S.B. 88 Enrolled

1

UNIFORM MODEL REGISTERED AGENT ACT
2 2008 GENERAL SESSION
3 STATE OF UTAH
4 Chief Sponsor: Lyle W. Hillyard
5 House Sponsor: Jack R. Draxler
6
7 LONG TITLE
8 General Description:
9 This bill enacts Title 16, Chapter 16, Uniform Model Registered Agents Act, and makes
10 conforming amendments.
11 Highlighted Provisions:
12 This bill:
13 . defines terms;
14 . provides for the manner of a business's appointment, change, and termination of a
15 registered agent;
16 . addresses service of process on a business entity with a registered agent;
17 . provides a venue for certain actions concerning a company with or without a
18 registered agent;
19 . provides duties for a registered agent;
20 . addresses the effect of other laws;
21 . specifically provides that Title 16, Chapter 16, Uniform Model Registered Agents
22 Act, does not have retrospective effect;
23 . makes conforming amendments to other business entity provisions, including
24 concerning:
25 . registered agents, registered offices, designated offices, and principal offices; and
26 . time limits for which a business entity may be without a registered agent; and
27 . makes technical changes.
28 Monies Appropriated in this Bill:
29 None

30 Other Special Clauses:
31 None
32 Utah Code Sections Affected:
33 AMENDS:
34 3-1-44, as last amended by Laws of Utah 2000, Chapter 300
35 16-6a-102, as last amended by Laws of Utah 2007, Chapter 315
36 16-6a-105, as last amended by Laws of Utah 2006, Chapter 127
37 16-6a-110, as enacted by Laws of Utah 2000, Chapter 300
38 16-6a-202, as last amended by Laws of Utah 2002, Chapter 197
39 16-6a-703, as enacted by Laws of Utah 2000, Chapter 300
40 16-6a-710, as enacted by Laws of Utah 2000, Chapter 300
41 16-6a-1002, as last amended by Laws of Utah 2003, Chapter 131
42 16-6a-1105, as last amended by Laws of Utah 2002, Chapter 197
43 16-6a-1407, as enacted by Laws of Utah 2000, Chapter 300
44 16-6a-1410, as enacted by Laws of Utah 2000, Chapter 300
45 16-6a-1415, as enacted by Laws of Utah 2000, Chapter 300
46 16-6a-1503, as enacted by Laws of Utah 2000, Chapter 300
47 16-6a-1504, as enacted by Laws of Utah 2000, Chapter 300
48 16-6a-1514, as enacted by Laws of Utah 2000, Chapter 300
49 16-6a-1515, as enacted by Laws of Utah 2000, Chapter 300
50 16-6a-1604, as enacted by Laws of Utah 2000, Chapter 300
51 16-6a-1607, as last amended by Laws of Utah 2001, Chapter 127
52 16-7-15, as enacted by Laws of Utah 2004, Chapter 16
53 16-10a-103, as last amended by Laws of Utah 2005, Chapter 141
54 16-10a-120, as last amended by Laws of Utah 2006, Chapter 127
55 16-10a-125, as enacted by Laws of Utah 1992, Chapter 277
56 16-10a-202, as enacted by Laws of Utah 1992, Chapter 277
57 16-10a-703, as enacted by Laws of Utah 1992, Chapter 277

58 16-10a-720, as enacted by Laws of Utah 1992, Chapter 277
59 16-10a-809, as enacted by Laws of Utah 1992, Chapter 277
60 16-10a-1002, as last amended by Laws of Utah 1993, Chapter 184
61 16-10a-1107, as enacted by Laws of Utah 1992, Chapter 277
62 16-10a-1330, as enacted by Laws of Utah 1992, Chapter 277
63 16-10a-1407, as last amended by Laws of Utah 2006, Chapter 127
64 16-10a-1420, as enacted by Laws of Utah 1992, Chapter 277
65 16-10a-1431, as enacted by Laws of Utah 1992, Chapter 277
66 16-10a-1503, as last amended by Laws of Utah 2005, Chapter 71
67 16-10a-1504, as enacted by Laws of Utah 1992, Chapter 277
68 16-10a-1521, as enacted by Laws of Utah 1992, Chapter 277
69 16-10a-1530, as last amended by Laws of Utah 2005, Chapter 71
70 16-10a-1604, as last amended by Laws of Utah 1996, Chapter 198
71 16-10a-1607, as enacted by Laws of Utah 1992, Chapter 277
72 16-15-104, as enacted by Laws of Utah 1995, Chapter 310
73 16-15-109, as enacted by Laws of Utah 1995, Chapter 310
74 31A-5-203, as last amended by Laws of Utah 2000, Chapter 300
75 31A-5-401, as last amended by Laws of Utah 1992, Chapter 277
76 31A-8-202, as last amended by Laws of Utah 1992, Chapter 277
77 31A-8-204, as last amended by Laws of Utah 2000, Chapter 300
78 31A-14-204, as last amended by Laws of Utah 1992, Chapter 277
79 48-1-42, as last amended by Laws of Utah 2005, Chapter 71
80 48-2a-201, as last amended by Laws of Utah 2005, Chapter 141
81 48-2a-202.5, as enacted by Laws of Utah 2002, Chapter 193
82 48-2a-210, as last amended by Laws of Utah 2000, Chapter 131
83 48-2a-902, as last amended by Laws of Utah 1991, Chapters 5 and 189
84 48-2c-102, as last amended by Laws of Utah 2006, Chapter 21
85 48-2c-113, as enacted by Laws of Utah 2001, Chapter 260

86 48-2c-115, as enacted by Laws of Utah 2001, Chapter 260
87 48-2c-203, as last amended by Laws of Utah 2005, Chapter 141
88 48-2c-204, as enacted by Laws of Utah 2001, Chapter 260
89 48-2c-211, as enacted by Laws of Utah 2001, Chapter 260
90 48-2c-309, as enacted by Laws of Utah 2001, Chapter 260
91 48-2c-403, as last amended by Laws of Utah 2005, Chapter 141
92 48-2c-406, as enacted by Laws of Utah 2001, Chapter 260
93 48-2c-411, as enacted by Laws of Utah 2001, Chapter 260
94 48-2c-704, as enacted by Laws of Utah 2001, Chapter 260
95 48-2c-809, as enacted by Laws of Utah 2001, Chapter 260
96 48-2c-1204, as last amended by Laws of Utah 2005, Chapter 141
97 48-2c-1206, as enacted by Laws of Utah 2001, Chapter 260
98 48-2c-1207, as last amended by Laws of Utah 2005, Chapter 141
99 48-2c-1208, as enacted by Laws of Utah 2001, Chapter 260
100 48-2c-1211, as last amended by Laws of Utah 2005, Chapter 141
101 48-2c-1306, as enacted by Laws of Utah 2001, Chapter 260
102 48-2c-1511, as enacted by Laws of Utah 2001, Chapter 260
103 48-2c-1603, as enacted by Laws of Utah 2001, Chapter 260
104 48-2c-1604, as last amended by Laws of Utah 2005, Chapter 71
105 48-2c-1611, as enacted by Laws of Utah 2001, Chapter 260
106 48-2c-1612, as last amended by Laws of Utah 2005, Chapter 71
107 48-2c-1614, as enacted by Laws of Utah 2001, Chapter 260
108 ENACTS:
109 16-16-101, Utah Code Annotated 1953
110 16-16-102, Utah Code Annotated 1953
111 16-16-201, Utah Code Annotated 1953
112 16-16-202, Utah Code Annotated 1953
113 16-16-203, Utah Code Annotated 1953

114 16-16-204, Utah Code Annotated 1953
115 16-16-205, Utah Code Annotated 1953
116 16-16-206, Utah Code Annotated 1953
117 16-16-207, Utah Code Annotated 1953
118 16-16-208, Utah Code Annotated 1953
119 16-16-209, Utah Code Annotated 1953
120 16-16-210, Utah Code Annotated 1953
121 16-16-301, Utah Code Annotated 1953
122 16-16-302, Utah Code Annotated 1953
123 16-16-401, Utah Code Annotated 1953
124 16-16-402, Utah Code Annotated 1953
125 16-16-403, Utah Code Annotated 1953
126 16-16-404, Utah Code Annotated 1953
127 REPEALS:
128 16-6a-501, as last amended by Laws of Utah 2002, Chapter 197
129 16-6a-502, as enacted by Laws of Utah 2000, Chapter 300
130 16-6a-503, as last amended by Laws of Utah 2002, Chapter 197
131 16-6a-504, as enacted by Laws of Utah 2000, Chapter 300
132 16-6a-1508, as enacted by Laws of Utah 2000, Chapter 300
133 16-6a-1509, as enacted by Laws of Utah 2000, Chapter 300
134 16-10a-501, as enacted by Laws of Utah 1992, Chapter 277
135 16-10a-502, as enacted by Laws of Utah 1992, Chapter 277
136 16-10a-503, as enacted by Laws of Utah 1992, Chapter 277
137 16-10a-504, as last amended by Laws of Utah 1999, Chapter 220
138 16-10a-1508, as enacted by Laws of Utah 1992, Chapter 277
139 16-10a-1509, as enacted by Laws of Utah 1992, Chapter 277
140 42-2-11, as last amended by Laws of Utah 1992, Chapter 277
141 48-2a-104, as last amended by Laws of Utah 2005, Chapter 141

142 48-2a-104.5, as enacted by Laws of Utah 1996, Chapter 41
143 48-2c-111, as enacted by Laws of Utah 2001, Chapter 260
144 48-2c-112, as enacted by Laws of Utah 2001, Chapter 260
145 48-2c-301, as enacted by Laws of Utah 2001, Chapter 260
146 48-2c-302, as enacted by Laws of Utah 2001, Chapter 260
147 48-2c-303, as enacted by Laws of Utah 2001, Chapter 260
148 48-2c-304, as enacted by Laws of Utah 2001, Chapter 260
149 48-2c-306, as enacted by Laws of Utah 2001, Chapter 260
150 48-2c-307, as enacted by Laws of Utah 2001, Chapter 260
151 48-2c-308, as enacted by Laws of Utah 2001, Chapter 260
152 48-2c-310, as last amended by Laws of Utah 2006, Chapter 127
153
154 Be it enacted by the Legislature of the state of Utah:
155 Section 1. Section 3-1-44 is amended to read:
156 3-1-44. Registered office and agent.
157 (1) An association shall continuously maintain a registered office in this state. The
158 registered office may be the principal place of business of the association.
159 (2) (a) An association shall designate a registered agent.
160 (b) The registered agent may be a person residing in this state, a domestic corporation,
161 or a foreign corporation authorized to transact business in this state.
162 (c) The registered agent's address shall be the same as that of the registered office.
163 (3) (a) An association shall file a statement with the Division of Corporations and
164 Commercial Code designating or changing its registered office, its registered agent, or both.
165 (b) The statement in Subsection (3)(a) shall set forth:
166 (i) the name of the association;
167 (ii) the address of the association's registered office;
168 (iii) the name of the association's registered agent and the registered agent's address;
169 and

170 (iv) a statement that the designation or change was authorized by a resolution of the
171 board of directors.
172 (4) (a) A registered agent of an association may resign by filing with the division a
173 signed written notice of resignation, including a statement that a signed copy of the notice has
174 been given to the association at its principal place of business.
175 (b) The appointment of the agent terminates 30 days after notice is filed with the
176 division.
177 (5) Service of process, notice, or any demand upon an association shall be made as
178 provided in [Section 16-6a-504 ] Title 16, Chapter 16, Model Registered Agents Act.
179 Section 2. Section 16-6a-102 is amended to read:
180 16-6a-102. Definitions.
181 As used in this chapter:
182 (1) (a) "Address" means a location where mail can be delivered by the United States
183 Postal Service.
184 (b) "Address" includes:
185 (i) a post office box number;
186 (ii) a rural free delivery route number; and
187 (iii) a street name and number.
188 (2) "Affiliate" means a person that directly or indirectly through one or more
189 intermediaries controls, or is controlled by, or is under common control with, the person
190 specified.
191 (3) "Articles of incorporation" include:
192 (a) amended articles of incorporation;
193 (b) restated articles of incorporation;
194 (c) articles of merger; and
195 (d) a document of a similar import to the documents described in Subsections (3)(a)
196 through (c).
197 (4) "Assumed corporate name" means the name assumed for use in this state:

198 (a) by a:
199 (i) foreign corporation pursuant to Section 16-10a-1506 ; or
200 (ii) a foreign nonprofit corporation pursuant to Section 16-6a-1506 ; and
201 (b) because the corporate name of the foreign corporation described in Subsection
202 (4)(a) is not available for use in this state.
203 (5) (a) Except as provided in Subsection (5)(b), "board of directors" means the body
204 authorized to manage the affairs of the domestic or foreign nonprofit corporation.
205 (b) Notwithstanding Subsection (5)(a), a person may not be considered a member of the
206 board of directors because of powers delegated to that person pursuant to Subsection
207 16-6a-801 (2).
208 (6) (a) "Bylaws" means the one or more codes of rules, other than the articles of
209 incorporation, adopted pursuant to this chapter for the regulation or management of the affairs
210 of the domestic or foreign nonprofit corporation irrespective of the name or names by which the
211 codes of rules are designated.
212 (b) "Bylaws" includes:
213 (i) amended bylaws; and
214 (ii) restated bylaws.
215 (7) (a) "Cash" or "money" means:
216 (i) legal tender;
217 (ii) a negotiable instrument; or
218 (iii) other cash equivalent readily convertible into legal tender.
219 (b) "Cash" and "money" are used interchangeably in this chapter.
220 (8) (a) "Class" refers to a group of memberships that have the same rights with respect
221 to voting, dissolution, redemption, transfer, or other characteristics.
222 (b) For purposes of Subsection (8)(a), rights are considered the same if they are
223 determined by a formula applied uniformly to a group of memberships.
224 (9) (a) "Conspicuous" means so written that a reasonable person against whom the
225 writing is to operate should have noticed the writing.

226 (b) "Conspicuous" includes printing or typing in:
227 (i) italics;
228 (ii) boldface;
229 (iii) contrasting color;
230 (iv) capitals; or
231 (v) underlining.
232 (10) "Control" or a "controlling interest" means the direct or indirect possession of the
233 power to direct or cause the direction of the management and policies of an entity by:
234 (a) the ownership of voting shares;
235 (b) contract; or
236 (c) means other than those specified in Subsection (10)(a) or (b).
237 (11) Subject to Section 16-6a-207 , "cooperative nonprofit corporation" or
238 "cooperative" means a nonprofit corporation organized or existing under this chapter.
239 (12) "Corporate name" means:
240 (a) the name of a domestic corporation as stated in the domestic corporation's articles
241 of incorporation;
242 (b) the name of a domestic nonprofit corporation as stated in the domestic nonprofit
243 corporation's articles of incorporation;
244 (c) the name of a foreign corporation as stated in the foreign corporation's:
245 (i) articles of incorporation; or
246 (ii) document of similar import to articles of incorporation; or
247 (d) the name of a foreign nonprofit corporation as stated in the foreign nonprofit
248 corporation's:
249 (i) articles of incorporation; or
250 (ii) document of similar import to articles of incorporation.
251 (13) "Corporation" or "domestic corporation" means a corporation for profit, which is
252 not a foreign corporation, incorporated under or subject to Chapter 10a, Utah Revised Business
253 Corporation Act.

254 (14) "Delegate" means any person elected or appointed to vote in a representative
255 assembly:
256 (a) for the election of a director; or
257 (b) on matters other than the election of a director.
258 (15) "Deliver" includes delivery by mail and any other means of transmission authorized
259 by Section 16-6a-103 , except that delivery to the division means actual receipt by the division.
260 (16) "Director" means a member of the board of directors.
261 (17) (a) "Distribution" means the payment of a dividend or any part of the income or
262 profit of a nonprofit corporation to the nonprofit corporation's:
263 (i) members;
264 (ii) directors; or
265 (iii) officers.
266 (b) "Distribution" does not include fair-value payments for:
267 (i) goods sold; or
268 (ii) services received.
269 (18) "Division" means the Division of Corporations and Commercial Code.
270 (19) "Effective date," when referring to a document filed by the division, means the
271 time and date determined in accordance with Section 16-6a-108 .
272 (20) "Effective date of notice" means the date notice is effective as provided in Section
273 16-6a-103 .
274 (21) (a) "Employee" includes an officer of a nonprofit corporation.
275 (b) (i) Except as provided in Subsection (21)(b)(ii), "employee" does not include a
276 director of a nonprofit corporation.
277 (ii) Notwithstanding Subsection (21)(b)(i), a director may accept duties that make that
278 director an employee of a nonprofit corporation.
279 (22) "Executive director" means the executive director of the Department of
280 Commerce.
281 (23) "Entity" includes:

282 (a) a domestic or foreign corporation;
283 (b) a domestic or foreign nonprofit corporation;
284 (c) a limited liability company;
285 (d) a profit or nonprofit unincorporated association;
286 (e) a business trust;
287 (f) an estate;
288 (g) a partnership;
289 (h) a trust;
290 (i) two or more persons having a joint or common economic interest;
291 (j) a state;
292 (k) the United States; or
293 (l) a foreign government.
294 (24) "Foreign corporation" means a corporation for profit incorporated under a law
295 other than the laws of this state.
296 (25) "Foreign nonprofit corporation" means an entity:
297 (a) incorporated under a law other than the laws of this state; and
298 (b) that would be a nonprofit corporation if formed under the laws of this state.
299 (26) "Governmental subdivision" means:
300 (a) a county;
301 (b) a city;
302 (c) a town; or
303 (d) any other type of governmental subdivision authorized by the laws of this state.
304 (27) "Individual" means:
305 (a) a natural person;
306 (b) the estate of an incompetent individual; or
307 (c) the estate of a deceased individual.
308 (28) "Internal Revenue Code" means the federal "Internal Revenue Code of 1986," as
309 amended from time to time, or to corresponding provisions of subsequent internal revenue laws

310 of the United States of America.
311 (29) (a) "Mail," "mailed," or "mailing" means deposit, deposited, or depositing in the
312 United States mail, properly addressed, first-class postage prepaid.
313 (b) "Mail," "mailed," or "mailing" includes registered or certified mail for which the
314 proper fee has been paid.
315 (30) (a) "Member" means one or more persons identified or otherwise appointed as a
316 member of a domestic or foreign nonprofit corporation as provided:
317 (i) in the articles of incorporation;
318 (ii) in the bylaws;
319 (iii) by a resolution of the board of directors; or
320 (iv) by a resolution of the members of the nonprofit corporation.
321 (b) "Member" includes "voting member."
322 (31) "Membership" refers to the rights and obligations of a member or members.
323 (32) "Mutual benefit corporation" means a nonprofit corporation:
324 (a) that issues shares of stock to its members evidencing a right to receive distribution
325 of water or otherwise representing property rights; or
326 (b) all of whose assets are contributed or acquired by or for the members of the
327 nonprofit corporation or their predecessors in interest to serve the mutual purposes of the
328 members.
329 (33) "Nonprofit corporation" or "domestic nonprofit corporation" means an entity,
330 which is not a foreign nonprofit corporation, incorporated under or subject to the provisions of
331 this chapter.
332 (34) "Notice" is as provided in Section 16-6a-103 .
333 (35) "Party related to a director" means:
334 (a) the spouse of the director;
335 (b) a child of the director;
336 (c) a grandchild of the director;
337 (d) a sibling of the director;

338 (e) a parent of the director;
339 (f) the spouse of an individual described in Subsections (35)(b) through (e);
340 (g) an individual having the same home as the director;
341 (h) a trust or estate of which the director or any other individual specified in this
342 Subsection (35) is a substantial beneficiary; or
343 (i) any of the following of which the director is a fiduciary:
344 (i) a trust;
345 (ii) an estate;
346 (iii) an incompetent;
347 (iv) a conservatee; or
348 (v) a minor.
349 (36) "Person" means an:
350 (a) individual; or
351 (b) entity.
352 (37) "Principal office" means:
353 (a) the office, in or out of this state, designated by a domestic or foreign nonprofit
354 corporation as its principal office in the most recent document on file with the division
355 providing that information, including:
356 (i) an annual report;
357 (ii) an application for a certificate of authority; or
358 (iii) a notice of change of principal office; or
359 (b) if no principal office can be determined, a domestic or foreign nonprofit
360 corporation's registered office.
361 (38) "Proceeding" includes:
362 (a) a civil suit;
363 (b) arbitration;
364 (c) mediation;
365 (d) a criminal action;

366 (e) an administrative action; or
367 (f) an investigatory action.
368 (39) "Receive," when used in reference to receipt of a writing or other document by a
369 domestic or foreign nonprofit corporation, means the writing or other document is actually
370 received:
371 (a) by the domestic or foreign nonprofit corporation at:
372 (i) its registered office in this state; or
373 (ii) its principal office;
374 (b) by the secretary of the domestic or foreign nonprofit corporation, wherever the
375 secretary is found; or
376 (c) by any other person authorized by the bylaws or the board of directors to receive the
377 writing or other document, wherever that person is found.
378 (40) (a) "Record date" means the date established under Part 6, Members or 7, Member
379 Meetings and Voting on which a nonprofit corporation determines the identity of the nonprofit
380 corporation's members.
381 (b) The determination described in Subsection (40)(a) shall be made as of the close of
382 business on the record date unless another time for doing so is specified when the record date is
383 fixed.
384 (41) "Registered agent" means the registered agent of:
385 (a) a domestic nonprofit corporation [required to be maintained pursuant to Subsection
386 16-6a-501 (1)(b)]; or
387 (b) a foreign nonprofit corporation [required to be maintained pursuant to Subsection
388 16-6a-1508 (1)(b)].
389 (42) "Registered office" means the office within this state designated by a domestic or
390 foreign nonprofit corporation as its registered office in the most recent document on file with
391 the division providing that information, including:
392 (a) articles of incorporation;
393 (b) an application for a certificate of authority; or

394 (c) a notice of change of registered office.
395 (43) "Secretary" means the corporate officer to whom the bylaws or the board of
396 directors has delegated responsibility under Subsection 16-6a-818 (3) for:
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