority confirmed: ☐ Yes ☐ No

Route B — Board and Shareholders

Board Resolution

The board reviewed the corporation's governing documents, capitalization, financial condition, claims, contracts, taxes, employees, property, insurance, permits, data, and closure plan.

RESOLVED, that the board proposes dissolution for submission to the shareholders for their approval under Ark. Code Ann. § 4-27-1402;

The board records one recommendation decision:

☐ The board recommends that the shareholders approve the dissolution proposal.

☐ The board determines that [SPECIFIC CONFLICT OF INTEREST OR OTHER SPECIAL CIRCUMSTANCES] warrants no recommendation and will communicate that basis to the shareholders with the proposal.

RESOLVED, that [NAME / TITLE] is authorized to coordinate winding up and prepare current state filings, but may submit a filing only after counsel confirms all statutory and form prerequisites;

RESOLVED, that no shareholder distribution may be made until liabilities and legally sufficient reserves have been reviewed and approved.

Board meeting secretary or chair: [________________________________]

Attesting signature: [________________________________] Date: [__/__/____]

Shareholder Approval Record

Attach the meeting notice, delivery proof, proposal, board recommendation or permitted explanation, voting ledger, proxies, ballots, minutes, and any written consents.

Shareholder meeting secretary: [________________________________]

Attesting signature: [________________________________] Date: [__/__/____]

4. Filing and Effectiveness Control

Complete one set of articles below. Transfer its verified information to the current Secretary of State form or portal if that is the agency's required filing route. Sign and submit only the applicable articles, with the final franchise-tax report and payment as instructed; retain the rest of this packet internally. Under § 4-27-1403(b), Route B dissolution takes effect when its filed articles become effective.

Route A — Articles of Dissolution by Incorporators or Initial Directors

Corporation name: [________________________________]

Date of incorporation: [__/__/____]

Statutory eligibility — select at least one true fact: ☐ No shares have been issued. ☐ The corporation has not commenced business.

Debt statement: No debt of the corporation remains unpaid. Supporting payoff and reserve record: [________________________________].

Net assets: ☐ No shares were issued. ☐ Shares were issued and all net assets remaining after winding up have been distributed to shareholders. Distribution record: [________________________________].

Authorization: A majority of the ☐ incorporators ☐ initial directors authorized dissolution on [__/__/____]. The signed approval record is retained in Section 3.

Authorized signer: [NAME] Capacity: [TITLE]

Signature: [________________________________] Date: [__/__/____]

Route B — Articles of Dissolution by Board and Shareholders

Corporation name: [________________________________]

Date dissolution was authorized: [__/__/____]

Votes entitled to be cast on the proposal: [________________________________]

Report the shareholder vote using one statutory alternative:

☐ Total votes cast for dissolution: [____]; total votes cast against dissolution: [____].

☐ Total undisputed votes cast for dissolution: [____].

The votes cast for dissolution were sufficient for approval.

Separate voting groups: ☐ None required. ☐ Required; attach a signed schedule giving the same entitled-vote and vote-result information for each group.

Authorized officer: [NAME] Title: [TITLE]

Signature: [________________________________] Date: [__/__/____]

The current Secretary of State DN-10 asks for the Route B information and an authorized officer's signature. Verify the accepted form and filing channel for the selected route. Do not submit either draft with an unselected alternative or unresolved bracket.

☐ Final franchise-tax report completed, payment calculated, and agency submission instructions checked.

☐ Current articles form or online workflow and fee confirmed with the Secretary of State.

☐ Signed articles and final franchise-tax report/payment submitted through the selected route; acceptance evidence retained.

Confirm whether state law uses one filing to commence dissolution, a later filing after winding up, or another sequence. Do not treat internal approval, state acceptance, tax closure, and completion of winding up as interchangeable events.

5. Winding-Up Workplan

6. Claims and Distribution Control

Do not improvise a claim-bar notice, publication period, rejection deadline, or distribution priority. Use a statutory claims procedure only after counsel verifies every current content, recipient, delivery, publication, response, security, and limitations requirement.

7. Tax, Agency, and Foreign-Qualification Register

A state dissolution filing does not by itself close federal, tax, payroll, unemployment, sales-tax, licensing, permit, benefit-plan, unclaimed-property, or foreign-registration accounts.

8. Completion and Records Certificate

The responsible persons report that approval and filing records are complete; assets, liabilities, claims, taxes, employees, contracts, permits, insurance, data, and foreign registrations were addressed or assigned; reserves and distributions were approved; and the final state status was confirmed.

Final counsel authorization: [FILE / HOLD / FURTHER REVIEW]