Arkansas’ LLC statutes lay out the procedures for forming and operating an Arkansas limited liability corporation (LLC).
We provide straightforward explanations of Arkansas LLC legislation in this guide, including:
Requirements for forming an LLC
Duties of a Registered Agent and Appointment Operating Agreements
Requirements for forming an LLC
Arkansas LLC statutes outline the conditions for establishing an LLC. To make the procedure easier, the State of Arkansas developed the SOS Corporations Online Filing System and a PDF Certificate of Organization form.
Arkansas Corporation Formation Statute
The Arkansas Uniform Limited Liability Company Act contains the following LLC creation statutes:
4-38-201. Limited liability corporation formation; certificate of establishment.
(a) One or more people may serve as organizers to incorporate a limited liability corporation by providing a certificate of organization to the Secretary of State for filing.
(a) A certificate of organization must include the following information:
(1) the name of the limited liability firm, as required by 4-38-112;
(2) the company’s main office’s street and postal addresses; and
(3) the information specified in 4-20-105 (a).
(c) A certificate of organization may include statements other than those required by subsection (b), but it may not change or otherwise impact the requirements provided in 4-38-105(e) and (f) in a way that is inconsistent with that section. A declaration in a certificate of incorporation, on the other hand, is ineffective as a statement of authority.
(d) When the certificate of incorporation becomes effective and at least one person becomes a member or manager, a limited liability company is constituted.
What This Means: Key Points*
The Arkansas LLC Act specifies the procedures for establishing (or creating) an LLC. To satisfy these criteria, the State of Arkansas provides online and mail-in LLC filing options.
Arkansas LLC Formation Information Required:
The name of LLC (Must meet Arkansas LLC naming requirements)
Whether the LLC is controlled by members or by managers
Name of the registered agent and location of the Arkansas registered office
Duties of a Registered Agent and Appointment
The responsibilities and appointment of the LLC registered agent are defined under Arkansas LLC legislation.
Arkansas Statute on Registered Agents for Limited Liability Companies
The Arkansas Model Registered Agents Act contains the following registered agent statutes:
4-20-105. Designation of a registered agent.
(a) A registered agent filing must include the following information:
(1) the name of the commercial registered agent of the represented company; or
(2) The name and address of the entity’s noncommercial registered agent, if the entity does not have a commercial registered agent:
(A) the entity’s registered agent’s name and address; or
(B) the title of an office or other position held by the entity if service of process is to be addressed to the person holding that office or position, as well as the location of that person’s business office.
(b) Appointing a registered agent under paragraph (a)(1) or (2) constitutes an acknowledgment by the represented entity that the agent has agreed to act as such.
(c) The Secretary of State must make a daily list of filings including the name of a registered agent accessible in a record as soon as practical. The list must include:
(1) be accessible on at least 14 calendar days;
(2) list the names of the registered agents alphabetically; and
(3) provide the kind of filing and the name of the represented entity submitting.
What This Means: Key Points*
The role of a registered agent is to accept service of process (legal summons to a lawsuit).
A registered agent in Arkansas must:
Keep a registered office in Arkansas (i.e., no P.O. boxes)
Be a person, an Arkansas company or LLC, or a foreign corporation or LLC with the same business address as the registered office.
The State of Arkansas keeps registered agent information on file. You must complete a change of registered agent form if you change your registered agent or if your registered agent resigns.
Operating Contracts
Arkansas LLC statutes outline the steps required to create and maintain an LLC operating agreement.
The Arkansas Uniform Limited Liability Company Act contains the following operating agreement statutes:
Definitions (4-38-102).
(13) “Operating agreement” means the agreement of all the members of a limited liability company, including a solitary member, about the topics mentioned in 4-38-105, whether or not referred to as an operating agreement and whether spoken, inferred, in a record, or in any combination thereof (a). The agreement as changed or restated is included in the definition.
What This Means: Key Points*
An LLC operating agreement enables LLC members to establish ground rules for how their particular LLC will run. These regulations are often referred to as “terms” or “provisions.”
Operating agreements are governed by state law. If the legislation states that LLC members cannot dissolve an LLC unless all members agree, LLC members cannot amend or override the statute by an operating agreement.
It is simpler to negotiate difficulties regarding the running of the LLC when an operating agreement is in place. In the event of a litigation or disagreement, LLC members (or the courts) will have something to refer to.
If an LLC member cannot settle a disagreement and there is no operating agreement, the courts will apply LLC legislation to determine the matter.
Making an Operating Contract
Some LLCs, such as professional or real estate LLCs, may need special terms, but others may merely require basic provisions:
Responsibilities of each member
How will new members be admitted?
How may current members transfer or cancel their membership?
How will earnings and dividends be distributed?
The procedure for making changes to the operating agreement