§ 15-4-1029 - Dissolution. - Arkansas Statutes

15-4-1029. Dissolution.

(a) A capital development company may dissolve in accordance with the applicable business law under which it was formed.

(b) In connection with a dissolution under subsection (a) of this section, a certificate of dissolution shall be signed by the authorized officers of the company and delivered to the Bank Commissioner.

(c) The certificate of dissolution shall be filed and recorded in the same manner as the original articles. As soon as the commissioner has accepted and endorsed on the certificate of dissolution his or her approval thereof, the company shall be deemed to be dissolved.

(d) However, the company shall be continued for the purpose of paying, satisfying, and discharging any other existing liabilities or obligations and collecting or liquidating its assets and doing all other acts required to adjust and conclude its business and affairs and may sue and be sued in its own name.

(e) Any assets remaining after all liabilities or other obligations of the company have been satisfied or discharged shall be distributed in accordance with the applicable business law under which it was formed and the company's governing documents.

(f) (1) Upon dissolution, if any proceeds from the purchase of an equity interest in a company have not been used for the purposes stated in 15-4-1016 or for operating expenses, then for each person who previously claimed a tax credit under 15-4-1026 with respect to that purchase, the tax imposed by the Income Tax Act of 1929, 26-51-101 et seq., for the year in which dissolution occurs shall be increased by the tax credit amount associated with the unused purchase proceeds.

(2) Within thirty (30) days after dissolution, the company shall notify each person who previously claimed a tax credit and the Department of Finance and Administration of a failure to use the proceeds and the tax recapture amount associated with the failure.

(g) (1) If authority to receive tax credits pursuant to this subchapter is terminated prior to December 31, 2015, or if a capital development company is dissolved, then the capital development company may assign the administration of any outstanding tax credits to the Arkansas Economic Development Council or its successor.

(2) (A) If the governing board of a capital development company approves an agreement for the purchase by any person of equity interests in the capital development company upon satisfaction of the conditions in the agreement and the agreement is approved prior to December 31, 2015, then the agreement shall remain valid and enforceable.

(B) However, the person entering into the agreement described in subdivision (g)(2)(A) of this section shall not receive any tax credits for the purchase of an equity interest in the capital development company that occurs after December 31, 2015.

(C) The capital development company shall remain in existence until the purchases of equity interests contemplated by this subsection are completed.