Arkansas Articles of Dissolution

Introduction

Key Things to Know

1. 1

   Arkansas Articles of Dissolution, Secretary of State form DN-10, is the filing that ends a domestic for-profit stock corporation's existence under the Arkansas Business Corporation Act of 1987. The slug and the state's own label match here, which is not true everywhere. A corporation formed before midnight on December 31, 1987 that never elected into the 1987 Act uses the old-code form instead, and an Arkansas LLC works off a different fee schedule and different forms entirely.

2. 2

   The Final Franchise Tax Report travels with the Articles. The Secretary of State's corporations fee schedule prints the requirement in a parenthetical on the report's own row, and the report form is headed To be submitted prior to Dissolution or Withdrawal. Its minimum tax due for a corporation with authorized stock is $150.

3. 3

   Section 26-54-105(d)(1) sets what that payment covers: the franchise tax for the prior calendar year plus the minimum franchise tax for the year in which the corporation dissolves or withdraws, both payable at the time of dissolution. Arkansas corporations otherwise remit franchise tax by May 1 of the reporting year.

4. 4

   Nonpayment blocks the paperwork rather than triggering a separate certificate. Under Section 26-54-114(a) a corporation owing past-due franchise taxes to the Secretary of State may not file forms or documents related to that corporation, create a new entity in Arkansas, or obtain authority to do business here. The statute defines past-due narrowly, as taxes owed three years prior to the year of the current filing.

5. 5

   Form DN-10 costs $45 filed online and $50 filed on paper, and the form face prints the $50 figure. The old-code Certificate of Dissolution, form DO-7, is $50 and paper only, with no online route published. Reversing course later is the expensive filing: Revocation of Dissolution, form DN-11, is $150.

6. 6

   Shareholder approval runs on a plain majority. Section 4-27-1402(e) requires approval by a majority of all the votes entitled to be cast on the proposal unless the articles of incorporation or the board demand a greater vote or voting by groups. The board must recommend dissolution unless a conflict of interest or other special circumstance makes it decline and explain why, and every shareholder must be notified of the meeting whether or not entitled to vote.

7. 7

   A corporation that never issued shares or never commenced business can skip the shareholder vote. Section 4-27-1401 lets a majority of the incorporators or initial directors authorize the dissolution, with recitals covering the incorporation date, the no-shares or no-business fact, that no debt remains unpaid, and that net assets have been distributed. The Secretary of State publishes no separate short form for that route, so the fee is the same.

Arkansas Requirements for Articles of Dissolution

• Final Franchise Tax Report Filed With the Articles

  The Secretary of State's corporations fee schedule lists the Final Franchise Tax Report directly under Articles of Dissolution with the parenthetical that it must be submitted with the Articles of Dissolution, minimum $150. The report form is headed To be submitted prior to Dissolution or Withdrawal and states that failure to file it with payment will result in the corporation's inability to dissolve or withdraw.

• No Third Agency Certificate or Consent

  Arkansas requires no tax clearance certificate and no revenue department consent, because the Secretary of State both collects the corporate franchise tax and accepts the dissolution. Section 26-54-114(a) bars a corporation owing past-due franchise taxes to the Secretary of State from filing forms or documents related to that corporation. A scan of every section of the voluntary dissolution subchapter, 4-27-1401 through 4-27-1407, found no reference to clearance, consent, revenue or tax.

• Form DN-10 Under Section 4-27-1403

  Arkansas uses form DN-10, Articles of Dissolution, revision 1/25, filed with the Business and Commercial Services Division under Act 958 of 1987 and Section 4-27-1403. It asks for the corporate name, the date dissolution was authorized, the votes entitled to be cast, either the votes for and against or the undisputed votes for, voting group detail where required, and a statement that the vote was sufficient for approval.

• Old Code Corporations File Form DO-7 Instead

  A corporation that existed before midnight on December 31, 1987 and never amended its articles to elect into the 1987 Act files the old code Certificate of Dissolution, form DO-7, under Section 4-26-1102. That form is $50, paper only, and requires signature by both the President and the Secretary, the corporate seal affixed and duly attested, and an attached copy of the shareholders resolution directing the dissolution.

• Filing Fee of $45 Online or $50 on Paper

  The Secretary of State's current corporations fee schedule charges $45 for Articles of Dissolution filed online and $50 filed on paper, and the DN-10 form face prints the $50 paper figure. No surcharge or expedite fee appears on the schedule or the form. Revocation of Dissolution, form DN-11, is a separate $150 paper filing.

• Majority of All Votes Entitled To Be Cast

  Section 4-27-1402(e) requires approval by a majority of all the votes entitled to be cast on the proposal to dissolve unless the articles of incorporation or the board require a greater vote or voting by voting groups. The board must recommend dissolution unless a conflict of interest or other special circumstance leads it to make no recommendation and communicate the basis, and every shareholder must be notified of the meeting whether or not entitled to vote.

• Creditor Notice Is Optional, With a 120 Day Floor

  Both Arkansas notice routes are elective. Section 4-27-1406 says a dissolved corporation may notify known claimants in writing, with a deadline not fewer than 120 days from the effective date of the notice and 90 days for a claimant to sue after a rejection notice. Section 4-27-1407 says it may also publish once in a newspaper of general circulation in the county of its principal office, or in Pulaski County if it had none in Arkansas, which bars covered claims not sued on within five years.

• Pre-Share Route Under Section 4-27-1401

  A corporation that has not issued shares or has not commenced business can be dissolved by a majority of its incorporators or initial directors, with recitals covering the incorporation date, the no shares or no business fact, that no debt remains unpaid, and that net assets after winding up have been distributed. The Secretary of State publishes no separate short form and no reduced fee for this route.