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1 State of Arkansas A Bill
2 95th General Assembly
3 Regular Session, 2025 HOUSE BILL 1932
4
5 By: Representatives McCollum, Underwood, Lundstrum, Ray
6 By: Senator J. Boyd
7
8 For An Act To Be Entitled
9 AN ACT TO AMEND LAWS CONCERNING THE CORPORATE
10 FRANCHISE TAX; TO REPEAL THE ARKANSAS CORPORATE
11 FRANCHISE TAX ACT OF 1979; TO REQUIRE AN ANNUAL
12 REPORT FOR CORPORATIONS; TO MAKE CONFORMING CHANGES;
13 AND FOR OTHER PURPOSES.
14
15
16 Subtitle
17 TO AMEND LAWS CONCERNING THE CORPORATE
18 FRANCHISE TAX; TO REPEAL THE ARKANSAS
19 CORPORATE FRANCHISE TAX ACT OF 1979; AND
20 TO REQUIRE AN ANNUAL REPORT FOR
21 CORPORATIONS.
22
23 BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF ARKANSAS:
24
25 SECTION 1. Arkansas Code Title 4, Chapter 25, Subchapter 1, is amended
26 to add an additional section to read as follows:
27 4-25-111. Annual report for corporations -- List of corporations --
28 Definition.
29 (a)(1) As used in this section, "corporation" means any corporation or
30 limited liability company, domestic or foreign, active or inactive, that is
31 organized in or qualified under the laws of the State of Arkansas and
32 includes without limitation any person or group of persons, association,
33 joint-stock company, business trust, or other organizations with or without
34 charter constituting a separate legal entity of relationship with the purpose
35 of obtaining some corporate privilege or franchise that is not allowed to
36 them as individuals and that is exercising, or attempting to exercise,
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1 corporate-type acts, whether or not existing by virtue of a particular
2 statute.
3 (2) "Corporation" does not include:
4 (A) Nonprofit corporations;
5 (B) Corporations that are organizations exempt from the
6 federal income tax; or
7 (C) Organizations formed under or governed by the Uniform
8 Partnership Act (1996), � 4-46-101 et seq., or the Uniform Limited
9 Partnership Act (2001), � 4-47-101 et seq.
10 (b)(1) The Secretary of State shall furnish annual report forms to
11 each corporation subject to this section by mailing the annual report forms
12 to the corporation's current agent for service or other person identified by
13 the corporation.
14 (2) When filing the annual report, a corporation may state who
15 is to receive an annual report form the following year if that person is
16 different from the agent for service on file for the corporation at that
17 time.
18 (c) A corporation that fails to receive the annual report forms by
19 March 20 of the reporting year shall make written request for the annual
20 report forms to the Secretary of State on or before March 31.
21 (d) Each corporation subject to the requirements of this section shall
22 file an annual report with the Secretary of State that shows the condition
23 and status of the corporation as of the close of business on the last day of
24 the corporation's preceding fiscal year and other information required by the
25 Secretary of State.
26 (e) A newly formed corporation is not required to file an annual
27 report until the calendar year immediately following the calendar year of
28 incorporation.
29 (f) When the par value of the shares of a corporation is required to
30 be stated in an annual report and the shares of the corporation are without
31 par value, the number of shares shall be stated.
32 (g)(1) Every annual report shall contain the following statement:
33 "I declare, under the penalties of perjury, that the
34 foregoing statements are true to the best of my knowledge and belief."
35 (2) The statement required under subdivision (g)(1) of this
36 section shall be signed by the president, vice president, secretary,
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1 treasurer, or controller of the corporation or other authorized person.
2 (h)(1) All information contained in an annual report shall be
3 confidential and not available for public inspection, except for the
4 following:
5 (A) The name and address of the corporation;
6 (B) The name of the corporation's president, vice
7 president, secretary, treasurer, and controller;
8 (C) The total authorized capital stock with par value;
9 (D) The total issued and outstanding capital stock with
10 par value; and
11 (E) The state of incorporation.
12 (2) In the case of an annual report filed by an organization
13 formed under the Uniform Limited Liability Company Act, � 4-38-101 et seq.,
14 the names of members, except those designated in the organizations' franchise
15 tax report as a manager, president, vice president, secretary, treasurer, or
16 controller of the organization, shall be confidential and not available for
17 public inspection unless the organization has no registered agent for service
18 of process.
19 (i)(1)(A) The Bank Commissioner, the Insurance Commissioner, and any
20 other officer or agency of the state authorized to issue corporate permits or
21 authorities to do business in this state shall prepare and maintain a correct
22 list of all corporations organizing or qualifying through their respective
23 offices or agencies.
24 (B) Each official or agency shall file with the Secretary
25 of State a monthly report showing:
26 (i) The name and address of each new corporation
27 organized or qualified;
28 (ii) The authorized and outstanding capital stock;
29 (iii) The name changes, mergers, charter
30 forfeitures, or withdrawals;
31 (iv) The name and address of each corporation that
32 has provided official notification regarding the dissolution of the
33 corporation; and
34 (v) All other information concerning the corporation
35 required by the Secretary of State.
36 (2) Upon request of the Secretary of State, each official or
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1 agency shall prepare and certify to the Secretary of State a complete list of
2 the names and addresses of all corporations that have organized or qualified
3 through their respective office or agency and that are subject to the
4 provisions of this section.
5 (3) Officials or agencies of the state, county, or
6 municipalities authorized to issue permits shall notify each corporation
7 receiving a permit of the requirements to register the corporation with the
8 Secretary of State before conducting business in Arkansas.
9 (4)(A) A corporation filing instruments providing for the
10 organization of any common law or statutory trust or similar organization
11 with any county clerk, or other clerk of the various counties of this state,
12 shall file them in duplicate.
13 (B) The clerk receiving the documents for filing or
14 recordation shall file mark them and forward the file-marked duplicate to the
15 Secretary of State.
16
17 SECTION 2. Arkansas Code � 4-27-128(b)(4), concerning the certificate
18 of existence for a domestic corporation, is amended to read as follows:
19 (4) that its most recent annual franchise tax report required by
20 � 4-27-1622 has been delivered to the Secretary of State;
21
22 SECTION 3. Arkansas Code � 4-27-1601(e)(7), concerning corporate
23 records, is amended to read as follows:
24 (7) its most recent annual franchise tax report delivered to the
25 Secretary of State under � 4-27-1622.
26
27 SECTION 4. Arkansas Code � 4-27-1622 is amended to read as follows:
28 4-27-1622. Annual franchise tax report for Secretary of State.
29 (a) Each domestic corporation, and each foreign corporation authorized
30 to transact business in this state, shall deliver to the Secretary of State
31 for filing an annual franchise tax report that sets forth:
32 (1) the name of the corporation;
33 (2) the jurisdiction under which the corporation is
34 incorporated;
35 (3) the information required by � 4-20-105(a);
36 (4) the address of its principal office, as defined in � 4-27-
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1 140, wherever it is located;
2 (5) the names of its principal officers;
3 (6) the total number of authorized shares, itemized by class and
4 series, if any, within each class;
5 (7) the total number of issued and outstanding shares, itemized
6 by class and series, if any, within each class; and
7 (8) such other information as the Secretary of State may specify
8 in a form promulgated under � 4-27-121(a).
9 (b) The requirements as to the applicability, use, and filing of the
10 annual franchise tax report shall be as set forth in the Arkansas Corporate
11 Franchise Tax Act of 1979, � 26-54-101 et seq � 4-25-111.
12
13 SECTION 5. Arkansas Code � 4-36-401(a)(1), concerning the annual
14 reports due under the Arkansas Benefit Corporation Act, is amended to read as
15 follows:
16 (a)(1) A benefit corporation shall prepare an annual benefit report
17 and an annual franchise tax report under � 26-54-104 � 4-25-111.
18
19 SECTION 6. Arkansas Code � 4-36-401(b), concerning the annual reports
20 due under the Arkansas Benefit Corporation Act, is amended to read as
21 follows:
22 (b) A benefit corporation shall send a benefit report to each
23 shareholder annually:
24 (1) Before the stated due date of an annual franchise tax under
25 � 26-54-104 May 1; or
26 (2) When the benefit corporation delivers an annual financial
27 report to its shareholders.
28
29 SECTION 7. Arkansas Code � 4-37-205(a), concerning the certificate of
30 good standing for a protected series under the Uniform Protected Series Act,
31 is amended to read as follows:
32 (a) On request of any person, the Secretary of State shall issue a
33 certificate of good standing for a protected series of a series limited
34 liability company or a certificate of registration for a foreign protected
35 series if:
36 (1) in the case of a protected series:
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1 (A) no statement of dissolution, termination, or
2 relocation pertaining to the protected series has been filed; and
3 (B) the company has delivered to the Secretary of State
4 for filing the most recent annual report required by � 26-54-105 � 4-25-111
5 and the report includes the name of the protected series, unless:
6 (i) when the company delivered the report for
7 filing, the protected series designation pertaining to the protected series
8 had not yet taken effect; or
9 (ii) after the company delivered the report for
10 filing, the company delivered to the Secretary of State for filing a
11 statement of designation change changing the name of the protected series; or
12 (2) in the case of a foreign protected series, it is registered
13 to do business in this state.
14
15 SECTION 8. Arkansas Code � 4-37-206(a), concerning the information
16 required in the annual report of a limited liability company, is amended to
17 read as follows:
18 (a) In the annual report required by � 26-54-105 � 4-25-111, a series
19 limited liability company shall include the name of each protected series of
20 the company:
21 (1) for which the company has previously delivered to the
22 Secretary of State for filing a protected series designation; and
23 (2) which has not dissolved and completed winding up.
24
25 SECTION 9. Arkansas Code � 4-38-212(f), concerning a limited liability
26 company's annual report for the Secretary of State, is amended to read as
27 follows:
28 (f) A limited liability company has satisfied the annual report
29 requirements under this section if the requirements under the Arkansas
30 Corporate Franchise Tax Act of 1979, � 26-54-101 et seq., � 4-25-111 have
31 been met.
32
33 SECTION 10. Arkansas Code � 19-5-1227(b), concerning the Educational
34 Adequacy Fund, is amended to read as follows:
35 (b) After the Treasurer of State has made deductions from the revenues
36 under � 19-5-203(b)(2)(A), the Educational Adequacy Fund shall consist of:
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1 (1) All net revenues collected due to enactments of the Eighty-
2 Fourth General Assembly meeting in Second Extraordinary Session, unless a
3 different distribution of those additional net revenues is otherwise provided
4 in the act creating those additional net revenues;
5 (2) The revenues credited to the Educational Adequacy Fund under
6 � 26-54-113(b)(2);
7 (3) The revenues generated by � 26-52-302(d), � 26-52-316, � 26-
8 52-317(c)(1)(C), � 26-52-319(a)(2)(C), � 26-53-107(d), � 26-53-145(c)(1)(C),
9 � 26-53-148(a)(2)(C), � 26-56-224(c)(3), and � 26-57-1002(d)(1)(A)(ii); and
10 (4)(3) Other revenues as provided by law.
11
12 SECTION 11. Arkansas Code � 19-6-201(3), concerning the enumeration of
13 general revenues, is repealed.
14 (3) Corporation franchise taxes, as enacted by Acts 1979,
15 No. 889, known as the "Arkansas Corporate Franchise Tax Act of 1979", and all
16 laws amendatory thereto, � 26-54-101 et seq.;
17
18 SECTION 12. Arkansas Code Title 26, Chapter 54, is repealed.
19 Chapter 54 -- Arkansas Corporate Franchise Tax Act of 1979
20
21 26-54-101. Title.
22 This chapter shall be known and may be cited as the "Arkansas Corporate
23 Franchise Tax Act of 1979".
24
25 26-54-102. Definition.
26 (a) As used in this chapter, "corporation" means any corporation or
27 limited liability company, domestic and foreign, active and inactive, which
28 is organized in or qualified under the laws of the State of Arkansas and
29 includes, but is not limited to, any person or group of persons, any
30 association, joint-stock company, business trust, or other organizations with
31 or without charter constituting a separate legal entity of relationship with
32 the purpose of obtaining some corporate privilege or franchise which is not
33 allowed to them as individuals and which is exercising, or attempting to
34 exercise, corporate-type acts, whether or not existing by virtue of a
35 particular statute.
36 (b) However, "corporation" does not include:
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1 (1) Nonprofit corporations;
2 (2) Corporations which are organizations exempt from the federal
3 income tax; or
4 (3) Organizations formed under or governed by the Uniform
5 Partnership Act (1996), � 4-46-101 et seq., or the Uniform Limited
6 Partnership Act (2001), � 4-47-101 et seq.
7
8 26-54-103. Effect upon prior rights, etc.
9 This chapter does not affect rights or duties that matured, liabilities
10 or penalties that were incurred, or proceedings begun before January 1, 1980.
11
12 26-54-104. Annual franchise tax.
13 (a) Unless exempted under � 26-54-105, every corporation shall file an
14 annual franchise tax report and pay an annual franchise tax as follows:
15 (1)(A) Each life, fire, accident, surety, liability, steam
16 boiler, tornado, health, or other kind of insurance company of whatever
17 nature, having an outstanding capital stock of less than five hundred
18 thousand dollars ($500,000) shall pay three hundred dollars ($300).
19 (B) Each company having an outstanding capital stock of
20 five hundred thousand dollars ($500,000) or more shall pay four hundred
21 dollars ($400);
22 (2)(A) Each legal reserve mutual insurance corporation having
23 assets of less than one hundred million dollars ($100,000,000) shall pay
24 three hundred dollars ($300).
25 (B) Each corporation having assets of one hundred million
26 dollars ($100,000,000) or more shall pay four hundred dollars ($400);
27 (3) Each mutual assessment insurance corporation shall pay three
28 hundred dollars ($300);
29 (4)(A) Each mortgage loan corporation shall pay an amount
30 equivalent to three-tenths of one percent (0.3%) of that proportion of the
31 par value of its outstanding capital stock that its aggregate outstanding
32 loans made in Arkansas bears to the total aggregate outstanding loans made in
33 all states.
34 (B) No corporation shall pay an annual tax of less than
35 three hundred dollars ($300);
36 (5) Each corporation, other than those in subdivisions (2)-(4)
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1 of this section, without authorized capital stock shall pay three hundred
2 dollars ($300);
3 (6)(A) Each corporation, other than those in subdivisions (1)-
4 (5) of this section, shall pay an amount equivalent to three-tenths of one
5 percent (0.3%) of that proportion of the par value of its outstanding capital
6 stock that the value of its real and personal property in Arkansas bears to
7 the total value of the real and personal property of the corporation.
8 (B) No corporation shall pay an annual tax of less than
9 one hundred fifty dollars ($150);
10 (7) Each corporation actually and actively in the process of
11 liquidation and which does not rent or lease its property but which retains
12 its corporate charter or authority for the sole purpose of winding up its
13 affairs shall pay an annual tax as provided in subdivision (6) of this
14 section or an amount equivalent to three-tenths of one percent (0.3%) of the
15 value of its real and tangible personal property in Arkansas, whichever is
16 smaller, but in no instance shall the tax be less than one hundred fifty
17 dollars ($150); and
18 (8) An organization formed pursuant to the Uniform Limited
19 Liability Company Act, � 4-38-101 et seq., shall pay the minimum franchise
20 tax.
21 (b)(1) In addition to the filing fees prescribed by law, the Secretary
22 of State shall collect a processing fee for each document required under this
23 chapter when delivered by electronic means.
24 (2) The processing fee collected by the Secretary of State under
25 subdivision (b)(1) of this section shall be:
26 (A) Four dollars ($4.00) when the filing fee is fifty
27 dollars ($50.00) or less;
28 (B) Five dollars ($5.00) when the filing fee is between
29 fifty-one dollars ($51.00) and one hundred sixty-seven dollars ($167); and
30 (C) Three percent (3%) of the total amount of the filing
31 fee if the filing fee is more than one hundred sixty-seven dollars ($167).
32
33 26-54-105. Franchise tax reports.
34 (a)(1) The Secretary of State shall furnish notice to each corporation
35 subject to this chapter by mailing or emailing the notice to the
36 corporation's current agent for service or other person identified by the
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1 corporation.
2 (2) When filing the franchise tax report, a corporation may
3 state who is to receive a franchise tax form the following year if that
4 person is different from the agent for service on file for the corporation at
5 that time.
6 (b) A corporation that fails to receive the notice under subdivision
7 (a)(1) of this section by March 20 of the reporting year shall make written
8 request for the notice to the Secretary of State on or before March 31.
9 (c)(1) Each corporation subject to the requirements of this chapter
10 shall file a franchise tax report with the Secretary of State that shows the
11 condition and status of the corporation as of the close of business on the
12 last day of the corporation's preceding calendar year and other information
13 required by the Secretary of State.
14 (2)(A) The franchise tax as computed on the report shall be
15 remitted with the franchise tax report.
16 (B) The franchise tax as computed on the report shall be
17 remitted with the franchise tax report on or before May 1 of the reporting
18 year for franchise tax due.
19 (d)(1) Every corporation that dissolves shall be required to pay at
20 the time of dissolution the franchise tax for the prior calendar year and pay
21 at the time of dissolution the minimum franchise tax for the year in which
22 dissolved or withdrawn.
23 (2) Any newly formed corporation shall not be required to file a
24 franchise tax report until the calendar year immediately following the
25 calendar year of incorporation.
26 (e)(1) When the par value of the shares of a corporation is required
27 to be stated in any franchise tax report and the shares of the corporation
28 are without par value, the number of shares shall be stated.
29 (2) For the purpose of computing the franchise tax prescribed by
30 this chapter, shares of no par value shall be considered to be of the par
31 value of twenty-five dollars ($25.00) per share.
32 (f) Each corporation which pays its tax computed by the full
33 assessment of capital stock or property shall not be required to report the
34 value of its real and personal property within or without this state.
35 (g)(1) Every franchise tax report shall contain the following
36 statement:
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1 "I declare, under the penalties of perjury, that the foregoing
2 statements are true to the best of my knowledge and belief."
3 (2) The statement shall be signed by the president, vice
4 president, secretary, treasurer, or controller of the corporation or any
5 other authorized person individual as determined by the Secretary of State.
6 (h)(1) Only the following information contained in a franchise tax
7 report shall be available for public inspection:
8 (A) The name and address of the corporation;
9 (B) The name of the corporation's president, vice
10 president, secretary, treasurer, and controller;
11 (C) The total authorized capital stock with par value;
12 (D) The total issued and outstanding capital stock with
13 par value; and
14 (E) The state of incorporation.
15 (2) In the case of a franchise tax report filed by an
16 organization formed under the Uniform Limited Liability Company Act, � 4-38-
17 101 et seq., the names of members, except those designated in the
18 organizations' franchise tax report as a manager, president, vice president,
19 secretary, treasurer, or controller of the organization, shall be
20 confidential and not available for public inspection unless the organization
21 has no registered agent for service of process.
22
23 26-54-107. Computation of tax -- Penalty -- Relief.
24 (a) Using the information reported on the franchise tax report under �
25 26-54-105 and any other information received by him or her bearing upon the
26 subject, the Secretary of State shall compute the amount of tax of each
27 corporation at the rate or rates provided by this chapter.
28 (b)(1)(A) If the taxpayer fails to comply with the filing and
29 remittance requirements under � 26-54-105(c), the Secretary of State shall
30 assess the corporation a penalty of twenty-five dollars ($25.00) plus
31 interest on the tax and penalty from the date due until paid at the rate of
32 ten percent (10%) per year.
33 (B) However, the franchise tax, penalty, and interest for
34 any tax year shall not exceed two (2) times the corporation's tax owed.
35 (2) On or before November 1 of each year, the Secretary of State
36 shall mail notice to the corporation at its last known address stating that
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1 the corporation is subject to revocation of its corporate charter under � 26-
2 54-111 for the failure to pay corporate franchise tax.
3 (c) The Secretary of State or his or her designee may agree to settle
4 or compromise a dispute concerning interest or penalties associated with
5 corporate franchise taxes if the taxpayer:
6 (1) Disputes the proposed amount; or
7 (2) Is insolvent or bankrupt.
8 (d)(1) The Secretary of State may waive any accrued interest or
9 assessed penalties imposed on a taxpayer due to a failure to remit corporate
10 franchise taxes under � 26-54-105(c), if:
11 (A) The taxpayer is reasonably mistaken about the
12 application of this chapter or the computation of the franchise tax to the
13 corporation; or
14 (B) A taxpayer cannot pay the accrued interest or assessed
15 penalties because of the taxpayer's insolvency or bankruptcy.
16 (2) The Secretary of State may waive any fees that a taxpayer
17 owes if the taxpayer desires to dissolve the corporation.
18 (3) If a taxpayer demonstrates that a corporation was not doing
19 business in the state for the period for which penalties and interest are
20 owed under this section, the Secretary of State shall waive the amount due
21 under this section if the taxpayer demonstrates that the taxpayer intends to
22 dissolve the corporation.
23 (e) If the parties cannot resolve the dispute, the parties may pursue
24 any other remedy available to them, including without limitation remedies
25 available under the Arkansas Administrative Procedure Act, � 25-15-201 et
26 seq.
27 (f) The Secretary of State shall develop guidelines to assist a
28 taxpayer in resolving a corporate franchise tax dispute.
29
30 26-54-108. Taxes and penalties as lien.
31 The taxes and penalties required to be paid by this chapter shall be a
32 first lien on all property of the corporation, whether or not the property is
33 employed by the corporation in the prosecution of its business or is in the
34 hands of an assignee, receiver, or trustee.
35
36 26-54-109. Lists of corporations to be prepared.
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1 (a)(1) The Bank Commissioner, Insurance Commissioner, and any other
2 officer or agency of the state authorized to issue corporate permits or
3 authorities to do business in this state shall prepare and maintain a correct
4 list of all corporations organizing or qualifying through their respective
5 offices or agencies.
6 (2) Each official or agency shall file with the Secretary of
7 State a monthly report showing:
8 (A) The name and address of each new corporation organized
9 or qualified;
10 (B) The authorized and outstanding capital stock;
11 (C) The name changes, mergers, charter forfeitures, or
12 withdrawals;
13 (D) The name and address of each corporation that has
14 provided official notification regarding the dissolution of the corporation;
15 and
16 (E) All other information concerning the corporation
17 required by the Secretary of State.
18 (b) Upon request of the Secretary of State, each official or agency
19 shall prepare and certify to the Secretary of State a complete list of the
20 names and addresses of all corporations that have organized or qualified
21 through their respective office or agency and that are subject to the
22 provisions of this chapter.
23 (c) Officials or agencies of the state, county, or municipalities
24 authorized to issue permits shall notify each corporation receiving a permit
25 of the requirements to register the corporation with the Secretary of State
26 before conducting business in Arkansas.
27 (d)(1) A corporation filing instruments providing for the organization
28 of any common law or statutory trust or similar organization with any county
29 clerk, or other clerk of the various counties of this state, shall file them
30 in duplicate.
31 (2) The clerk receiving the documents for filing or recordation
32 shall file mark them and forward the file-marked duplicate to the Secretary
33 of State.
34 (e)(1) The Secretary of the Department of Finance and Administration
35 shall provide the Secretary of State a list of corporations doing business in
36 this state and filing tax reports with the Department of Finance and
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1 Administration.
2 (2) However, the Secretary of the Department of Finance and
3 Administration shall not include any information deemed confidential by any
4 other law.
5
6 26-54-110. Dissolution or withdrawal by corporations.
7 Applications for dissolution or withdrawal by a corporation,
8 association, or organization cannot be accepted by the authority that
9 initially authorized or granted an authority to the corporation to do
10 business in Arkansas until receipt of a statement verified by the Secretary
11 of State that the franchise tax due has been paid.
12
13 26-54-111. Charter revocation for failure to pay tax -- Procedure.
14 (a) On or before January 31 of each year, the Secretary of State shall
15 proclaim as revoked the corporate charters or authorities of all
16 corporations, both domestic and foreign, that according to the Secretary of
17 State's records are delinquent in the payment of the annual franchise tax for
18 a prior year.
19 (b)(1) A copy of the proclamation under subsection (a) of this
20 section, or applicable portion thereof, shall be furnished to each other
21 official or agency of the state that is authorized to issue corporation
22 charters or authorities.
23 (2) Upon their receipt of the proclamation, the several
24 officials shall at once correct their respective records in accordance with
25 the proclamation.
26
27 26-54-112. Reinstatement of corporations.
28 (a)(1)(A)(i) A corporation whose charter or permit authority to do
29 business in the state has been declared revoked by proclamation of the
30 Governor or the Secretary of State may be reinstated to all its rights,
31 powers, and property.
32 (ii) Reinstatement shall be retroactive to the time
33 that the corporation's authority to do business in the state was declared
34 revoked.
35 (B) The reinstatement shall be made after the filing of
36 all delinquent franchise tax reports satisfactory to the Secretary of State
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1 and the payment of all taxes and penalties due for each year of delinquency.
2 (2) However, reinstatement is not allowed after five (5) years
3 from the date the charter or permit authority to do business in the state if
4 the corporation is declared:
5 (A) Revoked by proclamation of the Governor or the
6 Secretary of State; and
7 (B) A forfeited charter.
8 (b) If the Secretary of State issued the original corporate charter,
9 permit, or authority, the Secretary of State shall reinstate the corporation
10 upon payment by the corporation of all amounts due, as provided in subsection
11 (a) of this section.
12 (c)(1) If the original corporate charter, permit, or authority was
13 issued by an official other than the Secretary of State, the official shall
14 reinstate the corporation upon the corporation's filing with the official the
15 receipt of the Secretary of State showing payment of all amounts due, as
16 provided in subsection (a) of this section.
17 (2) Thereafter, the corporation shall stand in all respects as
18 though its name had never been declared revoked.
19
20 26-54-113. Disposition of funds.
21 (a) All taxes and penalties collected under the provisions of this
22 chapter each month shall be deposited into the State Treasury to the credit
23 of the Revenue Holding Fund Account of the State Apportionment Fund.
24 (b)(1) On or before the fifth day of the following month, the
25 Treasurer of State shall allocate and transfer the taxes and penalties
26 collected to the General Revenue Fund Account of the State Apportionment Fund
27 until a total of eight million dollars ($8,000,000) has been transferred
28 during a fiscal year.
29 (2) After the transfers required by subdivision (b)(1) of this
30 section have been made, the taxes and penalties collected under this chapter
31 during the remainder of the fiscal year shall be special revenues, and the
32 Treasurer of State shall transfer the taxes and penalties collected to the
33 Educational Adequacy Fund after making the deductions required by � 19-5-
34 203(b)(2).
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36 26-54-114. Nonpayment of franchise taxes -- Definitions.
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1 (a) A corporation or limited liability company owing past-due
2 franchise taxes to the Secretary of State may not:
3 (1) File forms or documents related to that corporation or
4 limited liability company;
5 (2) Create a new legal entity in this state; or
6 (3) Obtain authority to do business in this state.
7 (b) A person or individual substantially connected to any corporation
8 or limited liability company that owes past-due franchise taxes to the
9 Secretary of State may not:
10 (1) File forms or documents related to that corporation or
11 limited liability company;
12 (2) Create a new legal entity in this state; or
13 (3) Obtain authority to do business in this state.
14 (c) As used in this section:
15 (1) "Past-due franchise taxes" means only those taxes owed three
16 (3) years prior to the year in which the current filing is presented;
17 (2) "Past officer or director" means a person or individual who
18 was associated with the corporation or limited liability company at any time
19 during its charter that the corporation or limited liability company was
20 responsible for nonpayment of franchise taxes; and
21 (3) "Substantially connected" means a present officer, director,
22 member, or manager or a past officer, director, member, or manager of a
23 corporation.
24 (d) An individual who is an incorporator or organizer of a corporation
25 or limited liability company shall not be considered to be substantially
26 connected to a corporation or limited liability company that owes past-due
27 franchise taxes to the Secretary of State.
28 (e) Each corporation, subject to this chapter, shall file with its
29 original articles of incorporation or certificate of organization the name of
30 at least one (1) individual who is substantially connected to the corporation
31 and is responsible for payment of franchise taxes.
32 (f) Any current or past officer or director that has been added to a
33 corporation without his or her permission shall be removed as an officer or
34 director of the corporation by the Secretary of State and not held
35 responsible for past-due franchise taxes, if the officer or director submits:
36 (1) A copy of a report filed with a local, state, or federal law
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1 enforcement entity that states the officer or director has been fraudulently
2 added to the corporation; and
3 (2) A statement, prescribed by the Secretary of State, signed by
4 the officer or director, that states the officer or director was added to the
5 corporation without his or her permission, with the following declaration:
6 "I declare, under the penalties of perjury, that the foregoing
7 statements are true to the best of my knowledge and belief."
8
9 26-54-116. Powers of Secretary of State.
10 The Secretary of State is authorized to perform any of the duties that
11 are required of him or her under this chapter.
12
13 SECTION 13. DO NOT CODIFY. Applicability and effect.
14 This act:
15 (1) Applies only to franchise taxes imposed on or after the
16 effective date of this act; and
17 (2) Does not affect a taxpayer's liability for any franchise
18 taxes that are due or delinquent as of the effective date of this act.
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17 03/28/2025 4:07:16 PM JLL322Every fact on this page links to its source, starting with the official bill record.