Fill and Sign the M99 01official Records of the University of Central Form

Prepared by U.S. Legal Forms, Inc.Copyright 2016 - U.S. Legal Forms, Inc.The contents of this package are as follows:1. Statutory Reference2.Selections from Statutes3. Forms List4. Notes on Downloading the Forms5. Notes on Completing the Forms6. Instructions and Steps7.Accessories8.Disclaimer STATE OF ARKANSAS PROFESSIONAL CORPORATION Control Number: AR-00INC2 PROFESSIONAL CORPORATION for State-Licensed Professionals STATE OF ARKANSAS Electronic Version Statutory Reference Arkansas Code, Title 4, Subtitle 3: Corporations and Associations - Chapter 29: Professional Corporations http://www.arkleg.state.ar.us/NXT/gateway.dll?f=templates&fn=default.htm&vid=blr:code The Arkansas Code, Title 4, Subtitle 3: Corporations and Associations - Chapter 29: Professional Corporations, provides for the formation and operation of a professional corporation. However, in addition to the requirements of this chapter, and in addition to the requirements of the individual licensing board of a particular profession, and the Corporations and Associations law of Arkansas (Title 4, Subtitle 3), is also applicable to a professional corporation. Selections from Statutes As a primer and for your general information, portions of selected statutes regarding Arkansas Professional Corporations appear below. Only portions of selected statutes are presented. You should always consult the full version in Chapter 29 when researching issues. A link to the full version is supplied above, in the Statutory References area.4-29-202. Definitions.As used in this subchapter, unless the context otherwise requires: (1) "Beneficial owner" means an individual who is the grantor and sole trustee of a revocable living trust wherein the individual reserves the unrestricted right to revoke the trust; (2) "Professional service" means any type of professional service which may be legally performed only pursuant to a license or other legal personal authorization for example, the personal service rendered by certified public accountants, architects, engineers, dentists, doctors, and attorneys at law; and (3) "Shareholder" means either: (A) The person in whose name shares are registered in the records of a corporation; or (B) The beneficial owner of shares of a revocable living trust where the shares are registered in the records of the corporation in the name of the revocable living trust. 4-29-101. Persons associated with professional corporations - Limitations on personal liability.(a) No person shall be personally liable for any obligation or liability of any shareholder, director, officer, agent, or employee of a professional corporation solely because the person is a shareholder, director, officer, agent, or employee of the professional corporation. (b) In addition, no person shall be personally liable for any obligations or liabilities of a professional corporation solely because the person is a shareholder, director, officer, agent, or employee of the professional corporation.4-29-205. Professional relationships unaltered.This subchapter does not alter any law applicable to the relationship between a person furnishing professional service and a person receiving the service, including liability [or confidentiality/privilege] arising out of the professional service.4-29-206. Formation of corporation.(a) One (1) or more persons duly and properly licensed under and pursuant to the laws of the State of Arkansas to render the same type of professional services, as defined in §4-29-202, may form a corporation, pursuant to the Arkansas Business Corporation Act of 1987, §4-27-101 et seq., to own, operate, and maintain a professional corporation and to engage in the professional services thereby authorized, by and through its licensed shareholders, directors, officers, and employees only. (b) It is mandatory that such professional services be rendered by or through persons who are duly and properly licensed, individually, to engage in the profession.4-29-207. Corporate name.(a) The corporate name shall contain either: (1) The names of one (1) or more of the shareholders; or (2) The names of one (1) or more deceased former shareholders or deceased members of a predecessor organization; or (3) Any combination of the names specified in subdivisions (a)(1) and (2) of this section. (b) The name of a person who is not employed by the corporation shall not be included in the corporate name, except that the name of a deceased former shareholder or deceased member of a predecessor organization may continue to be included in the corporate name. (c) The corporate name shall end with the word "Chartered", or "Limited", or the abbreviation "Ltd.", or the words "Professional Association", or the abbreviation "P.A."4-29-208. Officers, directors, and shareholders.All of the officers, directors, and shareholders of a corporation subject to this subchapter shall be, at all times, persons licensed pursuant to the laws of this state governing their profession. No person who is not so licensed shall have any part in the ownership, management, or control of the corporation, nor may any proxy to vote any shares of the corporation be given to a person who is not so licensed.4-29-210. Certificate of registration - Issuance, renewal, etc(a) No corporation shall open, operate, or maintain an establishment for any of the purposes set forth in §§ 4-29-202 and 4-29-206 without a certificate of registration from the state board, department, or agency, as the case may be, authorized by law to license individuals to engage in the profession concerned. (b) Applications for registration shall be made in writing and shall contain the name and address of the corporation and such other information as may be required by the board, department, or agency. (c)(1) Upon receipt of the application, the board, department, or agency shall make an investigation of the corporation. (2) If it finds that the incorporators, officers, directors, and shareholders are each licensed pursuant to the laws of Arkansas to engage in the particular profession involved, and if no disciplinary action is pending before it against any of them, and if it appears that the corporation will be conducted in compliance with the law and the regulations of the board, department, or agency, it shall issue, upon payment of a registration fee of twenty-five dollars ($25.00), a certificate of registration which shall remain effective until January 1 following the date of the registration. (d) Upon written application of the holder, accompanied by a fee of ten dollars ($10.00), the board, department, or agency which originally issued the certificate of registration shall annually renew the certificate of registration if it finds that the corporation has complied with its regulations and the provisions of this subchapter. (e) The certificate of registration shall be conspicuously posted upon the premises to which it is applicable. (f) In the event of a change of location of the registered establishment, the board, department, or agency, in accordance with its regulations, shall amend the certificate of registration so that it shall apply to the new location. (g) No certificate of registration shall be assignable.4-29-211. Certificate of registration - Suspension or revocation.(a) The state board, department, or agency which issued the certificate of registration may suspend or revoke it for [a number of reasons including misconduct, etc. – see statute for details]. 4-29-213. Shares of deceased or disqualified shareholder - Price.If the articles of incorporation or bylaws of a corporation subject to this subchapter fail to state a price or method of determining a fixed price at which the corporation or its shareholders may purchase the shares of a deceased shareholder or a shareholder no longer qualified to own shares in the corporation, then the price for the shares shall be the book value as of the end of the month immediately preceding the death or disqualification of the shareholder. Book value shall be determined from the books and records of the corporation in accordance with the regular method of accounting used by the corporation. * * * Forms List The following forms are available for download with this package. AR-NAMERESV-INC: Application for Reservation of Corporate NameAR-00INCP: Articles of IncorporationAR-PC-TL: Sample Transmittal LetterAR-PC-OM: Sample Organizational MinutesAR-PC-BL: Sample BylawsUS-IRS-SS-4: Application for Federal Tax Identification Number & InstructionsUS-IRS-2553: Election of “S” Corporation Status & InstructionsAR-PC-AM: Sample Annual MinutesAR-PC-CR: Sample Corporate Notices of Meetings, Resolutions, Simple Stock Ledger & CertificateInstructions on using the forms are either included with the forms and/or found in the Steps to Incorporate section, below. * * * Notes on Downloading the Forms In order that we can provide you with the most up to date forms at all times, all forms are located on our servers for you to down load, complete and print. Downloading instructions are provided and we will assist if you have any problems. From the download page, the easiest procedure to download the forms is to right click on the form links and select “save target as” to save each form to your hard drive.You will have six days during which you can return to the forms download page to download the forms again if needed. You are advised to save the forms to your computer as soon as possible to avoid any problem with the six day limit. * * * Notes on Completing the Forms The forms in this package may be available in Adobe Acrobat (“.pdf”) and/or Microsoft Word (“.doc”) format. If available in .pdf format, the forms will contain “fillable” blanks which you can type directly into, and print. However, you can still print the form and fill in with a typewriter or by hand if you desire.If available in .doc format, the forms may contain “form fields” created using Microsoft Word. “Form fields” facilitate completion of the forms using your computer. They do not limit you ability to print the form “in blank” and complete with a typewriter or by hand. To complete the forms click on the gray shaded areas and type the information. For the separation agreement complete the gray shaded areas and also make any other changes or additions to resolve all issues.If you do not see the gray shaded form fields, go the View menu, click on Toolbars, and then select Forms. This will open the forms toolbar. Look for the button on the forms toolbar that resembles a shaded letter “a”. Click in this button and the form fields, if present, will become visible. If there are no form fields, just type into the document, underlining if necessary, to complete the form. Some forms may be “locked” which means that the content of the forms cannot be changed unless the form is unlocked. You can only fill in the information in the fields. If you need to make any changes in the body of the form, it is necessary for you “unlock” or “unprotect” the form. IF YOU INTEND TO MAKE CHANGES TO THE CONTENT, DO SO BEFORE YOU BEGIN TO FILL IN THE FIELDS. IF YOU UNLOCK THE DOCUMENT AFTER YOU HAVE BEGUN TO COMPLETE THE FIELDS, WHEN YOU RELOCK, ALL INFORMATION YOU ENTERED WILL BE LOST. To unlock click on “Tools” in the Menu bar and then selecting “unprotect document”. You may then be prompted to enter a password. If so, the password is “uslf”. That is uslf in lower case letters without the quotation marks. After you make the changes relock the document before you begin to complete the fields. After any required changes relock the form, then click on the first form field and enter the required information. You will be able to navigate through the document from form field to form field using your tab key. Tab to a form field and insert your data. If you experience problems, please let us know. * * * Steps to Incorporate The practice of a state-licensed profession in the State of Arkansas is controlled, generally, by the statutory mandates set out in the statutes noted above, in statutes applicable to your profession, and by the rules and regulations established by the Arkansas Board or other governing entity for your profession. You must obtain a certificate of registration from your governing entity prior to beginning operations as a professional corporation. Contact your governing Board or agency for details. Step 1: See FORM: AR-NAMERESV-INCAPPLICATION FOR RESERVATION OF CORPORATE NAMEBefore completing Articles of Incorporation, it is imperative that you check with the Secretary of State’s Office concerning the availability of the desired corporate name. This may be done by mail or telephone. If your name is available, you might want to reserve it by filing the name reservation form.It is recommended that you reserve a corporate name in order to assure that your Articles of Incorporation are not rejected because the name you have selected is not available. Make sure to conform to the statute for naming a Professional Corporation, including the appropriate ending:4-29-207. Corporate Name(a) The corporate name shall contain either: (1) The names of one (1) or more of the shareholders; or (2) The names of one (1) or more deceased former shareholders or deceased members of a predecessor organization; or (3) Any combination of the names specified in subdivisions (a)(1) and (2) of this section. (b) The name of a person who is not employed by the corporation shall not be included in the corporate name, except that the name of a deceased former shareholder or deceased member of a predecessor organization may continue to be included in the corporate name. (c) The corporate name shall end with the word "Chartered", or "Limited", or the abbreviation "Ltd.", or the words "Professional Association", or the abbreviation "P.A."Mail the completed form to the address on the form with the filing fee.Step 2: See FORM: AR-00INCP ARTICLES OF INCORPORATION & CORP. FRANCHISE TAX FORM Complete the Articles of Incorporation form and the Corporate Franchise Tax form. Mail in as instructed, with the appropriate filing fee. A sample cover letter is included.See FORM: AR-PC-TL -- SAMPLE TRANSMITTAL LETTERStep 4: Upon return of the Articles of Incorporation, conduct an Initial meeting at which time directors and officers are elected, by-laws are adopted, and other action is taken. See FORM: AR-PC-OM -- SAMPLE ORGANIZATIONAL MINUTESSee FORM: AR-PC-BL -- SAMPLE BY-LAWSStep 5: Apply for a Federal Tax Identification Number. This is done with form IRS-SS- 4. Mail the form to your regional IRS office. See Supplemental Form: US-IRS-SS-4APPLICATION FOR FEDERAL TAX ID & INSTRUCTIONS Step 6:If you elect Subchapter S status so that the corporation income and losses will pass to the shareholders, complete and file form 2553 with the Internal Revenue Service. It is important that this form be filed timely or the corporation will have to pay the C Corporation tax rate.See Supplemental Form: US-IRS-2553ELECTION OF S-CORPORATION STATUS & INSTRUCTIONSStep 7:Open a Corporate bank account and conduct business.Step 8: Hold an annual meeting of the directors and shareholders at least once a year to elect directors and officers for the upcoming year and to take action as needed. See FORM: AR-PC-AM -- SAMPLE ANNUAL MINUTESGeneral:For your convenience, additional forms are included such as Sample Corporate Notices of Meetings, Resolutions, Simple Stock Ledger & Certificate. See Supplemental Form: AR-PC-CR * * * Accessories U. S. Legal Forms, Inc. offers the following corporate accessories: Corporate Seal:If you would like to order a corporate seal call U.S. Legal Forms, Inc. at (601) 825-0382. Engraved with your name: $24.95 plus shipping, or see http://www.uslegalbookstore.com/officeproducts/Corporate Books: See http://www.uslegalbookstore.com/officeproducts/Imprinted (or blank) Lithographed Stock Certificates: Preview: http://www.uslegalforms.com/images/cert2.gifOrder for your state: http://www.uslegalforms.com/stock-certificates.htm * * * Disclaimer THESE MATERIALS ARE PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OF INTELLECTUAL PROPERTY, OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL U. S. LEGAL FORMS, INC. 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