Arkansas Foreign LLC Application for Certificate of Registration Filing Package

ARKANSAS FOREIGN LLC APPLICATION FOR CERTIFICATE OF REGISTRATION FILING PACKAGE

PART 1 - OVERVIEW AND FILING SUMMARY

PART 2 - PRE-FILING CHECKLIST

☐ Confirm the LLC is "transacting business" in Arkansas under Ark. Code Ann. § 4-38-905 (activities not constituting doing business).

☐ Obtain a Certificate of Existence / Good Standing from the state of formation. Current Form FL-01 does not state a 30-day age limit.

☐ Search Arkansas business entity database to confirm name availability.

☐ Confirm name complies with Ark. Code Ann. § 4-38-112: must contain "Limited Liability Company," "Limited Company," "LLC," "L.L.C.," "LC," or "L.C."

☐ If true name unavailable, choose a fictitious name for use in Arkansas (set forth in application).

☐ Appoint an Arkansas registered agent with a physical Arkansas street address (no P.O. boxes).

☐ Identify principal office (in state of formation) and principal office in Arkansas (if any).

☐ Identify at least one member or manager (name and title required).

☐ Identify the authorized member or managing agent who will execute the application.

☐ Prepare federal EIN for franchise tax form.

☐ Prepare the current $300 paper filing fee or verify the live online-portal fee before submission.

☐ Identify date of formation in state of origin.

☐ Identify any dissolution date.

☐ Confirm Arkansas tax registration (sales/use, withholding, corporate income).

☐ Confirm any local business licensing (city of operation).

PART 3 - APPLICATION FOR CERTIFICATE OF REGISTRATION (FORM FL-01 TEMPLATE)

ARKANSAS SECRETARY OF STATE
BUSINESS AND COMMERCIAL SERVICES DIVISION
APPLICATION FOR CERTIFICATE OF REGISTRATION OF FOREIGN LIMITED LIABILITY COMPANY
Form FL-01 - Filed pursuant to Act 1041 of 2021, Ark. Code Ann. §§ 4-38-201 and 4-38-903

1. Legal Name of the Foreign Limited Liability Company (as recorded in jurisdiction of formation):

[____________________________________________________________]

1A. Fictitious Name to be Used in Arkansas (only if true name is unavailable or noncompliant):

[____________________________________________________________]

2. State, Territory, or Country of Formation:

[________________________________]

3. Date of Organization (in state of formation):

[__/__/____]

4. Period of Duration / Date of Dissolution (if any; otherwise indicate "Perpetual"):

[________________________________]

5. Principal Office Address (in state of formation):

6. Principal Office Address in Arkansas (if any):

7. Arkansas Registered Agent:

8. Name and Title of at Least One Member or Manager:

8. Required Attachment:

☐ Certificate of Existence / Good Standing from state of formation; Form FL-01 states no 30-day age limit

Franchise-Tax Page and Filing Fee:

☐ Complete the franchise-tax contact page included with Form FL-01
☐ Filing fee: $300 on current paper Form FL-01; verify any online discount in the live portal

PART 4 - SECTION A: FRANCHISE TAX REGISTRATION (Filed concurrently)

ARKANSAS FRANCHISE TAX REGISTRATION

Annual Franchise Tax: $150 minimum due May 1 of each year (Ark. Code Ann. § 26-54-104).

PART 5 - EXECUTION

Authorized Member or Managing Agent:

The undersigned executes this Application for Certificate of Registration under oath and affirms under penalty of perjury that the information is accurate.

PART 6 - FEE SCHEDULE

PART 7 - NAME DISTINGUISHABILITY (Ark. Code Ann. §§ 4-38-112, 4-38-906)

Required identifier: Name must contain "Limited Liability Company," "Limited Company," or one of the abbreviations "LLC," "L.L.C.," "LC," or "L.C." per Ark. Code Ann. § 4-38-112(a).

Distinguishability: Name must be distinguishable on the records of the Arkansas Secretary of State from:

• All other registered domestic and foreign LLCs
• Corporations (domestic/foreign)
• Limited partnerships and LLPs (domestic/foreign)
• Reserved names

Inadequate distinctions:

• Punctuation, capitalization, spacing
• Articles ("a," "an," "the")
• Singular/plural variations
• Entity designator alone

If true name unavailable, the foreign LLC must:

☐ Adopt a fictitious name that IS distinguishable.

☐ Include the fictitious name on the application.

☐ Use the fictitious name in all Arkansas business activities.

Name reservation: Optional 120-day reservation for $22.50 online / $25 paper using Form RN-06 (or RN-06 LLC).

Pre-clearance search: Free entity search at https://www.sos.arkansas.gov/corps/search_all.php

PART 8 - POST-QUALIFICATION COMPLIANCE

8.1 Annual Franchise Tax (Ark. Code Ann. § 26-54-104)

8.2 Registered Agent Maintenance

☐ Continuously maintain an Arkansas registered agent with a physical Arkansas address.

☐ File RA-01 Notice of Change whenever the agent or address changes ($22.50 online / $25 paper).

☐ If agent resigns, appoint a successor promptly to avoid administrative revocation.

8.3 Amendments (Form FL-02)

File an Application for Amended Certificate of Registration when:

☐ True legal name changes in state of formation
☐ State/jurisdiction of formation changes
☐ Period of duration changes
☐ Other material item required in the original application changes

8.4 Arkansas Tax Registration

☐ Arkansas Department of Finance and Administration registration:

• Sales and use tax permit (if making taxable sales)
• Withholding tax (if employing Arkansas workers)
• Corporate income tax (if LLC taxed as corporation)
• Unemployment insurance (Arkansas Division of Workforce Services)

8.5 Local Business Licensing

☐ Check city and county requirements (Little Rock, Fayetteville, Fort Smith, etc., have municipal licensing).

8.6 Records

☐ Maintain copies of FL-01, certificate of registration, certificate of good standing from formation state, and all amendments.

PART 9 - APPLICATION FOR CANCELLATION OF FOREIGN LLC REGISTRATION (Form FL-04)

ARKANSAS SECRETARY OF STATE
APPLICATION FOR CANCELLATION OF REGISTRATION OF FOREIGN LIMITED LIABILITY COMPANY
Form FL-04 - Filed pursuant to Ark. Code Ann. § 4-38-911 (Withdrawal of registration)

9.1 Pre-Filing Checklist

☐ All franchise taxes paid through final year.
☐ Tax clearance from Arkansas Department of Finance and Administration (if required).
☐ All known creditors notified (recommended).
☐ All Arkansas registered agent fees paid.
☐ Filing fee prepared: $45 online / $50 paper.

9.2 Cancellation Form

1. Name of Foreign LLC:

[____________________________________________________________]

2. Arkansas Filing Number:

[________________________________]

3. State / Country of Formation:

[________________________________]

4. Effective Date of Cancellation:

☐ Upon filing
☐ [__/__/____]

5. Statement that the LLC No Longer Transacts Business in Arkansas and Surrenders Authority:

The foreign LLC hereby surrenders its authority to transact business in Arkansas and cancels its certificate of registration.

6. Consent to Service of Process:

The foreign LLC consents that service of process upon the Arkansas Secretary of State is sufficient service in any action arising during the period of registration in Arkansas.

7. Address for Future Service of Process:

9.3 Execution

PART 10 - PENALTIES FOR FAILURE TO REGISTER (Ark. Code Ann. § 4-38-913)

A foreign LLC transacting business in Arkansas without a certificate of registration:

• Cannot maintain any action, suit, or proceeding in any Arkansas court until properly registered.
• Is liable for back filing fees and franchise taxes that would have been due since the date business commenced in Arkansas.
• Is subject to a civil penalty not to exceed $5,000 for each twelve-month period (or part) of unregistered operation, recoverable in an action by the Attorney General, who may also obtain an injunction restraining further business until all penalties, interest, and costs are paid (§ 4-38-913(e)-(f)).
• The failure does NOT impair the validity of any contract or act of the LLC, nor preclude the LLC from defending an action in Arkansas (§ 4-38-913(b)).
• A member or manager is not personally liable for the LLC's debts solely because it transacted business without registration (§ 4-38-913(g)).

PART 11 - SOURCES AND REFERENCES

• Arkansas Secretary of State - Business Services: https://www.sos.arkansas.gov/business-commercial-services-bcs
• Foreign LLC Forms and Fees: https://www.sos.arkansas.gov/business-commercial-services-bcs/forms-fees/llc/foreign-llc
• Form FL-01 (PDF, rev. 12/24): https://www.sos.arkansas.gov/uploads/bcs/FL-01.pdf
• Corporations Online Filing System: https://www.ark.org/sos/corpfilings/
• Franchise Tax Online Portal: https://www.ark.org/sos/franchise/
• Business Entity Search: https://www.sos.arkansas.gov/corps/search_all.php
• Arkansas Code Title 4, Chapter 38 (Uniform Limited Liability Company Act, Act 1041 of 2021, eff. 7/28/2021; foreign LLCs at §§ 4-38-901 to 913). The former Ch. 32 "Small Business Entity Tax Pass Through Act" was superseded by the ULLCA.
• Arkansas Department of Finance and Administration: https://www.dfa.arkansas.gov