Frequently Asked Questions

Office hours are Monday - Friday, 8:00am - 4:00pm Central Standard Time.

No, only addresses are on file.

The Internal Revenue Service grants the “S-Corp” designation when a corporation elects to be taxed under Subchapter S of the Internal Revenue Tax Code. Being an “S-Corporation” is a tax matter only.

“S” and “C” in this instance refer to federal tax laws that are applicable to a particular corporation. The Secretary of State does not have information that shows whether a corporation is an “S” or a “C”. Questions about the meaning of these designations and the differences in the two types of corporations should be addressed to the Internal Revenue Service, www.irs.gov or to an accountant or attorney.

A corporation has officers as described in its bylaws. The same individual may hold more than one office, including that of President and Secretary. (A.C.A. 4-27-840). However, at least one officer must be listed on file with the SOS for franchise tax requirements.

No, the entity maintains that information. The Secretary of State does not track ownership of an entity.

No, the entity maintains those records.

The Internal Revenue Service determines the taxing status of nonprofit corporations.

Asset distribution information is required by the Internal Revenue Service to determine the tax status of nonprofit corporations.

The articles of incorporation must include:
A) a corporate name for the corporation,
B) one (1) of the following three statements; 1) this corporation is a public benefit corporation, 2) this corporation is a mutual benefit corporation, or 3) this corporation is a religious corporation;
C) the street address of the corporation’s initial registered office and the name of its initial registered agent at that office;
D) the name and address of each incorporator, E) whether or not the corporation will have members; and
F) provisions not inconsistent with law regarding the distribution of assets on dissolution. These are minimum requirements and there are other items that may be included and an incorporator should discuss the matter with legal counsel.

A “certified copy” is a true and perfect copy of a document that has been verified and so noted by the Secretary of State.

A “certificate of existence” is a statement issued by the Secretary of State noting basic corporate information and current tax status.

A “certificate of good standing” is a statement issued by the Secretary of State noting that a specific entity has the authority to transact business in the state. You can find out more information about the process of obtaining a certificate of good standing here.

Entities that are in a revoked status endanger their corporate protections and are barred from many corporate activities. Revocation commonly occurs when an entity fails to comply with all franchise tax obligations.

Searches of existing corporate names can be performed online. However, the availability of a name is not guaranteed until the forms are actually file marked by the BCS Division of the Secretary of State. A preliminary name search can be performed at https://www.sos.arkansas.gov/corps/search_all.php.

Please note: there are name restrictions that may not be evident when using the preliminary name-search above. Please be sure to review the name-availability guidelines at: https://www.sos.arkansas.gov/uploads/bcs/BCS_Name_Availability_Guidelines.7__.28__.21__.final__%281%29_.pdf

Businesses not required to file with the Secretary of State may have filed with the county clerk in the county where the business is located. Please check with the applicable county clerk’s office for information regarding a company not on file with the Secretary of State.

First, the entity must be current on all franchise taxes, including a final report for the current year. Next, they should file an Application for Withdrawal/Cancelation depending upon their entity type. See our website for more information. A.C.A. 4-27-1520 (for-profit) or A.C.A. 4-33-1520 (nonprofit).

Submit an application for the entity type along with an original certificate of existence (“good standing”) from the “home” state, dated within the last 30 days. See our website for all filing fees.

Foreign Entities

A.C.A. § 4-27-1501(profit), A.C.A. § 4-33-1501(nonprofit), or A.C.A. § 4-32-1007(LLCs) list the “consequences of transacting business without authority.” Corporations with no certificate of authority cannot file a lawsuit in the State of Arkansas. A for-profit corporation that begins transacting business in Arkansas without authority may be liable for a civil penalty of not less than $100 and not more than $5,000.

Sometimes. A corporation incorporated in another state, a “foreign” corporation under Arkansas law, should review the provisions of A.C.A. § 4-27-1501 (profit), A.C.A. § 4-33-1501 (nonprofit), or A.C.A. § 4-32-1007(LLCs). You will notice that these laws state that “[a] foreign corporation may not transact business in this state until it obtains a certificate of authority from the Secretary of State”. A corporation that is uncertain about this question should consult its legal counsel. For more information, click HERE for Foreign Corporation Transacting Business in Arkansas guidelines.

A foreign filing is any filing related to a business entity that is incorporated or organized under the laws of a state or jurisdiction other than the State of Arkansas (i.e., a foreign corporation or foreign business entity).

A domestic filing is any filing related to a business entity that is incorporated or organized under the laws of the state of Arkansas (i.e., a domestic corporation or domestic business entity).

Franchise taxes are paid to the Arkansas Secretary of State’s business services division. They can be filed online (https://www.ark.org/sos/franchise/index.php), via mail, or in person at our Little Rock or Fayetteville office.

The franchise tax is a privilege tax imposed on corporations, including banking and insurance entities and limited liability companies that are registered in Arkansas. The tax is also imposed on foreign corporations and limited liability companies that transact business in Arkansas. (A.C.A. 26-54-101).

An Article/Certificate of Amendment amends a corporation’s/LLC’sinformation. Amendment forms are available online. Examples of changes that can be made include officer names, corporate name, registered agent, and other provisions in the original articles of incorporations/certificate of organization.

For the SOS to carry out the duties of collecting franchise taxes (A.C.A. § 26-54-101 et seq.), we must have the name of at least one individual who is responsible for payment of franchise taxes.

An incorporator/organizer is the person responsible for filing the articles of incorporation or certificate of organization. The incorporator/organizer may or may not be an officer, shareholder or the registered agent. A.C.A. §4-27-201.

Articles of incorporation must include: a) the name of the corporation, b) the number of shares the corporation is authorized to issue, c) the street address of the corporation’s initial registered office and the name of its initial registered agent at that office, d) the name and address of each incorporator, e) the name of at least one officer or director, and f) the primary purpose or purposes for which the corporation is organized. These are minimum requirements and there are other items that may be included and an incorporator should discuss the matter with legal counsel.

Yes. “No corporation (domestic or foreign) shall conduct any business in this state under a fictitious name unless it first files with the Secretary of State, and, in case of a domestic corporation, with the county clerk of the county in which the corporation’s registered office is located (unless it is located in Pulaski County).” A.C.A. § 4-27-404(a).

Issuance of a name by the BCS Division does not necessarily give a person the exclusive right to use that name. Please review our name availability guidelines online at https://www.sos.arkansas.gov/business-commercial-services-bcs/for-new-business.

Officer changes can be made when filing an annual franchise tax report with the SOS, or by filing an amendment with the SOS online at www.sos.arkansas.gov.

A “Notice of Change of Registered Agent” can be used to change the name or address of a registered agent. This document can be filed online here or click here for a PDF change form.

The registered agent is the “mailbox” for the corporation. He or she is the person or entity designated by the corporation to receive any service of legal action or other official communication on its behalf. The registered agent may or may not be an owner, shareholder or officer of the corporation. Many corporations use their attorney or a professional corporate service company for this service. The registered agent’s address must be a street address in Arkansas, and the agent must be located at that address. A post office box or “mail drop” may not be used as the registered agent address.

It stands for “Arkansas Code Annotated” and is often referred to as “the Code.” In short, it is Arkansas state law. Laws regarding corporations, LLCs and partnerships are found in Title 4 of the Code. All Arkansas law can be accessed online at the Arkansas General Assembly’s website at: https://www.arkleg.state.ar.us/ (Click the “Arkansas Code” link).

​The Office completes most filings such as articles of incorporation, amendments, mergers or dissolutions within two business days of receipt. If you choose to visit the office in person the filings can often be completed while you wait (sometimes due to heavy volumes of filings, there may be a 48 hour turnaround time for all drop-offs). Annual reports are generally processed in one to two weeks. The date of a filing is the date it is received by the BCS Division. If a post-effective date is specified in the document, the filing is effective on that date.

Paper forms can be obtained by calling 501-682-3409. Forms can also be downloaded via the Internet on our Forms / Fees / Records Request page at: https://www.sos.arkansas.gov/business-commercial-services-bcs/forms-fees

Business owners must research this question on their own and should consult a lawyer and/or tax professional in making the decision. Factors to be considered include tax issues, liability issues, capital needs and the type of business, among many others. Click here for a brief summary of the most common forms of business. If a decision is made to form a corporation, the staff of the Business & Commercial Services Division can assist with the process of incorporation.

Business corporations, nonprofit corporations, professional corporations, limited partnerships, limited liability partnerships and limited liability companies are required to file with the Secretary of State. The above entities that form in other states must file with the Arkansas Secretary of State as “foreign” entities in order to transact business in the state. More information can be found within our “Doing Business in Arkansas” handbook here: https://www.sos.arkansas.gov/uploads/198246_SoA_SoS_DoingBus.pdf

Most businesses that require a state license or permit are regulated by a state board or commission. For example, to sell real estate you must obtain a license from the Real Estate Commission. Most cities in Arkansas also issue a privilege or business license. We encourage you to contact your local city hall prior to opening your business.

To ensure an appropriate license is secured, please also consider contacting your own attorney.

A “tax number” may refer to a sales tax identification number and can be obtained from the Revenue Division of the Department of Finance and Administration. You may contact that division by telephone at 501-682-1895.
https://atap.arkansas.gov

The Employee Identification Number is obtained from the Internal Revenue Service, https://www.irs.gov/businesses/small-businesses-self-employed/how-to-apply-for-an-ein. The Business & Commercial Services Division does not issue EINs.

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