Form an Arkansas LLC
Thousands of businesses have been right where you are now—deciding to become a limited liability company and deciding to use LegalZoom. We provide a user-friendly service for you to start your LLC online today in three easy steps. Protect your business and personal assets and organize your business with the help of experienced business formation experts.
When you form your Arkansas LLC with LegalZoom, we prepare and file your articles of organization with the Arkansas Secretary of State. We also conduct a name search for your Arkansas LLC, to assist you in the preparation of your operating agreement and other customized services corresponding to your needs. Once your articles of organization have been successfully filed, your Arkansas LLC has been formed and begins its existence as a corporate entity.
LegalZoom LLC Overview
Registering an LLC Name: Choosing a business name is one of the first steps in the process of forming your Arkansas Limited Liability Company. The name that you choose:
Must contain, as the last words of the name, "limited liability company" or the abbreviation " L.L.C.", "LLC", "L.C.", or "LC". The word "limited" may be abbreviated as "Ltd.," and the word "company" may be abbreviated as "Co."
Must be distinguishable from any other registered Arkansas Limited Liability Company, corporation, limited partnership, or company incorporated and any reserved names on record, subject to certain exceptions under state law
LegalZoom allows you to choose up to 3 names, in order of preference. We will conduct a name check for your Arkansas Limited Liability Company before filing to see which names are available. Once you have chosen an available name, LegalZoom can help you register your name with the state.
Articles of Organization: In any Arkansas LLC formation, articles of organization must be signed by either those members named in the articles, or by an organizer, and then filed with the Arkansas Secretary of State. Unless a delayed effective date is specified, the existence of a limited liability company begins when the articles of organization are filed. State law requires that certain information be included in your articles of organization for your Arkansas LLC formation. This information must include:
The name of company
The address of the initial designated office
The name and street address of the initial agent for service of process
The name and address of each organizer
Whether the company is to be a term company and, if so, the term specified
Whether the company is to be manager-managed, and, if so, the name and address of each initial manager
Whether one or more of the members of the company are to be liable for its debts and obligations
Records to be filed with the Secretary of State must be signed in the name of the company by either a (1) manager, (2) member if there is no manager, (3) organizer if the company has not yet been formed or (4) fiduciary if the company is in the hands of a court-appointed fiduciary.
Filing: Your LLC is considered organized once the articles of organization are delivered to the Secretary of State and they are accepted for filing. A delayed effective date may be designated, but in no event will this date be beyond 90 days after filing.
Additionally, an Arkansas LLC formation generally requires inclusion and/or consideration of the following:
Organizers: Must consist of one or more members of the company.
Operating Agreement: LLC members may adopt an operating agreement for the company, which may also be amended and repealed. Operating agreements need not be in writing, and may not:
Unreasonably restrict a right to information or access to records
Eliminate the duty of loyalty
Unreasonably reduce the duty of care
Eliminate the obligation of good faith and fair dealing, but the operating agreement may determine reasonable standards by which the performance of the obligation is to be measured
Vary the right to expel a member in an event
Vary the requirement to wind up the limited liability company's business in a case specified
Restrict rights of a person, other than a manager, member, and transferee of a member's distributional interest.
Membership: A limited liability company must have members. Requirements:
Minimum Number of Members: One or more.
Eligibility Requirements: an individual, a general partnership, a limited partnership, a domestic or foreign limited liability company, a trust, an estate, an association, a corporation, a custodian, a nominee and other individual entity in its own or representative capacity, or any other legal entity may be a member upon completing the procedural requirements.
Procedure for Membership: In the case of a person acquiring a limited liability company interest directly from the limited liability company, upon compliance with an operating agreement or, if an operating agreement does not so provide in writing, upon the written consent of all members
Dissociation of Membership: A member is dissociated from a company upon the happening of any one of the following events:
The company's notice of the member's express will to withdraw;
An event agreed to in the operating agreement as causing the member's dissociation;
Upon transfer of all of a member's distributional interest (other than a transfer for security purposes or a court order charging the member's distributional interest which has not been foreclosed);
The member's expulsion pursuant to the operating agreement;
The member's expulsion by unanimous vote of the other members
On application by the company or another member, the member's expulsion by judicial determination because the member engaged in wrongful conduct that adversely and materially affected the company's business;
In the case of an individual member: the member's death or a judicial determination that the member has otherwise become incapable of performing the member's duties under the operating agreement;
In the case of a member that is a trust or an estate distribution of the trust's or estates entire rights to receive distributions from the company, but not merely by reason of the
Substitution of a successor trustee;
Termination of the existence of a member if the member is not an individual, estate, or trust other than a business trust.
Contribution:The contributions of a member to the limited liability company may consist of tangible or intangible property or other benefit to the company, including money, promissory notes, services performed, or other agreements to contribute cash or property, or contracts for services to be performed
Liability:Except for wrongful acts or omissions of a member or manager acting with authority of the company or in the ordinary course of business, all debts, obligations, and liabilities of a limited liability company are solely the debts, obligations, and liabilities of the company.
Registered Agent In Arkansas
LegalZoom can also provide your business with a registered agent in Arkansas. Every Arkansas LLC must have a registered agent in Arkansas -- the person or office designated to receive official state correspondence and notice if the company is "served" with a lawsuit.
Eligibility Requirements: A registered agent in Arkansas must be one of the following:
(1) an individual resident of this state;
(2) a domestic business entity;
(3) another LLC; or,
(4) a foreign business entity authorized to do business in this state.
Registered Office: The registered office must be in this state, but need not be a place of its business.
Change of Registered Agent: An LLC may change its registered agent in Arkansas by delivering for filing to the Secretary of State a statement setting forth:
The name of the company;
The street address of its current designated office;
If the current designated office is to be changed, the street address of the new designated office;
The name and address of its current agent for service of process; and
If the current agent for service of process or street address of that agent is to be changed, the new address or the name and street address of the new agent for service of process.
Resignation of Agent: An agent may resign by delivering to the Secretary of State for filing a record of the statement of resignation.
Arkansas Secretary of State
Once an Arkansas LLC has been create, the Arkansas Secretary of State will require that certain recurring responsibilities and duties be met. The most important of these are explained below. For further information, refer to the Arkansas Secretary of State office.
Annual Reports: A report must be filed with the Arkansas Secretary of State each year. This report must include:
The name of the company and the State or country under whose law it is organized;
The address of its designated office and the name and address of its agent for service of process in this State;
The address of its principal office; and
The names and business addresses of any managers.
The annual report must be filed between January 1 and April 1 of each year, with the first report due in the year following the calendar year of organization.
Acts Triggering Dissolution: A limited liability company is dissolved upon the happening of any one of the following events:
An event specified in the operating agreement;
Consent of the number or percentage of members specified in the operating agreement;
An event that makes it unlawful for all or substantially all of the business of the company to be continued, but any cure of illegality within 90 days after notice to the company of the event is Effective retroactively to the date of the event for purposes of this section;
On application by a member or a dissociated member, upon entry of a judicial decree.
On application by a transferee of a member's interest, a judicial determination that it is equitable to wind up the company's business; or
The expiration of the term specified in the articles of organization.
An LLC can offer certain tax advantages over a corporation, including the availability of more deductions. Additionally, an LLC is not required to be a separate tax entity like a corporation;instead, it can be a "pass-through entity," so that the LLC owners report business losses or profits on their personal tax returns, like a partnership.
Federal Income Tax: Unless you elect to tax the limited liability company as a corporation, the IRS treats single-member LLCs as sole proprietorships for tax purposes. This means the LLC itself does not pay taxes and does not have to file a tax return. Unless you elect to tax the limited Liability company as a corporation, the IRS treats multi-owned LLCs as partnerships for tax purposes. This means that LLC owners each pay taxes on their lawful share of the profits on their personal income tax returns, not the LLC itself. If you desire, by filing IRS Form 8832, you may elect corporate taxation if you regularly need to keep a substantial amount of profits in your LLC.
State Income Tax: The LLC tax rate for Arkansas is variable, based on Arkansas taxable net income.
Federal Tax Identification Number: Your LLC may need to obtain a federal tax identification number (also known as an employment identification number/ EIN), which is similar to an individual's social security number. Generally, you will not need a separate EIN number for your LLC as long as you are the sole owner and the LLC has no employees. However, if you are not the sole owner of the LLC or if the LLC has employees, your LLC will need a separate EIN number to open a bank account and for certain tax filing requirements LegalZoom can prepare your Federal Tax ID Application if you have not already done so.
Filings must be made with the Arkansas Secretary of State in which the LLC was organized, along with the appropriate state filing fee. When appropriate, one check must accompany the document, payable to the Arkansas Secretary of State, covering all charges for the Secretary of State.