The Articles of Incorporation Arkansas must be filed with the Secretary of State in order to start a corporation. The Articles of Incorporation do not have to be a complex document.

What Are the Articles of Incorporation?

In order to register your company in the state, the Articles of Incorporation must be filed with the Arkansas Secretary of State (SOS). The articles may be filed in the following ways:

  • In person
  • Online
  • Fax
  • Mail

There is a fee to file the articles or reserve a business name. Turnaround for filing is about three to five business days.

What Is a Corporation?

A corporation's stockholders are personally protected from any debts, liability, and obligations that the business incurs. In cases where an employee is sued, the stockholders' assets are protected by limited liability. A corporation is officially formed when the Articles of Incorporation are filed with the SOS.

Articles of Incorporation Requirements: Name of the Corporation

Make sure that the corporate name you want to use is unique and available by searching the online database of the SOS. In order for a corporation to do business in Arkansas, the business name must be distinguishable and unique from all other names of corporations operating in the state. A business name can be reserved for 120 days with the SOS. Business names for corporations in Arkansas may be followed by the following designations, including:

  • Company
  • Co.
  • Corporation
  • Corp.
  • Incorporated
  • Inc.
  • Ltd.
  • Limited

For example, "Smith and Company" isn't acceptable, but "Smith and Company, Inc." is. Also, a corporation name may not contain phrases or words that imply that the business is operating for a different purpose. Business names for corporations in Arkansas cannot be followed by the following destinations unless they've been specially approved by the state, including:

  • Insurance
  • Banking
  • Bank
  • Engineering

Articles of Incorporation Requirements: Company Purpose

Clarifying the primary purpose of the business is required by Arkansas law. The requirements for the Articles of Incorporation include documenting the purpose clause of the Arkansas corporation. The clause will typically acknowledge the Business Corporation Act and state the primary reason, or purpose, for doing business. You should describe the reason for forming the company and explain the business industry/activity that you'll be participating in.

Articles of Incorporation Requirements: Names and Addresses of the Incorporators

An incorporator is the individual or business that's authorized to create the corporation. Remember, the incorporator doesn't have a claim or stake in the business being formed. The addresses and names of the incorporators must be included in the Articles of Incorporation. An incorporator must also meet the following criteria:

  • Must have at a minimum of one incorporator
  • Must be at least 21 years old
  • Must transact business and elect directors after the articles have been filed

Articles of Incorporation Requirements: Specifying Directors

The responsibility of a director is to manage the corporation's initial operations and affairs. Directors have a fiduciary duty to the business and must:

  • Act in good faith
  • Act in the best interest of the stockholders and the corporation
  • Exercise sound business judgment

Corporations are required have at least three directors except in cases where there are only one or two stockholders. When there are less than three directors, the number of directors must equal or exceed the number of stockholders. There is no legal designation regarding the maximum number of directors that a corporation can have in Arkansas. The Articles of Incorporation will address the number of original directors and the bylaws will track the number of ongoing directors.

The Articles of Incorporation may protect the action or inaction of a director with limited liability, except in the following cases:

  • An intentional violation of the law
  • Unlawful distributions
  • Intentional harm was done to the stockholders or corporation
  • A director benefited from a transaction(s) in which they were not entitled

The directors are not required to be residents of Arkansas or be stockholders. The requirements for directors can be addressed in the bylaws or Articles of Incorporation.

Articles of Incorporation Requirements: Registered Agent Information

A registered agent is an individual or professional corporate service that receives legal documents and other correspondence on the behalf of the corporation.

What Are the Arkansas Corporation Post-Filing Requirements?

An annual franchise report must be filed with the SOS every May 1. Annual reports may be signed by the organization's:

  • Vice President
  • President
  • Secretary
  • Controller or Treasurer

Faxed or electronic signatures are not allowed.

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