Filing articles of incorporation in Arkansas costs $50 and creates your corporation as a legal entity the moment the Secretary of State accepts the document. The filing itself is short, but every required piece has to be right or the office will reject it. Here is what Arkansas law requires, how to file, and what has to happen immediately after your corporation exists.
What the Articles Must Contain
Arkansas law requires five categories of information in every set of articles.1Justia. Arkansas Code 4-27-202 – Articles of Incorporation Missing any one of them means rejection.
- A corporate name that meets the rules of § 4-27-401.
- The number of shares the corporation is authorized to issue, with par value or a statement that shares have no par value. Multiple classes of stock must be described separately.
- The name and street address of the corporation’s Arkansas registered agent, as required by § 4-20-105.
- The name and address of each incorporator signing the articles.
- The primary purpose for which you are forming the corporation. This is informational and does not limit the corporation’s broad legal powers unless the articles say so.
Corporate Name Rules
Your name must include one of these words or abbreviations: Corporation, Incorporated, Company, Limited, Corp., Inc., Co., or Ltd.2Justia. Arkansas Code 4-27-401 – Corporate Name Foreign-language equivalents are acceptable. The name cannot suggest a purpose other than what the articles describe.
It also has to be distinguishable on the Secretary of State’s records from any other corporation incorporated or authorized in Arkansas, any reserved or registered corporate name, and any fictitious name used by a foreign corporation in the state. Two names that differ only by a suffix, by an article like “the,” by “&” versus “and,” by singular versus plural, or by punctuation are not considered distinguishable. If the name you want is already in use, you can get written consent from the holder or a court order establishing your right to it.
Authorized Shares and Par Value
The articles have to state how many shares the corporation can issue. With a single class of stock, you either assign a par value per share or state that the shares have no par value. With multiple classes, you break out the number of shares and the par value (or lack of it) for each class separately.1Justia. Arkansas Code 4-27-202 – Articles of Incorporation
Authorized shares are the ceiling, not the floor. Arkansas franchise tax is based on outstanding (issued) stock, not authorized stock, so a large authorization does not raise your tax by itself. Most small corporations authorize a moderate number of no-par-value shares and issue only what they need.
Registered Agent
Every Arkansas corporation must keep a registered agent in the state to receive lawsuits and official correspondence. By listing the agent on the articles, you are confirming to the Secretary of State that the agent has agreed to serve.3Justia. Arkansas Code 4-20-105 – Appointment of Registered Agent
Arkansas recognizes two types. A commercial registered agent is a business providing agent services professionally. A noncommercial agent is typically an individual or the corporation itself, identified by name and street address. You can also designate an officer or position inside the corporation to receive service at the business office address.
Pay attention to this one after formation. If a corporation goes 60 days or more without a registered agent in the state, the Secretary of State can start administrative dissolution.4Justia. Arkansas Code 4-27-1420 – Grounds for Administrative Dissolution The same 60-day clock runs if the agent resigns or moves and you don’t update the record.
Incorporators
Any person can act as an incorporator by signing and delivering the articles.5Justia. Arkansas Code 4-27-201 – Incorporators One is enough; several is fine. Minors between 16 and 18 can form a corporation, but an adult at least 21 years old has to sign and file on their behalf. List the name and address of each incorporator.
Optional Provisions Worth Adding Now
Arkansas lets you add provisions beyond the required five. These matter because changing the articles later takes a shareholder vote, so putting something in at formation is far easier than retrofitting it.1Justia. Arkansas Code 4-27-202 – Articles of Incorporation Common additions include naming the initial board of directors so they can act immediately without waiting on the organizational meeting; limiting director personal liability for breaches of fiduciary duty (with statutory carve-outs for disloyalty, intentional misconduct, knowing legal violations, improper personal benefits, and third-party liability); and defining or limiting the powers of the corporation, board, or shareholders. Imposing personal liability on shareholders for corporate debts is also allowed but rarely used, since most owners want the opposite.
How to File and What It Costs
The filing fee is $50 whether you file online or submit a paper form by mail or in person.6Arkansas Secretary of State. Corporate Fee Schedule Mailed filings go to the Business and Commercial Services Division at the State Capitol in Little Rock.
Processing currently runs one to three business days across all submission methods.7Arkansas Secretary of State. Starting a New Business The office attributes the timeline to heavy filing volume, so if your formation date matters for a contract or closing, build in a buffer. A name without a required identifier, missing share information, or any other incomplete field will cause rejection and restart the clock.
Once the Secretary of State accepts the filing, the corporation exists as of the date and time stamped on the document.
What to Do Right After Approval
Hold the Organizational Meeting and Adopt Bylaws
A majority of the incorporators calls an organizational meeting to finish the internal setup.8Justia. Arkansas Code 4-27-205 – Organization of Corporation Typical business at this meeting includes adopting bylaws, electing directors if the articles didn’t name them, authorizing stock issuance, and appointing officers. The bylaws govern day-to-day operations: meeting procedures, voting, officer duties.
Get an EIN
Every corporation needs a federal Employer Identification Number, even with no employees. You will use it to open a bank account, file tax returns, and run payroll later.9Internal Revenue Service. Employer Identification Number Apply online through the IRS directly; it’s free and immediate. Third-party sites charge fees for the same service.10Internal Revenue Service. Get an Employer Identification Number
File a Fictitious Name If You’ll Use One
If the corporation will operate under a name other than the one in the articles, file a fictitious name application with the Secretary of State for a $25 fee.11Arkansas Secretary of State. Application for Fictitious Name The office returns a copy that then has to be filed with the county clerk where the registered office sits, unless that office is in Pulaski County.
Keep the Required Records
Arkansas law requires the corporation to keep certain records at its principal office: the current articles and all amendments, the current bylaws and all amendments, minutes of shareholder meetings for the past three years, written communications to shareholders over the past three years, a list of current directors and officers with business addresses, and the most recent franchise tax report.12Justia. Arkansas Code 4-27-1601 – Corporate Records Records can be kept on paper or in any format convertible to paper within a reasonable time.
Franchise Tax: The First Hard Deadline
The first state deadline most new corporations face is the annual franchise tax report, due on or before May 1 each year. A corporation formed this year files its first report by May 1 of next year. The minimum tax is $150 for a corporation with authorized stock and $300 for one without.13Arkansas Secretary of State. Arkansas Annual Corporation Franchise Tax Report
Missing May 1 starts a 60-day countdown. If the report and tax aren’t delivered within 60 days of the due date, the Secretary of State can begin administrative dissolution.4Justia. Arkansas Code 4-27-1420 – Grounds for Administrative Dissolution Reinstatement is possible but costs time and money that a calendar reminder would have prevented. The same 60-day trigger applies to losing your registered agent.
S-Corporation Election
A standard C-corporation pays tax at the entity level, and shareholders pay again on dividends. Many small-business owners avoid the double layer by electing S-corporation status, which passes income and losses through to shareholders’ personal returns. This election is federal, made on IRS Form 2553, not with Arkansas.
To qualify, the corporation must be domestic, have no more than 100 shareholders, have only one class of stock (voting-rights differences are allowed), and have shareholders who are all individuals, estates, or certain trusts and tax-exempt organizations. No shareholder can be a nonresident alien. Banks using the reserve method for bad debts and insurance companies taxed under Subchapter L cannot elect.14Internal Revenue Service. Instructions for Form 2553
For the election to take effect in the first tax year, Form 2553 has to be filed within two months and 15 days of the start of that tax year. For a new corporation, the tax year generally starts on the earliest of the date it has shareholders, acquires assets, or begins doing business. Every shareholder must consent on the form. Late-election relief exists, but the original deadline is simple enough to meet that relying on relief is a poor plan.