Arkansas LLC Formation: Certificate of Organization and Franchise Tax

Four rules that shape an Arkansas LLC filing

An Arkansas Certificate of Organization has to name an individual who answers for franchise tax, and the requirement sits in the tax code rather than the LLC act. Ark. Code Ann. § 26-54-114(e) calls for "the name of at least one (1) individual who is substantially connected to the corporation and is responsible for payment of franchise taxes" to be filed with the certificate of organization, and item 4 of form LL-01 collects that name and title.

The annual report written into the Arkansas LLC act is satisfied by that same tax filing. Section 4-38-212 describes a report carrying the company name, the registered agent and principal office addresses and the name of at least one member or manager, delivered after January 1 and before April 1, then provides that a company has satisfied it "if the requirements under the Arkansas Corporate Franchise Tax Act of 1979 ... have been met."

Past-due franchise tax reaches individuals, not only the company. Section 26-54-114 bars an entity owing past-due franchise taxes from filing documents related to it, creating a new legal entity in Arkansas, or obtaining authority to do business in Arkansas, and applies the same three bars to a present or past officer, director, member or manager. Past-due counts "only those taxes owed three (3) years prior to the year in which the current filing is presented," and an organizer of a limited liability company is not treated as substantially connected.

Member names are confidential by statute. Section 26-54-105(h)(2) keeps member names on the franchise tax report from public inspection, except for those designated as a manager, president, vice president, secretary, treasurer or controller, and that protection lapses if the company has no registered agent for service of process.

Act 1041 of 2021 repealed Arkansas Code Title 4, Chapter 32 outright and enacted the Uniform Limited Liability Company Act at § 4-38-101 et seq. The Secretary of State's "Doing Business in Arkansas" booklet and instruction 1 of the 2026 franchise tax report still say "Articles of Organization," while the current statute and form LL-01 say Certificate of Organization.

Filing the Certificate of Organization

Form LL-01 goes to the Arkansas Secretary of State, Business and Commercial Services Division. Section 4-38-201(b) requires the certificate to state the company name, the street and mailing addresses of the principal office, and the registered agent information required by § 4-20-105(a); the form adds the franchise tax officer name. The company is formed when the certificate becomes effective and at least one person has become a member or manager.

The Franchise Tax Registration page in the LL-01 packet is filed "with the Office of the Secretary of State at the time of filing" so the company receives its annual franchise tax reporting form, and it carries no fee.

The Arkansas LLC act has no newspaper publication step, and the statutory fee schedule carries no publication-related fee.

Fees and where to file

The Secretary of State's LLC forms and fees table prices the Certificate of Organization at $45.00 online and $50.00 paper. The statutory fee schedule published under Act 1041 of 2021 lists a single amount, "Certificate of Organization $50.00," and the LL-01 footer also reads "Filing Fee $50.00." Online filings go through the Corporations/LLC/Nonprofit Online Filing System linked from the division's page, payable by credit card. The division's contact page gives its address as the Victory Building, 1401 W. Capitol Avenue, Suite 250, Little Rock, AR 72201, while the current form LL-01 prints 500 Woodlane Avenue, Suite 256, Little Rock, AR.

What the state publishes about timing

Two figures are published. The division's new business page gives "3-5 business days" for mailed, dropped off and online corporation and LLC filings alike. The Business Services FAQ states that "the Division completes most filings such as articles of incorporation, amendments, mergers or dissolutions within two business days of receipt."

No expedited tier is published for Arkansas LLC filings. The statutory fee schedule runs through nineteen filing types plus service of process and copying fees and carries no expedite surcharge, and the forms table shows only an Online Fee column and a Paper Fee column.

Naming an Arkansas LLC

Section 4-38-112(a) requires the name to contain "limited liability company" or "limited company" or the abbreviation "L.L.C.", "LLC", "L.C.", or "LC", with "Limited" abbreviated as "Ltd." and "company" as "Co." A company performing a professional service adds a designator such as "P.L.L.C." or "PLLC." The name "may not contain the name of any person who is not a member," though a former member's name, or that of a member of a predecessor organization, may continue.

The name must be distinguishable on the records of the Secretary of State from filed entity names that are not administratively dissolved and from reserved and registered names. The statute then lists the entity designators that "may not be taken into account" in that comparison, so changing only the designator does not make a name distinguishable. Where a name is not distinguishable it may still be used if the other person consents in a record and undertakes to change its own name, on an application priced at $25.00; that consent is not needed where the only difference is the designator.

The Business Entity Search checks availability before filing, and the Business Services FAQ cautions that "names are not guaranteed until the forms are actually file marked by the BCS Division." Form RN-06 reserves a name for $22.50 online or $25.00 paper, and § 4-38-113 reserves it "for the applicant's exclusive use for 120 days," with a transfer on form TRN-06 rather than a renewal.

Fictitious names

An Arkansas LLC trading under another name files form DN-18 at $22.50 online or $25.00 paper. Section 4-38-122 provides that a company "shall not conduct any business in this state under a fictitious name" until it files that form, and skipping it carries a specific consequence: rights accruing under an affected instrument "shall not be enforced by the limited liability company in the courts of this state until it complies with this section and pays to the Treasurer of State a civil penalty of three hundred dollars ($300)."

Registered agent

Section 4-38-115 requires every Arkansas LLC and registered foreign LLC to maintain a registered agent under the Model Registered Agents Act at § 4-20-101 et seq., and states the entire qualification: the agent "must have a place of business in this state." Neither it nor that act sets an age or residency test. Instruction 3 of the official LLC franchise tax report adds that "the registered agent's address must be a street address in Arkansas, and the agent must be located at that address. A post office box or 'mail drop' may NOT be used as the registered agent address."

No separate consent document accompanies the certificate, because "the designation of a registered agent is an affirmation of fact ... that the agent has consented to serve." The agent's duties run to forwarding process, notices and demands to the entity at its most recently supplied address, giving the notices the chapter requires, and keeping its listed information current.

Form DO-03 changes the agent at no fee online or on paper, and an agent's statement of resignation is also free; a resignation takes effect on the earlier of the thirty-first day after filing or the designation of a new agent. Having no registered agent in Arkansas for 60 consecutive days is a ground for administrative dissolution. The Arkansas registered agent page has more.

The franchise tax report

The Annual LLC Franchise Tax Report goes to the Secretary of State and is filed through that office's franchise tax portal. Every limited liability company pays $150.00; § 26-54-104 provides that an organization formed under the Uniform Limited Liability Company Act "shall pay the minimum franchise tax," and sets that floor at $150. Filing online adds a $5.00 processing fee for credit card payment, and paper filing carries none.

The tax is remitted with the report "on or before May 1 of the reporting year," and the registration page filed with LL-01 fixes the first one at May 1 of the year following formation. Instruction 2(f) of the report is blunt about relief: "Acts 1046 and 1140 of 1991 eliminated the opportunity to request an extension. ALL REPORTS ARE DUE ON OR BEFORE MAY 1." A late report costs a flat $25.00 late filing penalty on the report's own worksheet, then interest computed as tax plus penalty multiplied by .000274 and by the number of days deficient.

Two clocks then run. The Secretary of State mails notice on or before November 1 that the entity is subject to revocation, and § 26-54-111 directs the office to proclaim "on or before January 31 of each year" the revocation of the charters or authorities of all corporations delinquent in franchise tax for a prior year. Separately, § 4-38-708 allows administrative dissolution when a fee, tax, interest or penalty goes unpaid for six months after it is due, with 60 days after service of notice to cure.

Two revival windows

Recovery runs on whichever track ended the company. After charter revocation for unpaid franchise tax, § 26-54-112 restores the entity once all delinquent reports are filed and all taxes and penalties for each year of delinquency are paid, retroactive to the revocation date, within an outer limit of five years. After administrative dissolution, § 4-38-709 requires an application no later than two years after the effective date, and that reinstatement also relates back to the effective date of the dissolution. The Arkansas LLC dissolution page covers the voluntary route, form LL-04, at $45.00 online or $50.00 paper.

Operating agreement

Arkansas does not file operating agreements: § 4-38-201(b) does not list one among the certificate's contents. The statute defines the agreement as one "whether oral, implied, in a record, or in any combination thereof, of all the members ... including a sole member," so nothing requires writing. Section 4-38-105 lets the agreement vary the chapter and provides that where it is silent "this chapter governs the matter." A general starting point sits in the operating agreement guide.

EIN, state tax and licensing

An EIN comes from the Internal Revenue Service rather than from Arkansas. The EIN guide covers the application.

Section 26-51-817 classifies and taxes an LLC and its members "for Arkansas income tax purposes in the same manner" as they are classified and taxed for federal income tax purposes, excepting those electing to pay under the Elective Pass-Through Entity Tax Act. The Department of Finance and Administration's indexed brackets for tax year 2025 start at 0.00% on the first $5,599 and top out at 3.90% from $26,400 up.

The state sales and use tax rate is 6.500%. A company selling taxable goods or services registers with the department for a sales and use tax permit carrying a non-refundable $50.00 fee paid electronically, and the department asks filers to "allow up to 2 weeks for processing." Accounts run through the Arkansas Taxpayer Access Point. The "Doing Business in Arkansas" booklet tells sole proprietors to "obtain state and local business licenses and permits" and gives no equivalent bullet in its Limited Liability Company section. The Arkansas LLC taxes page goes further.

Frequently asked questions

What is the Arkansas LLC formation document called?

The Certificate of Organization, filed on form LL-01 with the Secretary of State. Ark. Code Ann. § 4-38-201(a) provides that one or more persons may act as organizers to form a limited liability company by delivering a certificate of organization to the Secretary of State for filing.

Why does Arkansas form LL-01 ask for an officer name?

Ark. Code Ann. § 26-54-114(e) requires the name of at least one individual who is substantially connected to the company and responsible for payment of franchise taxes to be filed with the certificate of organization. Item 4 of LL-01 collects that name and title.

Does an Arkansas LLC file an annual report?

Ark. Code Ann. § 4-38-212(f) provides that an LLC has satisfied the annual report requirement if the requirements of the Arkansas Corporate Franchise Tax Act of 1979 have been met. The Annual LLC Franchise Tax Report, $150, is the filing that is made.

When is the Arkansas LLC franchise tax due?

On or before May 1 of the reporting year under Ark. Code Ann. § 26-54-105(c)(2)(B). The first report is due May 1 of the year following formation, and instruction 2(f) of the report states that Acts 1046 and 1140 of 1991 eliminated extensions.

Who can serve as a registered agent for an Arkansas LLC?

Ark. Code Ann. § 4-38-115(c) states that the agent must have a place of business in Arkansas, and that is the whole qualification in the LLC act. The franchise tax report instructions add that a post office box or mail drop may not be used as the registered agent address.

What happens if an Arkansas LLC does not pay franchise tax?

Under Ark. Code Ann. § 26-54-111(a), on or before January 31 each year the Secretary of State proclaims as revoked the charters or authorities of entities delinquent for a prior year. Section 4-38-708(a)(1) separately allows administrative dissolution six months after a tax goes unpaid.