Qualifications to Do Business: Corporation

A foreign corporation may not transact business in Arkansas until it obtains a certificate of authority from the Secretary of State. The following activities, among others, do not constitute transacting business: (1) Maintaining, defending, or settling any proceeding; (2) Holding meetings of the board of directors or shareholders, or carrying on other activities concerning internal corporate affairs; (3) Maintaining bank accounts; (4) Maintaining offices or agencies for the transfer, exchange, and registration of the corporation's own securities or maintaining trustees or depositaries with respect to those securities; (5) Selling through independent contractors; (6) Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts; (7) Creating or acquiring indebtedness, mortgages, and security interests in real or personal property; (8) Securing or collecting debts or enforcing mortgages and security interests in property securing the debts; (9) Owning, without more, real or personal property; (10) Conducting an isolated transaction that is completed within thirty (30) days and that is not one in the course of repeated transactions of a like nature; (11) Transacting business in interstate commerce.(A.C.A. § 4-27-1501)

A foreign corporation may apply for a certificate of authority to transact business in this state by delivering an application to the Secretary of State for filing. The application must set forth: (1) the name of the foreign corporation or, if its name is unavailable for use in this state, a corporate name that satisfies statuory requirements; (2) the name of the state or country under whose law it is incorporated; (3) its date of incorporation and period of duration; (4) the street address of its principal office; (5) the information required by Model Registerd Agents Act; and (6) the number and par value, if any, of shares of the corporation's capital stock owned or to be owned by residents of Arkansas. (A.C.A. § 4-27-1503)

A certificate of authority authorizes the foreign corporation to which it is issued to transact business in this state subject, however, to the right of the state to revoke the certificate. A foreign corporation with a valid certificate of authority has the same but no greater rights and has the same but no greater privileges as, and is subject to the same duties, restrictions, penalties, and liabilities now or later imposed on, a domestic corporation of like character. (A.C.A. § 4-27-1505)

If the corporate name of a foreign corporation does not satisfy statutory requirements, the foreign corporation to obtain or maintain a certificate of authority to transact business in this state: may add the word “corporation”, “incorporated”, “company”, or “limited”, or the abbreviation “corp.”, “inc.”, “co.”, or “ltd.”, to its corporate name for use in this state; or may use a fictitious name to transact business in this state if its real name is unavailable and it delivers to the Secretary of State for filing a copy of the resolution of its board of directors, certified by its secretary, adopting the fictitious name. The corporate name (including a fictitious name adopted because its real name is unavailable) of a foreign corporation must be distinguished upon the records of the Secretary of State from: (1) the corporate name of a corporation incorporated or authorized to transact business in Arkansas; (2) a corporate name reserved or registered under the Business Corporation Act; (3) the fictitious name, adopted because its real name was unavailable, of another foreign corporation authorized to transact business in Arkansas; and (4) the corporate name of a not-for-profit corporation incorporated or authorized to transact business Arkansas. A foreign corporation may apply to the Secretary of State for authorization to use Arkansas the name of another corporation (incorporated or authorized to transact business in this state) that is not distinguishable upon his records from the name applied for. The Secretary of State shall authorize use of the name applied for if: the other corporation consents to the use in writing and submits an undertaking in form satisfactory to the Secretary of State to change its name to a name that is distinguishable upon the records of the Secretary of State from the name of the applying corporation; or the applicant delivers to the Secretary of State a certified copy of a final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in Arkansas. A foreign corporation may use in Arkansas the name (including the fictitious name) of another domestic or foreign corporation that is used in the state if the other corporation is incorporated or authorized to transact business in the state and the foreign corporation: has merged with the other corporation; has been formed by reorganization of the other corporation; or has acquired all or substantially all of the assets, including the corporate name, of the other corporation. (A.C.A. § 4-27-1506)

The registered agent of a foreign corporation authorized to transact business in this state is the corporation's agent for service of process, notice, or demand required or permitted by law to be served on the foreign corporation. (A.C.A. § 4-27-1510)