Arkansas Foreign Registration · If you skip it
What an unregistered foreign LLC risks in Arkansas
An out-of-state LLC that operates in Arkansas without registering faces a fine of up to $5,000 per twelve-month stretch, counted from the day it began until the day it registers (A.C.A. 4-38-913(e)). It also owes the fees registration would have cost and cannot sue in Arkansas courts until it registers. Its contracts remain valid. The sections below set out each consequence.
Consequences and their sections
| Consequence | What the Code says | Section |
|---|---|---|
| Civil penalty | Up to $5,000 in each twelve-month stretch (a partial stretch counts), ending when it registers | A.C.A. 4-38-913(e) |
| Back fees | All fees that registration would have imposed, and all penalties | A.C.A. 4-38-913(d)(1) |
| Recovery | The Attorney General recovers what is due and brings the penalty action | A.C.A. 4-38-913(d)(2), (f)(1) |
| Injunction | The court must bar further business until the company has paid what it owes and come into compliance | A.C.A. 4-38-913(f)(2)-(3) |
| Court access | No action, suit or proceeding until registered | A.C.A. 4-38-913(a), 4-38-902(b) |
| Contracts | Contracts stand, and those who signed them can still enforce them | A.C.A. 4-38-913(b) |
| Defending | The company can still defend an Arkansas case | A.C.A. 4-38-913(b)(3) |
| Owners | Owners are not made personally liable for company debts by the lapse alone | A.C.A. 4-38-913(g) |
| Service | Where it keeps no agent, or one who cannot be located, it can be served under A.C.A. 4-20-113 | A.C.A. 4-38-913(c) |
How the twelve-month count runs
Unlike a calendar-year test, Arkansas counts penalty periods from the date the company began transacting business and ends the count on the date it becomes registered. A company that started on March 10 has its first period run to March 9 of the next year, whatever the year-end. The statute sets a limit, not a fixed charge, and the sum is for the court to set when the Attorney General sues.
What the ceiling adds up to
| Twelve-month periods touched | Highest civil penalty |
|---|---|
| One | $5,000 |
| Two | $10,000 |
| Three | $15,000 |
These are ceilings from the Code.
The injunction is mandatory
The wording of the Code is "shall": when a court finds that a foreign LLC broke the chapter by doing business unregistered, it must issue an injunction on top of the civil penalty, and the bar lasts until the company has paid its penalties, interest and the court's costs and has otherwise come into line (A.C.A. 4-38-913(f)(2)-(3)). A separate section lets the Attorney General sue to enjoin on its own. Registering is the compliance that ends the injunction.
What it does not do
The lapse does not undo the company's contracts, stop it defending a lawsuit, or turn its members into guarantors. The protection that limits a member's or manager's liability stays intact; operating unregistered does not by itself strip it (A.C.A. 4-38-902(d)).
Never registered is not the same as terminated
A registered LLC can lose its registration through a different route: the Secretary of State may terminate it if fees are unpaid 60 days after they fall due, the annual report is 60 days late, there is no agent, or an agent change goes unreported for 30 days, after a notice that cannot take effect sooner than 60 days later (A.C.A. 4-38-910(a)). The company has that long to put things right. The penalty above belongs to a company that never registered.
Corporations
A foreign corporation without a certificate of authority cannot maintain a proceeding in Arkansas on a cause of action arising from its business here, and civil penalties of $100 to $5,000 can apply (A.C.A. 4-27-1501). The Form F-01 page covers the application.
Fixing it
Registering ends the unregistered period and, with it, the running count. The route is in the full guide: Form FL-01, $270 online. We prepare it for $199. What to say about the past, and whether to approach the state at all, depends on your facts; an Arkansas business lawyer can tell you.
Registered agent: first year included, then $149 a year
$199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Penalty questions
Does Arkansas fine automatically?
No. The penalty is recovered in an action by the Attorney General.
Is there a grace period before the penalty starts?
The Code counts from the date the company began transacting business.
Can I register and keep my existing contracts?
Yes. The Code says the lapse does not impair a contract.
Does registration end an injunction?
The bar stays until the company has paid what it owes and complied with the chapter; registering is part of that.
Our fee and the Arkansas fee
Register in Arkansas
+ $270 Arkansas fee
- Form FL-01, Application for Certificate of Registration of Foreign Limited Liability Company, filed online at the lower fee
- Your home state's certificate of existence, ordered for the filing
- An Arkansas registered agent: ours, or the one you already have
- The filed certificate of registration, sent to you with your first franchise tax date
- Renewal: after the first year, the agent service renews at $149 a year
$199
Arkansas
Start my Arkansas filingWe show our fee and the Arkansas fee as two lines at checkout. The Arkansas fee passes through at cost. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Official pages used
- Arkansas Secretary of State, foreign LLC forms and fees
- Arkansas Form FL-01
- Arkansas LLC franchise tax report and instructions
- Arkansas Secretary of State, foreign corporation forms and fees
- Arkansas Act 1041, Uniform LLC Act
- Arkansas Secretary of State, business services FAQ
- Arkansas Secretary of State, foreign corporation transacting business
Working in Arkansas?
File through us and your company pays the online rate while we handle the certificate, the application and the agent.