Download Zipped Enrolled WordPerfect SB0088.ZIP
[Introduced][Status][Bill Documents][Fiscal Note][Bills Directory]
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:
397
(a) the preparation and maintenance of:
398
(i) minutes of the meetings of:
399
(A) the board of directors; or
400
(B) the members; and
401
(ii) the other records and information required to be kept by the nonprofit corporation
402
pursuant to Section
16-6a-1601
; and
403
(b) authenticating records of the nonprofit corporation.
404
(44) "Shareholder" means the person in whose name a share is registered in the records
405
of a nonprofit corporation.
406
(45) "Share" means a unit of interest in a nonprofit corporation.
407
(46) "State," when referring to a part of the United States, includes:
408
(a) a state;
409
(b) a commonwealth;
410
(c) the District of Columbia;
411
(d) an agency or governmental and political subdivision of a state, commonwealth, or
412
District of Columbia;
413
(e) territory or insular possession of the United States; or
414
(f) an agency or governmental and political subdivision of a territory or insular
415
possession of the United States.
416
(47) "Street address" means:
417
(a) (i) street name and number;
418
(ii) city or town; and
419
(iii) United States post office zip code designation; or
420
(b) if, by reason of rural location or otherwise, a street name, number, city, or town
421
does not exist, an appropriate description other than that described in Subsection (47)(a) fixing
422
as nearly as possible the actual physical location but only if the information includes:
423
(i) the rural free delivery route;
424
(ii) the county; and
425
(iii) the United States post office zip code designation.
426
(48) "United States" includes any district, authority, office, bureau, commission,
427
department, and any other agency of the United States of America.
428
(49) "Vote" includes authorization by:
429
(a) written ballot; and
430
(b) written consent.
431
(50) (a) "Voting group" means all the members of one or more classes of members or
432
directors that, under this chapter, the articles of incorporation, or the bylaws, are entitled to
433
vote and be counted together collectively on a matter.
434
(b) All members or directors entitled by this chapter, the articles of incorporation, or the
435
bylaws to vote generally on a matter are for that purpose a single voting group.
436
(51) (a) "Voting member" means a person entitled to vote for all matters required or
437
permitted under this chapter to be submitted to a vote of the members, except as otherwise
438
provided in the articles of incorporation or bylaws.
439
(b) A person is not a voting member solely because of:
440
(i) a right the person has as a delegate;
441
(ii) a right the person has to designate a director; or
442
(iii) a right the person has as a director.
443
(c) Except as the bylaws may otherwise provide, "voting member" includes a
444
"shareholder" if the nonprofit corporation has shareholders.
445
Section 3.
Section
16-6a-105
is amended to read:
446
16-6a-105. Filing requirements.
447
(1) To be entitled to filing by the division, a document shall satisfy the requirements of:
448
(a) this section; and
449
(b) any other section of this chapter that adds to or varies the requirements of this
450
section.
451
(2) This chapter shall require or permit filing the document with the division.
452
(3) (a) A document shall contain the information required by this chapter.
453
(b) In addition to the document information required by this chapter, a document may
454
contain other information.
455
(4) A document shall be:
456
(a) typewritten; or
457
(b) machine printed.
458
(5) (a) A document shall be in the English language.
459
(b) A corporate name need not be in English if written in:
460
(i) English letters; or
461
(ii) Arabic or Roman numerals.
462
(c) Notwithstanding Subsection (5)(a), a certificate of existence required of a foreign
463
nonprofit corporation need not be in English if accompanied by a reasonably authenticated
464
English translation.
465
(6) (a) A document shall be:
466
(i) executed by a person in Subsection (6)(b); or
467
(ii) a true copy made by photographic, xerographic, electronic, or other process that
468
provides similar copy accuracy of a document that has been executed by a person listed in
469
Subsection (6)(b).
470
(b) A document shall be executed by:
471
(i) the chair of the board of directors of a domestic or foreign nonprofit corporation;
472
(ii) all of the directors of a domestic or foreign nonprofit corporation;
473
(iii) an officer of the domestic or foreign nonprofit corporation;
474
(iv) if directors have not been selected or the domestic or foreign nonprofit corporation
475
has not been formed, an incorporator;
476
(v) if the domestic or foreign nonprofit corporation is in the hands of a receiver, trustee,
477
or other court-appointed fiduciary, that receiver, trustee, or court-appointed fiduciary;
478
(vi) if the document is that of a registered agent:
479
(A) the registered agent, if the person is an individual; or
480
(B) a person authorized by the registered agent to execute the document, if the
481
registered agent is an entity; or
482
(vii) an attorney in fact if a nonprofit corporation retains the power of attorney with the
483
nonprofit corporation's records.
484
(7) A document shall state beneath or opposite the signature of the person executing
485
the document:
486
(a) the signer's name; and
487
(b) the capacity in which the document is signed.
488
(8) A document may contain:
489
(a) the corporate seal;
490
(b) an attestation by the secretary or an assistant secretary; or
491
(c) an acknowledgment, verification, or proof.
492
(9) The signature of each person signing a document, whether or not the document
493
contains an acknowledgment, verification, or proof permitted by Subsection (8), constitutes the
494
affirmation or acknowledgment of the person, under penalties of perjury, that:
495
(a) the document is:
496
(i) the person's act and deed; or
497
(ii) the act and deed of the entity on behalf of which the document is executed; and
498
(b) the facts stated in the document are true.
499
(10) If the division has prescribed a mandatory form or cover sheet for the document
500
under Section
16-6a-106
, a document shall be:
501
(a) in or on the prescribed form; or
502
(b) have the required cover sheet.
503
(11) A document shall be:
504
(a) delivered to the division for filing; and
505
(b) accompanied by:
506
(i) one exact or conformed copy, except as provided in [Sections
16-6a-503
and]
507
Section
16-6a-1510
;
508
(ii) the correct filing fee; and
509
(iii) any franchise tax, license fee, or penalty required by this chapter or other law.
510
(12) Except with respect to [filings] a filing pursuant to Section [
16-6a-503
or]
511
16-6a-1510
, a document shall state, or be accompanied by a writing stating, the address to
512
which the division may send a copy upon completion of the filing.
513
Section 4.
Section
16-6a-110
is amended to read:
514
16-6a-110. Filing duty of division.
515
(1) If a document delivered to the division for filing satisfies the requirements of
516
Section
16-6a-105
, the division shall file the document.
517
(2) (a) The division files a document by stamping or otherwise endorsing "Filed"
518
together with the name of the division and the date and time of acceptance for filing on both the
519
document and the accompanying copy.
520
(b) After filing a document, except as provided in Sections [
16-6a-503
,]
16-6a-1510
[,]
521
and
16-6a-1608
, the division shall deliver the accompanying copy, with the receipt for any filing
522
fees:
523
(i) (A) to the domestic or foreign nonprofit corporation for which the filing is made; or
524
(B) to the representative of the domestic or foreign nonprofit corporation for which the
525
filing is made; and
526
(ii) at the address:
527
(A) indicated on the filing; or
528
(B) that the division determines to be appropriate.
529
(3) If the division refuses to file a document, the division within ten days after the day
530
the document is delivered to the division shall return to the person requesting the filing:
531
(a) the document; and
532
(b) a written notice providing a brief explanation of the reason for the refusal to file.
533
(4) (a) The division's duty to file a document under this section is ministerial.
534
(b) Except as otherwise specifically provided in this chapter, the division's filing or
535
refusal to file a document does not:
536
(i) affect the validity or invalidity of the document in whole or in part;
537
(ii) relate to the correctness or incorrectness of information contained in the document;
538
or
539
(iii) create a presumption that:
540
(A) the document is valid or invalid; or
541
(B) information contained in the document is correct or incorrect.
542
Section 5.
Section
16-6a-202
is amended to read:
543
16-6a-202. Articles of incorporation.
544
(1) The articles of incorporation shall set forth:
545
(a) one or more purposes for which the nonprofit corporation is organized;
546
(b) a corporate name for the nonprofit corporation that satisfies the requirements of
547
Section
16-6a-401
;
548
(c) the [street address of the nonprofit corporation's initial registered office] information
549
required by Subsection
16-16-203
(1);
550
[(d) the name and signature of its initial registered agent at the office listed in
551
Subsection (1)(c), which registered agent shall meet the requirements of Section
16-6a-501
;]
552
[(e)] (d) the name and address of each incorporator;
553
[(f)] (e) whether or not the nonprofit corporation will have voting members;
554
[(g)] (f) if the nonprofit corporation is to issue shares of stock evidencing membership
555
in the nonprofit corporation or interests in water or other property rights:
556
(i) the aggregate number of shares that the nonprofit corporation has authority to issue;
557
and
558
(ii) if the shares are to be divided into classes:
559
(A) the number of shares of each class;
560
(B) the designation of each class; and
561
(C) a statement of the preferences, limitations, and relative rights of the shares of each
562
class; and
563
[(h)] (g) provisions not inconsistent with law regarding the distribution of assets on
564
dissolution.
565
(2) The articles of incorporation may but need not set forth:
566
(a) the names and addresses of the individuals who are to serve as the initial directors;
567
(b) provisions not inconsistent with law regarding:
568
(i) managing the business and regulating the affairs of the nonprofit corporation;
569
(ii) defining, limiting, and regulating the powers of:
570
(A) the nonprofit corporation;
571
(B) the board of directors of the nonprofit corporation; and
572
(C) the members of the nonprofit corporation or any class of members;
573
(iii) whether cumulative voting will be permitted; and
574
(iv) the characteristics, qualifications, rights, limitations, and obligations attaching to
575
each or any class of members; and
576
(c) any provision that under this chapter is permitted to be in the articles of
577
incorporation or required or permitted to be set forth in the bylaws, including elective
578
provisions that in accordance with this chapter shall be included in the articles of incorporation
579
to be effective.
580
(3) (a) It is sufficient under Subsection (1)(a) to state, either alone or with other
581
purposes, that the purpose of the nonprofit corporation is to engage in any lawful act for which
582
a nonprofit corporation may be organized under this chapter.
583
(b) If the articles of incorporation include the statement described in Subsection (3)(a),
584
all lawful acts and activities shall be within the purposes of the nonprofit corporation, except for
585
express limitations, if any.
586
(4) The articles of incorporation need not set forth any corporate power enumerated in
587
this chapter.
588
(5) The articles of incorporation shall:
589
(a) be signed by each incorporator; and
590
(b) meet the filing requirements of Section
16-6a-105
.
591
(6) The appointment of the registered agent shall be signed by the registered agent on:
592
(a) the articles of incorporation; or
593
(b) an acknowledgment attached to the articles of incorporation.
594
(7) (a) If this chapter conditions any matter upon the presence of a provision in the
595
bylaws, the condition is satisfied if the provision is present either in:
596
(i) the articles of incorporation; or
597
(ii) the bylaws.
598
(b) If this chapter conditions any matter upon the absence of a provision in the bylaws,
599
the condition is satisfied only if the provision is absent from both:
600
(i) the articles of incorporation; and
601
(ii) the bylaws.
602
Section 6.
Section
16-6a-703
is amended to read:
603
16-6a-703. Court-ordered meeting.
604
(1) (a) Upon an application described in Subsection (1)(b) the holding of a meeting of
605
the members may be summarily ordered by:
606
(i) the district court of the county in this state where the nonprofit corporation's
607
principal office is located; or
608
(ii) if the nonprofit corporation has no principal office in this state[: (A) by the district
609
court of the county in which its registered office is located; or (B) if the nonprofit corporation
610
has no registered office, by], the district court in and for Salt Lake County.
611
(b) Subsection (1)(a) applies to an application by:
612
(i) any voting member entitled to participate in an annual meeting if an annual meeting
613
was required to be held and was not held within 15 months after:
614
(A) the corporation's last annual meeting; or
615
(B) if there has been no annual meeting, the date of incorporation; or
616
(ii) any person who participated in a call of or demand for a special meeting effective
617
under Subsection
16-6a-702
(1), if:
618
(A) notice of the special meeting was not given within 30 days after:
619
(I) the date of the call; or
620
(II) the date the last of the demands necessary to require the calling of the meeting was
621
received by the nonprofit corporation pursuant to Subsection
16-6a-702
(1)(b); or
622
(B) the special meeting was not held in accordance with the notice.
623
(2) A court that orders a meeting under Subsection (1) may:
624
(a) fix the time and place of the meeting;
625
(b) determine the members entitled to participate in the meeting;
626
(c) specify a record date for determining members entitled to notice of and to vote at
627
the meeting;
628
(d) prescribe the form and content of the notice of the meeting;
629
(e) (i) fix the quorum required for specific matters to be considered at the meeting; or
630
(ii) direct that the votes represented at the meeting constitute a quorum for action on
631
the specific matters to be considered at the meeting; and
632
(f) enter other orders necessary or appropriate to accomplish the holding of the
633
meeting.
634
Section 7.
Section
16-6a-710
is amended to read:
635
16-6a-710. Members' list for meeting and action by written ballot.
636
(1) (a) Unless otherwise provided by the bylaws, after fixing a record date for a notice
637
of a meeting or for determining the members entitled to take action by written ballot, a
638
nonprofit corporation shall prepare a list of the names of all its members who are:
639
(i) (A) entitled to notice of the meeting; and
640
(B) to vote at the meeting; or
641
(ii) to take the action by written ballot.
642
(b) The list required by Subsection (1) shall:
643
(i) be arranged by voting group;
644
(ii) be alphabetical within each voting group;
645
(iii) show the address of each member entitled to notice of, and to vote at, the meeting
646
or to take such action by written ballot; and
647
(iv) show the number of votes each member is entitled to vote at the meeting or by
648
written ballot.
649
(2) (a) If prepared in connection with a meeting of the members, the members' list
650
required by Subsection (1) shall be available for inspection by any member entitled to vote at the
651
meeting:
652
(i) (A) beginning the earlier of:
653
(I) ten days before the meeting for which the list was prepared; or
654
(II) two business days after notice of the meeting is given; and
655
(B) continuing through the meeting, and any adjournment of the meeting; and
656
(ii) (A) at the nonprofit corporation's principal office; or
657
(B) at a place identified in the notice of the meeting in the city where the meeting will
658
be held.
659
(b) (i) The nonprofit corporation shall make the members' list required by Subsection
660
(1) available at the meeting.
661
(ii) Any member entitled to vote at the meeting or an agent or attorney of a member
662
entitled to vote at the meeting is entitled to inspect the members' list at any time during the
663
meeting or any adjournment.
664
(c) A member entitled to vote at the meeting, or an agent or attorney of a member
665
entitled to vote at the meeting, is entitled on written demand to inspect and, subject to
666
Subsection
16-6a-1602
(3) and Subsections
16-6a-1603
(2) and (3), to copy a members' list
667
required by Subsection (1):
668
(i) during:
669
(A) regular business hours; and
670
(B) the period it is available for inspection; and
671
(ii) at the member's expense.
672
(3) (a) On application of a member of a nonprofit corporation, the applicable district
673
court may take an action described in Subsection (3)(b) if the nonprofit corporation refuses to
674
allow a member entitled to vote at the meeting or by the written ballot, or an agent or attorney
675
of a member entitled to vote at the meeting or by the written ballot, to inspect or copy the
676
members' list during the period it is required to be available for inspection under Subsection (2).
677
(b) Under Subsection (3)(a), the applicable court may:
678
(i) summarily order the inspection or copying of the members' list at the nonprofit
679
corporation's expense; and
680
(ii) until the inspection or copying is complete:
681
(A) postpone or adjourn the meeting for which the members' list was prepared; or
682
(B) postpone the time when the nonprofit corporation must receive written ballots in
683
connection with which the members' list was prepared.
684
(c) For purposes of this Subsection (3), the applicable court is:
685
(i) the district court of the county in this state where the nonprofit corporation's
686
principal office is located; or
687
(ii) if the nonprofit corporation has no principal office in this state[: (A) the district
688
court of the county where its registered office is located; or (B) if the nonprofit corporation has
689
no registered office in this state], the district court in and for Salt Lake County.
690
(4) If a court orders inspection or copying of a members' list pursuant to Subsection
691
(3), unless the nonprofit corporation proves that it refused inspection or copying of the list in
692
good faith because it had a reasonable basis for doubt about the right of the member or the
693
agent or attorney of the member to inspect or copy the members' list:
694
(a) the court shall order the nonprofit corporation to pay the member's costs, including
695
reasonable counsel fees, incurred in obtaining the order;
696
(b) the court may order the nonprofit corporation to pay the member for any damages
697
the member incurred; and
698
(c) the court may grant the member any other remedy afforded the member by law.
699
(5) If a court orders inspection or copying of a members' list pursuant to Subsection
700
(3), the court may impose reasonable restrictions on the use or distribution of the list by the
701
member.
702
(6) Failure to prepare or make available the members' list does not affect the validity of
703
action taken at the meeting or by means of the written ballot.
704
Section 8.
Section
16-6a-1002
is amended to read:
705
16-6a-1002. Amendment of articles of incorporation by board of directors or
706
incorporators.
707
(1) Unless otherwise provided in the articles of incorporation, the board of directors
708
may adopt, without member approval, one or more amendments to the articles of incorporation
709
to:
710
(a) delete the names and addresses of the initial directors;
711
(b) [delete the name and address of the initial registered agent or registered office, if a
712
statement of change is on file with the division] change the information required by Subsection
713
16-16-203
(1), but an amendment is not required to change the information;
714
(c) change the corporate name by:
715
(i) substituting the word "corporation," "incorporated," "company," "limited," or an
716
abbreviation of any such word for a similar word or abbreviation in the name; or
717
(ii) adding, deleting, or changing a geographical attribution; or
718
(d) make any other change expressly permitted by this chapter to be made without
719
member action.
720
(2) The board of directors may adopt, without member action, one or more
721
amendments to the articles of incorporation to change the corporate name, if necessary, in
722
connection with the reinstatement of a nonprofit corporation pursuant to Section
16-6a-1412
.
723
(3) (a) Subject to any approval required pursuant to Section
16-6a-1013
, if a nonprofit
724
corporation has no members, no members entitled to vote on amendments, or no members yet
725
admitted to membership, one or more amendments to the nonprofit corporation's articles of
726
incorporation may be adopted by:
727
(i) its incorporators until directors have been chosen; or
728
(ii) its directors after the directors have been chosen.
729
(b) A nonprofit corporation described in Subsection (3)(a) shall provide notice of any
730
meeting at which an amendment is to be voted upon.
731
(c) The notice required by Subsection (3)(b) shall:
732
(i) be in accordance with Section
16-6a-814
;
733
(ii) state that the purpose, or one of the purposes, of the meeting is to consider a
734
proposed amendment to the articles of incorporation; and
735
(iii) (A) contain or be accompanied by a copy or summary of the amendment; or
736
(B) state the general nature of the amendment.
737
(d) An amendment described in Subsection (3)(a) shall be approved:
738
(i) by a majority of the incorporators, until directors have been chosen; or
739
(ii) after directors are chosen by a majority of the directors in office at the time the
740
amendment is adopted.
741
Section 9.
Section
16-6a-1105
is amended to read:
742
16-6a-1105. Merger with foreign nonprofit corporation.
743
(1) One or more domestic nonprofit corporations may merge with one or more foreign
744
nonprofit corporations if:
745
(a) the merger is permitted by the law of the state or country under whose law each
746
foreign nonprofit corporation is incorporated;
747
(b) each foreign nonprofit corporation complies with the provisions of the law described
748
in Subsection (1)(a) in effecting the merger;
749
(c) if the foreign nonprofit corporation is the surviving nonprofit corporation of the
750
merger, the foreign nonprofit corporation:
751
(i) complies with Section
16-6a-1103
; and
752
(ii) in addition to the information required by Section
16-6a-1103
, provides the address
753
of its principal office; and
754
(d) each domestic nonprofit corporation complies with:
755
(i) the applicable provisions of Sections
16-6a-1101
and
16-6a-1102
; and
756
(ii) if it is the surviving nonprofit corporation of the merger, with Section
16-6a-1103
.
757
(2) Upon the merger taking effect, a surviving foreign nonprofit corporation of a
758
merger [shall:] may be served with process in any proceeding brought against it as provided in
759
Section
16-16-301
.
760
[(a) (i) maintain a registered agent to accept service in any proceeding based on a cause
761
of action arising with respect to any domestic nonprofit corporation that is merged into the
762
foreign nonprofit corporation; or]
763
[(ii) be considered to have authorized service of process on it in connection with any
764
proceeding described in Subsection (2)(a)(i) by registered or certified mail, return receipt
765
requested, to the address of its principal office as:]
766
[(A) set forth in the articles of merger; or]
767
[(B) as last changed in a notice delivered to the division; and]
768
[(b) shall comply with this chapter if it is to conduct affairs in this state.]
769
(3) Service effected pursuant to Subsection (2)[(a)(ii)] is perfected at the earliest of:
770
(a) the date the foreign nonprofit corporation receives the process, notice, or demand;
771
(b) the date shown on the return receipt, if signed on behalf of the foreign nonprofit
772
corporation; or
773
(c) five days after mailing.
774
(4) Subsection (2) does not prescribe the only means, or necessarily the required means,
775
of serving a surviving foreign nonprofit corporation of a merger.
776
Section 10.
Section
16-6a-1407
is amended to read:
777
16-6a-1407. Disposition of claims by publication.
778
(1) A dissolved nonprofit corporation may publish notice of its dissolution and request
779
that persons with claims against the nonprofit corporation present them in accordance with the
780
notice.
781
(2) The notice described in Subsection (1) shall:
782
(a) be published one time in a newspaper of general circulation in:
783
(i) the county where:
784
[(i)] (A) the dissolved nonprofit corporation's principal office is located; [or]
785
[(ii)] (B) if the dissolved nonprofit corporation has no principal office in this state, its
786
registered office is or was last located; or
787
(ii) if neither Subsection (2)(a)(i)(A) or (B) apply, Salt Lake County;
788
(b) describe the information that shall be included in a claim;
789
(c) provide an address at which any claim shall be given to the nonprofit corporation;
790
and
791
(d) state that unless sooner barred by any other statute limiting actions, a claim will be
792
barred if an action to enforce the claim is not commenced within three years after publication of
793
the notice.
794
(3) If the dissolved nonprofit corporation publishes a newspaper notice in accordance
795
with Subsection (2), then unless sooner barred under Section
16-6a-1406
or under any other
796
statute limiting actions, the claim of any claimant against the dissolved nonprofit corporation is
797
barred unless the claimant commences an action to enforce the claim against the dissolved
798
nonprofit corporation within three years after the publication date of the notice.
799
(4) For purposes of this section:
800
(a) "claim" means any claim, including claims of this state, whether:
801
(i) known;
802
(ii) due or to become due;
803
(iii) absolute or contingent;
804
(iv) liquidated or unliquidated;
805
(v) founded on contract, tort, or other legal basis; or
806
(vi) otherwise; and
807
(b) an action to enforce a claim includes:
808
(i) any civil action; and
809
(ii) any arbitration under any agreement for binding arbitration between the dissolved
810
nonprofit corporation and the claimant.
811
Section 11.
Section
16-6a-1410
is amended to read:
812
16-6a-1410. Grounds for administrative dissolution.
813
The division may commence a proceeding under Section
16-6a-1411
for administrative
814
dissolution of a nonprofit corporation if:
815
(1) the nonprofit corporation does not pay when they are due any taxes, fees, or
816
penalties imposed by this chapter or other applicable laws of this state;
817
(2) the nonprofit corporation does not deliver its annual report to the division when it is
818
due;
819
(3) the nonprofit corporation is without[: (a)] a registered agent[; or (b) a registered
820
office]; or
821
(4) the nonprofit corporation does not give notice to the division that:
822
(a) its registered agent [or registered office] has been changed;
823
(b) its registered agent has resigned; or
824
[(c) its registered office has been discontinued; or]
825
[(d)] (c) the nonprofit corporation's period of duration stated in its articles of
826
incorporation expires.
827
Section 12.
Section
16-6a-1415
is amended to read:
828
16-6a-1415. Procedure for judicial dissolution.
829
(1) (a) A proceeding by the attorney general or director of the division to dissolve a
830
nonprofit corporation shall be brought in:
831
(i) the district court of the county in this state where the nonprofit corporation's
832
principal office [or registered office] is located; or
833
(ii) if the nonprofit corporation has no principal [or registered] office in this state, in the
834
district court in and for Salt Lake County.
835
(b) A proceeding brought by a party that is not listed in Subsection (1)(a) but is named
836
in Section
16-6a-1414
shall be brought in:
837
(i) the district court of the county in this state where the nonprofit corporation's
838
principal office is located; or
839
(ii) if it has no principal office in this state, in the district court of [the county where its
840
registered office is or was last located] Salt Lake County.
841
(2) It is not necessary to make directors or members parties to a proceeding to dissolve
842
a nonprofit corporation unless relief is sought against the directors or members individually.
843
(3) A court in a proceeding brought to dissolve a nonprofit corporation may:
844
(a) issue injunctions;
845
(b) appoint a receiver or custodian pendente lite with all powers and duties the court
846
directs; or
847
(c) take other action required to preserve the corporate assets wherever located, and
848
carry on the activities of the nonprofit corporation until a full hearing can be held.
849
Section 13.
Section
16-6a-1503
is amended to read:
850
16-6a-1503. Application for authority to conduct affairs.
851
(1) A foreign nonprofit corporation may apply for authority to conduct affairs in this
852
state by delivering to the division for filing an application for authority to conduct affairs setting
853
forth:
854
(a) its corporate name and its assumed corporate name, if any;
855
(b) the name of the state or country under whose law it is incorporated;
856
(c) its date of incorporation;
857
(d) its period of duration;
858
(e) the street address of its principal office;
859
(f) the [address of its registered office] information required by Subsection
860
16-16-203
(1);
861
[(g) the name of its registered agent at the office listed in Subsection (1)(f);]
862
[(h)] (g) the names and usual business addresses of its current directors and officers;
863
[(i)] (h) the date it commenced or expects to commence conducting affairs in this state;
864
and
865
[(j)] (i) such additional information as the division determines is necessary or
866
appropriate to determine whether the application for authority to conduct affairs should be filed.
867
(2) With the completed application required by Subsection (1) the foreign nonprofit
868
corporation shall deliver to the division for a certificate of existence, or a document of similar
869
import that is:
870
(a) authenticated by the division or other official having custody of corporate records in
871
the state or country under whose law it is incorporated; and
872
(b) dated within 90 days before the filing of the application for authority to conduct
873
affairs.
874
(3) The foreign nonprofit corporation shall include in the application for authority to
875
conduct affairs, or in an accompanying document, written consent to appointment by its
876
designated registered agent.
877
Section 14.
Section
16-6a-1504
is amended to read:
878
16-6a-1504. Amended application for authority to conduct affairs.
879
(1) A foreign nonprofit corporation authorized to conduct affairs in this state shall
880
deliver an amended application for authority to conduct affairs to the division for filing if the
881
foreign nonprofit corporation changes:
882
(a) its corporate name;
883
(b) its assumed corporate name;
884
(c) the period of its duration; [or]
885
(d) the state or country of its incorporation[.]; or
886
(e) any of the information required by Subsection
16-16-203
(1).
887
(2) The requirements of Section
16-6a-1503
for filing an original application for
888
authority to conduct affairs apply to filing an amended application for authority to conduct
889
affairs under this section.
890
Section 15.
Section
16-6a-1514
is amended to read:
891
16-6a-1514. Service on withdrawn foreign nonprofit corporation.
892
(1) A foreign nonprofit corporation that has withdrawn from this state pursuant to
893
Section
16-6a-1513
shall:
894
(a) maintain a registered agent in this state to accept service on its behalf in any
895
proceeding based on a cause of action arising during the time it was authorized to conduct
896
affairs in this state, in which case[: (i)] the continued authority of the registered agent shall be
897
specified in the application for withdrawal; [and] or
898
[(ii) any change shall be governed by the procedure set forth in Section
16-6a-1509
899
which applies to foreign nonprofit corporations authorized to conduct affairs in this state; or]
900
(b) be considered to have authorized service of process on it in connection with any
901
cause of action by registered or certified mail, return receipt requested, to:
902
(i) the address of its principal office, if any:
903
(A) set forth in its application for withdrawal; or
904
(B) as last changed by notice delivered to the division for filing; or
905
(ii) the address for service of process:
906
(A) that is stated in its application for withdrawal; or
907
(B) as last changed by notice delivered to the division for filing.
908
(2) Service effected pursuant to Subsection (1)(b) is perfected at the earliest of:
909
(a) the date the withdrawn foreign nonprofit corporation receives the process, notice, or
910
demand;
911
(b) the date shown on the return receipt, if signed on behalf of the withdrawn foreign
912
nonprofit corporation; or
913
(c) five days after mailing.
914
(3) Subsection (1) does not prescribe the only means, or necessarily the required means,
915
of serving a withdrawn foreign nonprofit corporation.
916
Section 16.
Section
16-6a-1515
is amended to read:
917
16-6a-1515. Grounds for revocation.
918
The division may commence a proceeding under Section
16-6a-1516
to revoke the
919
authority of a foreign nonprofit corporation to conduct affairs in this state if:
920
(1) the foreign nonprofit corporation does not deliver its annual report to the division
921
when it is due;
922
(2) the foreign nonprofit corporation does not pay when they are due any taxes, fees, or
923
penalties imposed by this chapter or other applicable laws of this state;
924
(3) the foreign nonprofit corporation is without a registered agent [or registered office]
925
in this state;
926
(4) the foreign nonprofit corporation does not inform the division [under Section
927
16-6a-1509
or
16-6a-1510
] by an appropriate filing, within 30 days of the change or
928
resignation, that:
929
(a) its registered agent [or registered office] has changed; or
930
(b) its registered agent has resigned; [or]
931
[(c) its registered office has been discontinued;]
932
(5) an incorporator, director, officer, or agent of the foreign nonprofit corporation signs
933
a document knowing it is false in any material respect with intent that the document be delivered
934
to the division for filing; or
935
(6) the division receives a duly authenticated certificate from the division or other
936
official having custody of corporate records in the state or country under whose law the foreign
937
nonprofit corporation is incorporated stating that the foreign nonprofit corporation has
938
dissolved or disappeared as the result of a merger.
939
Section 17.
Section
16-6a-1604
is amended to read:
940
16-6a-1604. Court-ordered inspection of corporate records.
941
(1) (a) A director or member may petition the applicable court if:
942
(i) a nonprofit corporation refuses to allow a director or member, or the director's or
943
member's agent or attorney, to inspect or copy any records that the director or member is
944
entitled to inspect or copy under Subsection
16-6a-1602
(1); and
945
(ii) the director or member complies with Subsection
16-6a-1602
(1).
946
(b) If petitioned under Subsection (1)(a), the court may summarily order the inspection
947
or copying of the records demanded at the nonprofit corporation's expense on an expedited
948
basis.
949
(2) (a) A director or member may petition the applicable court if:
950
(i) a nonprofit corporation refuses to allow a director or member, or the director's or
951
member's agent or attorney, to inspect or copy any records that the director or member is
952
entitled to inspect or copy pursuant to Subsections
16-6a-1602
(2) and (3) within a reasonable
953
time following the director's or member's demand; and
954
(ii) the director or member complies with Subsections
16-6a-1602
(2) and (3).
955
(b) If the court is petitioned under Subsection (2)(a), the court may summarily order the
956
inspection or copying of the records demanded.
957
(3) If a court orders inspection or copying of the records demanded under Subsection
958
(1) or (2), unless the nonprofit corporation proves that it refused inspection or copying in good
959
faith because it had a reasonable basis for doubt about the right of the director or member, or
960
the director's or member's agent or attorney, to inspect or copy the records demanded:
961
(a) the court shall also order the nonprofit corporation to pay the director's or member's
962
costs, including reasonable counsel fees, incurred to obtain the order;
963
(b) the court may order the nonprofit corporation to pay the director or member for any
964
damages the member incurred;
965
(c) if inspection or copying is ordered pursuant to Subsection (2), the court may order
966
the nonprofit corporation to pay the director's or member's inspection and copying expenses;
967
and
968
(d) the court may grant the director or member any other remedy provided by law.
969
(4) If a court orders inspection or copying of records demanded, it may impose
970
reasonable restrictions on the use or distribution of the records by the demanding director or
971
member.
972
(5) For purposes of this section, the applicable court is:
973
(a) the district court of the county in this state where the nonprofit corporation's
974
principal office is located; or
975
(b) if the nonprofit corporation has no principal office in this state[: (i) the district court
976
of the county in which its registered office is located; or (ii) if the nonprofit corporation has no
977
registered office], the district court in and for Salt Lake County.
978
Section 18.
Section
16-6a-1607
is amended to read:
979
16-6a-1607. Annual report for division.
980
(1) Each domestic nonprofit corporation, and each foreign nonprofit corporation
981
authorized to conduct affairs in this state, shall deliver to the division for filing an annual report
982
on a form provided by the division that sets forth:
983
(a) (i) the corporate name of the domestic or foreign nonprofit corporation; and
984
(ii) any assumed corporate name of the foreign nonprofit corporation;
985
(b) the [state or country] jurisdiction under whose law it is incorporated;
986
(c) the [street address of its registered office in this state] information required by
987
Subsection
16-16-203
(1);
988
[(d) the name of its registered agent at the office listed in Subsection (1)(c);]
989
[(e)] (d) the street address of its principal office, wherever located; and
990
[(f)] (e) the names and addresses of its directors and principal officers.
991
(2) The division shall deliver a copy of the prescribed form of annual report to each
992
domestic nonprofit corporation and each foreign nonprofit corporation authorized to conduct
993
affairs in this state.
994
(3) Information in the annual report shall be current as of the date the annual report is
995
executed on behalf of the nonprofit corporation.
996
(4) (a) The annual report of a domestic or foreign nonprofit corporation shall be
997
delivered annually to the division no later than 60 days past the date the report was mailed by
998
the division.
999
(b) Proof to the satisfaction of the division that the nonprofit corporation has mailed an
1000
annual report form is considered in compliance with this Subsection (4).
1001
(5) (a) If an annual report contains the information required by this section, the division
1002
shall file it.
1003
(b) If an annual report does not contain the information required by this section, the
1004
division shall promptly notify the reporting domestic or foreign nonprofit corporation in writing
1005
and return the annual report to it for correction.
1006
(c) If an annual report that is rejected under Subsection (5)(b) was otherwise timely
1007
filed and is corrected to contain the information required by this section and delivered to the
1008
division within 30 days after the effective date of the notice of rejection, the annual report is
1009
considered to be timely filed.
1010
(6) The fact that an individual's name is signed on an annual report form is prima facie
1011
evidence for division purposes that the individual is authorized to certify the report on behalf of
1012
the nonprofit corporation.
1013
(7) The annual report form provided by the division may be designed to provide a
1014
simplified certification by the nonprofit corporation if no changes have been made in the
1015
required information from the last preceding report filed.
1016
(8) A domestic or foreign nonprofit corporation may, but may not be required to,
1017
deliver to the division for filing an amendment to its annual report reflecting any change in the
1018
information contained in its annual report as last amended.
1019
Section 19.
Section
16-7-15
is amended to read:
1020
16-7-15. Official representative -- Registered office -- Registered agent.
1021
(1) (a) A corporation sole altering, amending, or restating its articles of incorporation
1022
on or after May 3, 2004 shall continuously maintain with the Division of Corporations and
1023
Commercial Code the name, title, and Utah street address of an official representative for the
1024
corporation sole.
1025
(b) The official representative described in Subsection (1)(a) shall, on behalf of the
1026
corporation sole, receive communication, notices, or demands from:
1027
(i) the Division of Corporations and Commercial Code; or
1028
(ii) any other state or federal authority, agency, or official.
1029
(c) If a corporation sole appoints a registered agent pursuant to Subsection (2), that
1030
registered agent is the official representative of the corporation sole for purposes of this
1031
Subsection (1).
1032
(2) (a) A corporation sole formed under this chapter may maintain a registered office
1033
and registered agent in Utah by[:] complying with Title 16, Chapter 16, Model Registered
1034
Agents Act.
1035
[(i) filing a statement with the Division of Corporations and Commercial Code; and]
1036
[(ii) meeting the requirements imposed on a nonprofit corporation under Subsection
1037
16-6a-501
(2).]
1038
(b) A corporation sole maintaining [a registered office or] registered agent may change
1039
the [registered office or] registered agent by complying with the requirements [imposed on a
1040
nonprofit corporation under Section
16-6a-502
] of Title 16, Chapter 16, Model Registered
1041
Agents Act.
1042
(c) A registered agent of a corporation sole may resign by complying with the
1043
requirements imposed on a registered agent [of a nonprofit corporation] under [Section
1044
16-6a-503
] Title 16, Chapter 16, Model Registered Agents Act.
1045
(d) A registered agent described in this Subsection (2) is the agent of the corporation
1046
sole for service of:
1047
(i) process;
1048
(ii) notice;
1049
(iii) demand; or
1050
(iv) any type required or permitted by law to be served on the corporation sole.
1051
Section 20.
Section
16-10a-103
is amended to read:
1052
16-10a-103. Notice.
1053
(1) (a) Notice given under this chapter must be in writing unless oral notice is
1054
reasonable under the circumstances.
1055
(b) Notice by electronic transmission is written notice.
1056
(2) (a) Subject to compliance with any requirement that notice be in writing, notice may
1057
be communicated in person, by telephone, by any form of electronic transmission, or by mail or
1058
private carrier.
1059
(b) If the forms of personal notice listed in Subsection (2)(a) are impracticable, notice
1060
may be communicated [by]:
1061
(i) by a newspaper of general circulation in the county, or similar subdivision, in which
1062
the corporation's principal [or registered] office is located; [or]
1063
(ii) by radio, television, or other form of public broadcast communication in the county
1064
or subdivision[.]; or
1065
(iii) if the corporation has no office in this state, in the manner allowed by Subsection
1066
(2)(b)(i) or (ii) but in Salt Lake County.
1067
(3) (a) Written notice by a domestic or foreign corporation to its shareholders or
1068
directors, if in a comprehensible form, is effective as to each shareholder or director:
1069
(i) when mailed, if addressed to the shareholder's or director's address shown in the
1070
corporation's current record of the shareholder or director; or
1071
(ii) when electronically transmitted to the shareholder or director, in a manner and to an
1072
address provided by the shareholder or director in an unrevoked consent.
1073
(b) Consent under Subsection (3)(a)(ii) is considered revoked if:
1074
(i) the corporation is unable to deliver by electronic transmission two consecutive
1075
notices transmitted by the corporation based on that consent; and
1076
(ii) the corporation's inability to deliver notice by electronic transmission under
1077
Subsection (3)(b)(i) is known by the:
1078
(A) corporation's secretary;
1079
(B) an assistant secretary or transfer agent of the corporation; or
1080
(C) any other person responsible for providing notice.
1081
(c) Notwithstanding Subsection (3)(b), a corporation's failure to treat consent under
1082
Subsection (3)(a) as revoked does not invalidate any meeting or other act.
1083
(d) Delivery of a notice to shareholders may be excused in accordance with Subsection
1084
16-10a-705
(5).
1085
(4) Written notice to a domestic or foreign corporation authorized to transact business
1086
in this state may be addressed to the corporation's:
1087
(a) registered agent [at its registered office]; or
1088
(b) secretary at its principal office.
1089
(5) Except as provided in Subsection (3), written notice, if in a comprehensible form, is
1090
effective at the earliest of the following:
1091
(a) when received;
1092
(b) five days after it is mailed; or
1093
(c) on the date shown on the return receipt if sent by registered or certified mail, return
1094
receipt requested, and the receipt is signed by or on behalf of the addressee.
1095
(6) Oral notice is effective when communicated if communicated in a comprehensible
1096
manner.
1097
(7) Notice by publication is effective on the date of first publication.
1098
(8) (a) If this chapter prescribes notice requirements for particular circumstances, those
1099
requirements govern.
1100
(b) If articles of incorporation or bylaws prescribe notice requirements, not inconsistent
1101
with this section or other provisions of this chapter, those requirements govern.
1102
Section 21.
Section
16-10a-120
is amended to read:
1103
16-10a-120. Filing requirements.
1104
(1) A document must satisfy the requirements of this section, and of any other section
1105
of this chapter that adds to or varies these requirements, to be entitled to filing by the division.
1106
(2) This chapter must require or permit filing the document with the division.
1107
(3) (a) The document must contain the information required by this chapter.
1108
(b) A document may contain information in addition to that required in Subsection
1109
(3)(a).
1110
(4) The document must be typewritten or machine printed.
1111
(5) (a) The document must be in the English language.
1112
(b) A corporate name need not be in English if written in English letters, Arabic or
1113
Roman numerals.
1114
(c) The certificate of existence required of foreign corporations need not be in English if
1115
accompanied by a reasonably authenticated English translation.
1116
(6) The document must be executed, or must be a true copy made by photographic,
1117
xerographic, electronic, or other process that provides similar copy accuracy of a document that
1118
has been executed:
1119
(a) by the chairman of the board of directors of a domestic or foreign corporation, by all
1120
of its directors, or by one of its officers;
1121
(b) if directors have not been selected or the corporation has not been formed, by an
1122
incorporator;
1123
(c) if the corporation is in the hands of a receiver, trustee, or other court-appointed
1124
fiduciary, by that fiduciary;
1125
(d) if the document is that of a registered agent, by the registered agent, if the person is
1126
an individual, or by a person authorized by the registered agent to execute the document, if the
1127
registered agent is an entity; or
1128
(e) by an attorney in fact if the corporation retains the power of attorney with the
1129
corporation's records.
1130
(7) The document shall state beneath or opposite the signature of the person executing
1131
the document the signer's name and the capacity in which the document is signed.
1132
(8) The document may, but need not, contain:
1133
(a) the corporate seal;
1134
(b) an attestation by the secretary or an assistant secretary; or
1135
(c) an acknowledgment, verification, or proof.
1136
(9) The signature of each person signing the document, whether or not the document
1137
contains an acknowledgment, verification, or proof permitted by Subsection (8), constitutes the
1138
affirmation or acknowledgment of the person, under penalties of perjury, that the document is
1139
the person's act and deed or the act and deed of the entity on behalf of which the document is
1140
executed, and that the facts stated in the document are true.
1141
(10) If the division has prescribed a mandatory form or cover sheet for the document
1142
under Section
16-10a-121
, the document must be in or on the prescribed form or must have the
1143
required cover sheet.
1144
(11) The document must be delivered to the division for filing and must be accompanied
1145
by one exact or conformed copy, except as provided in [Sections
16-10a-503
and] Section
1146
16-10a-1510
, the correct filing fee, and any franchise tax, license fee, or penalty required by this
1147
chapter or other law.
1148
(12) Except with respect to [filings] a filing pursuant to Section [
16-10a-503
or]
1149
16-10a-1510
, the document must state, or be accompanied by a writing stating, the address to
1150
which the division may send a copy upon completion of the filing.
1151
Section 22.
Section
16-10a-125
is amended to read:
1152
16-10a-125. Filing duty of division.
1153
(1) If a document delivered to the division for filing satisfies the requirements of
1154
Section
16-10a-120
, the division shall file it.
1155
(2) The division files a document by stamping or otherwise endorsing "Filed" together
1156
with the name of the division and the date and time of acceptance for filing on both the
1157
document and the accompanying copy. After filing a document, except as provided in Sections
1158
[
16-10a-503
,]
16-10a-1510
[,] and
16-10a-1608
, the division shall deliver the accompanying
1159
copy, with the receipt for any filing fees, to the domestic or foreign corporation for which the
1160
filing is made, or its representative, at the address indicated on the filing, or at the address the
1161
division determines to be appropriate.
1162
(3) If the division refuses to file a document, it shall return the document to the person
1163
requesting the filing within ten days after the document was delivered to the division, together
1164
with a written notice providing a brief explanation of the reason for the refusal.
1165
(4) The division's duty to file documents under this section is ministerial. Except as
1166
otherwise specifically provided in this chapter, the division's filing or refusal to file a document
1167
does not:
1168
(a) affect the validity or invalidity of the document in whole or part;
1169
(b) relate to the correctness or incorrectness of information contained in the document;
1170
or
1171
(c) create a presumption that the document is valid or invalid or that information
1172
contained in the document is correct or incorrect.
1173
Section 23.
Section
16-10a-202
is amended to read:
1174
16-10a-202. Articles of incorporation.
1175
(1) The articles of incorporation shall set forth:
1176
(a) the purpose or purposes for which the corporation is organized;
1177
(b) a corporate name for the corporation that satisfies the requirements of Section
1178
16-10a-401
;
1179
(c) the number of shares the corporation is authorized to issue;
1180
(d) the information required by Section
16-10a-601
with respect to each class of shares
1181
the corporation is authorized to issue;
1182
(e) the [street address of the corporation's initial registered office and the name and
1183
signature of its initial registered agent at that office, which registered agent shall meet the
1184
requirements of Section
16-10a-501
] information required by Subsection
16-16-203
(1); and
1185
(f) the name and address of each incorporator.
1186
(2) The articles of incorporation may set forth:
1187
(a) the names and addresses of the individuals who are to serve as the initial directors;
1188
(b) provisions not inconsistent with law regarding:
1189
(i) managing the business and regulating the affairs of the corporation;
1190
(ii) defining, limiting, and regulating the powers of the corporation, its board of
1191
directors, and its shareholders;
1192
(iii) a par value for authorized shares or classes of shares; and
1193
(iv) the imposition of personal liability on shareholders for the debts of the corporation
1194
to a specified extent and upon specified conditions; and
1195
(c) any provision that under this chapter is permitted to be in the articles of
1196
incorporation or required or permitted to be set forth in the bylaws including elective provisions
1197
which, to be effective, must be included in the articles of incorporation, as provided in this
1198
chapter.
1199
(3) It shall be sufficient under Subsection (1)(a) to state, either alone or with other
1200
purposes, that the purpose of the corporation is to engage in any lawful act or activity for which
1201
corporations may be organized under the Utah Revised Business Corporation Act, and by such
1202
statement all lawful acts and activities shall be within the purposes of the corporation, except for
1203
express limitations, if any.
1204
(4) The articles of incorporation need not set forth any of the corporate powers
1205
enumerated in this chapter.
1206
(5) The articles of incorporation shall be signed by each incorporator and meet the filing
1207
requirements of Section
16-10a-120
.
1208
(6) The appointment of the registered agent shall be signed by the registered agent on
1209
the articles of incorporation or on an attached acknowledgement.
1210
(7) If this chapter conditions any matter upon the presence of a provision in the bylaws,
1211
the condition is satisfied if the provision is present either in the articles of incorporation or the
1212
bylaws. If this chapter conditions any matter upon the absence of a provision in the bylaws, the
1213
condition is satisfied only if the provision is absent from both the articles of incorporation and
1214
the bylaws.
1215
Section 24.
Section
16-10a-703
is amended to read:
1216
16-10a-703. Court-ordered meeting.
1217
(1) The district court of the county in this state where a corporation's principal office is
1218
located or, if it has no principal office in this state, [its registered office is located] the district
1219
court for Salt Lake County may summarily order a meeting of shareholders to be held:
1220
(a) on application of any shareholder of the corporation entitled to participate in an
1221
annual meeting or any director of the corporation if an annual meeting was not held within 15
1222
months after its last annual meeting, or if there has been no annual meeting, the date of
1223
incorporation; or
1224
(b) on application of any person who participated in a call of or demand for a special
1225
meeting effective under Subsection
16-10a-702
(1) if:
1226
(i) notice of the special meeting was not given within 60 days after the date of the call
1227
or the date the last of the demands necessary to require the calling of the meeting was delivered
1228
to the corporation pursuant to Subsection
16-10a-702
(1)(b), as the case may be; or
1229
(ii) the special meeting was not held in accordance with the notice.
1230
(2) The court may fix the time and place of the meeting, state whether or not it is an
1231
annual or special meeting, determine the shares entitled to participate in the meeting, specify a
1232
record date for determining shareholders entitled to notice of and to vote at the meeting,
1233
prescribe the form and content of the meeting notice, fix the quorum required for specific
1234
matters to be considered at the meeting, or direct that the votes represented at the meeting
1235
constitute a quorum for action on those matters, and enter other orders necessary or appropriate
1236
to accomplish the purpose or purposes of holding the meeting.
1237
Section 25.
Section
16-10a-720
is amended to read:
1238
16-10a-720. Shareholders' list for meeting.
1239
(1) After fixing a record date for a shareholders' meeting, a corporation shall prepare a
1240
list of the names of all its shareholders who are entitled to be given notice of the meeting. The
1241
list must be arranged by voting group, and within each voting group by class or series of shares.
1242
The list must be alphabetical within each class or series and must show the address of, and the
1243
number of shares held by, each shareholder.
1244
(2) The shareholders' list must be available for inspection by any shareholder, beginning
1245
on the earlier of ten days before the meeting for which the list was prepared or two business
1246
days after notice of the meeting is given and continuing through the meeting and any meeting
1247
adjournments, at the corporation's principal office or at a place identified in the meeting notice
1248
in the city where the meeting will be held. A shareholder or a shareholder's agent or attorney is
1249
entitled on written demand to the corporation and, subject to the requirements of Subsections
1250
16-10a-1602
(3) and (7), and the provisions of Subsections
16-10a-1603
(2) and (3), to inspect
1251
and copy the list, during regular business hours and during the period it is available for
1252
inspection.
1253
(3) The corporation shall make the shareholders' list available at the meeting, and any
1254
shareholder, or any shareholder's agent or attorney is entitled to inspect the list at any time
1255
during the meeting or any adjournment, for any purposes germane to the meeting.
1256
(4) If the corporation refuses to allow a shareholder, or the shareholder's agent or
1257
attorney, to inspect the shareholders' list before or at the meeting, or to copy the list as
1258
permitted by Subsection (2), the district court of the county where a corporation's principal
1259
office is located, or, if it has none in this state, the district court for [the county where its
1260
registered office is located] Salt Lake County, on application of the shareholder, may summarily
1261
order the inspection or copying at the corporation's expense and may postpone the meeting for
1262
which the list was prepared until the inspection or copying is complete.
1263
(5) If a court orders inspection or copying of the shareholders' list pursuant to
1264
Subsection (4), unless the corporation proves that it refused inspection or copying of the list in
1265
good faith because it had a reasonable basis for doubt about the right of the shareholder or the
1266
shareholder's agent or attorney to inspect or copy the shareholders' list:
1267
(a) the court shall also order the corporation to pay the shareholder's costs, including
1268
reasonable counsel fees, incurred to obtain the order;
1269
(b) the court may order the corporation to pay the shareholder for any damages
1270
incurred; and
1271
(c) the court may grant the shareholder any other remedy afforded by law.
1272
(6) If a court orders inspection or copying of the shareholders' list pursuant to
1273
Subsection (4), the court may impose reasonable restrictions on the use or distribution of the list
1274
by the shareholder.
1275
(7) Refusal or failure to prepare or make available the shareholders' list does not affect
1276
the validity of action taken at the meeting.
1277
Section 26.
Section
16-10a-809
is amended to read:
1278
16-10a-809. Removal of directors by judicial proceeding.
1279
(1) The district court of the county in this state where a corporation's principal office is
1280
located or, if it has no principal office in this state, [its registered office is located] the district
1281
court for Salt Lake County may remove a director in a proceeding commenced either by the
1282
corporation or by its shareholders holding at least 10% of the outstanding shares of any class if
1283
the court finds that:
1284
(a) the director engaged in fraudulent or dishonest conduct or gross abuse of authority
1285
or discretion with respect to the corporation; and
1286
(b) removal is in the best interest of the corporation.
1287
(2) The court that removes a director may bar the director from reelection for a period
1288
prescribed by the court.
1289
(3) If shareholders commence a proceeding under Subsection (1), they shall make the
1290
corporation a party defendant.
1291
(4) A director who is removed pursuant to this section may deliver to the division for
1292
filing a statement to that effect pursuant to Section
16-10a-1608
.
1293
Section 27.
Section
16-10a-1002
is amended to read:
1294
16-10a-1002. Amendment by board of directors.
1295
(1) Unless otherwise provided in the articles of incorporation, a corporation's board of
1296
directors may adopt, without shareholder action, one or more amendments to the corporation's
1297
articles of incorporation to:
1298
(a) delete the names and addresses of incorporators or initial directors or both from the
1299
articles of incorporation;
1300
(b) [delete the name and address of the initial registered agent or registered office]
1301
change the information required by Subsection
16-16-203
(1), but an amendment is not required
1302
to change the information;
1303
(c) change each issued and unissued authorized share of a class into a greater number of
1304
whole shares if the corporation has only shares of that class outstanding;
1305
(d) change the corporate name by adding the word "corporation," "incorporated," or
1306
"company," or an abbreviation of these words, or by substituting any such word or abbreviation
1307
for a similar word or abbreviation in the name; or
1308
(e) make any other change expressly permitted by this chapter to be made without
1309
shareholder action.
1310
(2) The board of directors may adopt, without shareholder action, one or more
1311
amendments to the articles of incorporation to change the corporate name, if necessary, in
1312
connection with the reinstatement of a corporation pursuant to Section
16-10a-1422
.
1313
Section 28.
Section
16-10a-1107
is amended to read:
1314
16-10a-1107. Merger or share exchange with foreign corporations.
1315
(1) One or more domestic corporations may merge or enter into a share exchange with
1316
one or more foreign corporations if:
1317
(a) in a merger, the merger is permitted by the law of the state or country under whose
1318
law each foreign corporation is incorporated and each foreign corporation complies with that
1319
law in effecting the merger;
1320
(b) in a share exchange, the corporation whose shares will be acquired is a domestic
1321
corporation, whether or not a share exchange is permitted by the law of the state or country
1322
under whose law the acquiring corporation is incorporated;
1323
(c) the foreign corporation complies with Section
16-10a-1105
if it is the surviving
1324
corporation of the merger or the acquiring corporation of the share exchange, and provides, in
1325
addition to the information required by Section
16-10a-1105
, the address of its principal office;
1326
and
1327
(d) each domestic corporation complies with the applicable provisions of Sections
1328
16-10a-1101
through
16-10a-1104
and, if it is the surviving corporation of the merger with
1329
Section
16-10a-1105
.
1330
(2) Upon the merger or share exchange taking effect, the surviving foreign corporation
1331
of a merger and the acquiring foreign corporation of a share exchange shall either:
1332
[(a) (i) maintain a registered agent in this state to accept service in any proceeding to
1333
enforce any obligation or rights of dissenting shareholders of each domestic corporation party to
1334
the merger or share exchange, or in any proceeding based on a cause of action arising with
1335
respect to any domestic corporation that is merged into the foreign corporation; or]
1336
[(ii) be considered to have authorized service of process on it, in connection with any
1337
such proceeding, by registered or certified mail return receipt requested, to the address of its
1338
principal office as set forth in the articles of merger or share exchange or as last changed by
1339
notice delivered to the division for filing;]
1340
(a) agree that service of process in a proceeding to enforce the rights of shareholders of
1341
each domestic corporation that is a party to the merger who exercise appraisal rights may be
1342
made in the manner provided in Section
16-16-301
;
1343
(b) promptly pay to the dissenting shareholders of each domestic corporation party to
1344
the merger or share exchange the amount, if any, to which they are entitled under Part 13,
1345
Dissenters' Rights; and
1346
(c) comply with Part 15, Authority of Foreign Corporation to Transact Business, if it is
1347
to transact business in this state.
1348
(3) Service effected pursuant to Subsection (2)[(a)(ii)] is perfected at the earliest of:
1349
(a) the date the foreign corporation receives the process, notice, or demand;
1350
(b) the date shown on the return receipt, if signed on behalf of the foreign corporation;
1351
or
1352
(c) five days after mailing.
1353
(4) Subsection (2) does not prescribe the only means, or necessarily the required means,
1354
of serving a surviving foreign corporation of a merger or an acquiring foreign corporation in a
1355
share exchange.
1356
(5) This section does not limit the power of a foreign corporation to acquire all or part
1357
of the shares of one or more classes or series of a domestic corporation through a voluntary
1358
exchange of shares or otherwise.
1359
Section 29.
Section
16-10a-1330
is amended to read:
1360
16-10a-1330. Judicial appraisal of shares -- Court action.
1361
(1) If a demand for payment under Section
16-10a-1328
remains unresolved, the
1362
corporation shall commence a proceeding within 60 days after receiving the payment demand
1363
contemplated by Section
16-10a-1328
, and petition the court to determine the fair value of the
1364
shares and the amount of interest. If the corporation does not commence the proceeding within
1365
the 60-day period, it shall pay each dissenter whose demand remains unresolved the amount
1366
demanded.
1367
(2) The corporation shall commence the proceeding described in Subsection (1) in the
1368
district court of the county in this state where the corporation's principal office, or if it has no
1369
principal office in this state, [the county where its registered office is located] Salt Lake County.
1370
If the corporation is a foreign corporation [without a registered office in this state], it shall
1371
commence the proceeding in the county in this state where the [registered office] principal
1372
office of the domestic corporation merged with, or whose shares were acquired by, the foreign
1373
corporation was located, or, if the domestic corporation did not have its principal office in this
1374
state at the time of the transaction, in Salt Lake County.
1375
(3) The corporation shall make all dissenters who have satisfied the requirements of
1376
Sections
16-10a-1321
,
16-10a-1323
, and
16-10a-1328
, whether or not they are residents of this
1377
state whose demands remain unresolved, parties to the proceeding commenced under
1378
Subsection (2) as an action against their shares. All such dissenters who are named as parties
1379
must be served with a copy of the petition. Service on each dissenter may be by registered or
1380
certified mail to the address stated in his payment demand made pursuant to Section
1381
16-10a-1328
. If no address is stated in the payment demand, service may be made at the
1382
address stated in the payment demand given pursuant to Section
16-10a-1323
. If no address is
1383
stated in the payment demand, service may be made at the address shown on the corporation's
1384
current record of shareholders for the record shareholder holding the dissenter's shares. Service
1385
may also be made otherwise as provided by law.
1386
(4) The jurisdiction of the court in which the proceeding is commenced under
1387
Subsection (2) is plenary and exclusive. The court may appoint one or more persons as
1388
appraisers to receive evidence and recommend decision on the question of fair value. The
1389
appraisers have the powers described in the order appointing them, or in any amendment to it.
1390
The dissenters are entitled to the same discovery rights as parties in other civil proceedings.
1391
(5) Each dissenter made a party to the proceeding commenced under Subsection (2) is
1392
entitled to judgment:
1393
(a) for the amount, if any, by which the court finds that the fair value of his shares, plus
1394
interest, exceeds the amount paid by the corporation pursuant to Section
16-10a-1325
; or
1395
(b) for the fair value, plus interest, of the dissenter's after-acquired shares for which the
1396
corporation elected to withhold payment under Section
16-10a-1327
.
1397
Section 30.
Section
16-10a-1407
is amended to read:
1398
16-10a-1407. Disposition of claims by publication -- Disposition in absence of
1399
publication.
1400
(1) A dissolved corporation may publish notice of its dissolution and request that
1401
persons with claims against the corporation present them in accordance with the notice.
1402
(2) The notice contemplated in Subsection (1) must:
1403
(a) be published one time in a newspaper of general circulation in the county where the
1404
dissolved corporation's principal office is or was located or, if it has no principal office in this
1405
state, [its registered office is or was last located] in Salt Lake County;
1406
(b) describe the information that must be included in a claim and provide an address at
1407
which any claim must be given to the corporation; and
1408
(c) state that unless sooner barred by any other statute limiting actions, the claim will be
1409
barred if an action to enforce the claim is not commenced within five years after the publication
1410
of the notice.
1411
(3) If the dissolved corporation publishes a newspaper notice in accordance with
1412
Subsection (2), then unless sooner barred under Section
16-10a-1406
or under any other statute
1413
limiting actions, the claim of any claimant against the dissolved corporation is barred unless the
1414
claimant commences an action to enforce the claim against the dissolved corporation within five
1415
years after the publication date of the notice.
1416
(4) (a) For purposes of this section, "claim" means any claim, including claims of this
1417
state, whether known, due or to become due, absolute or contingent, liquidated or unliquidated,
1418
founded on contract, tort, or other legal basis, or otherwise.
1419
(b) For purposes of this section, an action to enforce a claim includes any civil action,
1420
and any arbitration under any agreement for binding arbitration between the dissolved
1421
corporation and the claimant.
1422
(5) If a dissolved corporation does not publish a newspaper notice in accordance with
1423
Subsection (2), then unless sooner barred under Section
16-10a-1406
or under any other statute
1424
limiting actions, the claim of any claimant against the dissolved corporation is barred unless the
1425
claimant commences an action to enforce the claim against the dissolved corporation within
1426
seven years after the date the corporation was dissolved.
1427
Section 31.
Section
16-10a-1420
is amended to read:
1428
16-10a-1420. Grounds for administrative dissolution.
1429
The division may commence a proceeding under Section
16-10a-1421
for administrative
1430
dissolution of a corporation if:
1431
(1) the corporation does not pay when they are due any taxes, fees, or penalties
1432
imposed by this chapter or other applicable laws of this state;
1433
(2) the corporation does not deliver a corporate or annual report to the division when it
1434
is due;
1435
(3) the corporation is without a registered agent [or registered office] in this state for
1436
30 days or more;
1437
(4) the corporation does not give notice to the division within 30 days that its registered
1438
agent [or registered office] has been changed[,] or that its registered agent has resigned[, or that
1439
its registered office has been discontinued]; or
1440
(5) the corporation's period of duration stated in its articles of incorporation expires.
1441
Section 32.
Section
16-10a-1431
is amended to read:
1442
16-10a-1431. Procedure for judicial dissolution.
1443
(1) A proceeding by the attorney general or director of the division to dissolve a
1444
corporation shall be brought in either the district court of the county in this state in which the
1445
principal office [or registered office] of the corporation is situated or the district court of Salt
1446
Lake County. A proceeding brought by any other party named in Section
16-10a-1430
shall be
1447
brought in the district court of the county in this state where the corporation's principal office is
1448
located or, if it has no principal office in this state, [its registered office is or was last located] in
1449
the district court of Salt Lake County.
1450
(2) It is not necessary to make shareholders parties to a proceeding to dissolve a
1451
corporation unless relief is sought against them individually.
1452
(3) A court in a proceeding brought to dissolve a corporation may issue injunctions,
1453
appoint a receiver or custodian pendente lite with all powers and duties the court directs, take
1454
other action required to preserve the corporate assets wherever located, and carry on the
1455
business of the corporation until a full hearing can be held.
1456
Section 33.
Section
16-10a-1503
is amended to read:
1457
16-10a-1503. Application for authority to transact business.
1458
(1) A foreign corporation may apply for authority to transact business in this state by
1459
delivering to the division for filing an application for authority to transact business setting forth:
1460
(a) its corporate name and its assumed name, if any;
1461
(b) the name of the state or country under whose law it is incorporated;
1462
(c) its date of incorporation and period of its corporate duration;
1463
(d) the street address of its principal office;
1464
(e) the [address of its registered office in this state and the name of its registered agent
1465
at that office] information required by Subsection
16-16-203
(1);
1466
(f) the names and usual business addresses of its current directors and officers;
1467
(g) the date it commenced or expects to commence transacting business in this state;
1468
and
1469
(h) any additional information the division may determine is necessary or appropriate to
1470
determine whether the application for authority to transact business should be filed.
1471
(2) The foreign corporation shall deliver with the completed application for authority to
1472
transact business a certificate of existence, or a document of similar import, duly authorized by
1473
the lieutenant governor or other official having custody of corporate records in the state or
1474
country under whose law it is incorporated. The certificate of existence shall be dated within 90
1475
days prior to the filing of the application for authority to transact business by the division.
1476
(3) The foreign corporation shall include in the application for authority to transact
1477
business, or in an accompanying document, the written consent to appointment by the
1478
designated registered agent.
1479
Section 34.
Section
16-10a-1504
is amended to read:
1480
16-10a-1504. Amended application for authority to transact business.
1481
(1) A foreign corporation authorized to transact business in this state shall deliver an
1482
amended application for authority to transact business to the division for filing if the foreign
1483
corporation changes:
1484
(a) its corporate name or its assumed corporate name;
1485
(b) the period of its duration; [or]
1486
(c) the state or country of its incorporation; or
1487
(d) any of the information required by Subsection
16-16-203
(1).
1488
(2) The requirements of Section
16-10a-1503
for obtaining an original application for
1489
authority to transact business apply to filing an amended application for authority to transact
1490
business under this section.
1491
Section 35.
Section
16-10a-1521
is amended to read:
1492
16-10a-1521. Service on withdrawn foreign corporation.
1493
(1) A foreign corporation that has withdrawn from this state pursuant to Section
1494
16-10a-1520
shall either:
1495
(a) maintain a registered agent in this state to accept service on its behalf in any
1496
proceeding based on a cause of action arising during the time it was authorized to transact
1497
business in this state, in which case the continued authority of the registered agent shall be
1498
specified in the application for withdrawal [and any change shall be governed by the procedure
1499
set forth in Section
16-10a-1509
which applies to foreign corporations authorized to transact
1500
business in this state]; or
1501
(b) be considered to have authorized service of process on it in connection with any
1502
cause of action by registered or certified mail, return receipt requested, to:
1503
(i) the address of its principal office, if any, set forth in its application for withdrawal or
1504
as last changed by notice delivered to the division for filing; or
1505
(ii) the address for service of process that is stated in its application for withdrawal or
1506
as last changed by notice delivered to the division for filing.
1507
(2) Service effected pursuant to Subsection (1)(b) is perfected at the earliest of:
1508
(a) the date the withdrawn foreign corporation receives the process, notice, or demand;
1509
(b) the date shown on the return receipt, if signed on behalf of the withdrawn foreign
1510
corporation; or
1511
(c) five days after mailing.
1512
(3) Subsection (1) does not prescribe the only means, or necessarily the required means,
1513
of serving a withdrawn foreign corporation.
1514
Section 36.
Section
16-10a-1530
is amended to read:
1515
16-10a-1530. Grounds for revocation.
1516
The division may commence a proceeding under Section
16-10a-1531
to revoke the
1517
authority of a foreign corporation to transact business in this state if:
1518
(1) the foreign corporation does not deliver its annual report to the division when it is
1519
due;
1520
(2) the foreign corporation does not pay when they are due any taxes, fees, or penalties
1521
imposed by this chapter or other applicable laws of this state;
1522
(3) the foreign corporation is without a registered agent [or registered office] in this
1523
state for 30 days or more;
1524
(4) the foreign corporation does not inform the division [under Section
16-10a-1509
or
1525
16-10a-1510
] by an appropriate filing within 30 days of the change or resignation that its
1526
registered agent [or registered office] has changed[,] or that its registered agent has resigned[,
1527
or that its registered office has been discontinued];
1528
(5) an incorporator, director, officer, or agent of the foreign corporation signs a
1529
document knowing it is false in any material respect with intent that the document be delivered
1530
to the division for filing; or
1531
(6) the division receives a duly authenticated certificate from the lieutenant governor or
1532
other official having custody of corporate records in the state or country under whose law the
1533
foreign corporation is incorporated stating that the corporation has dissolved or disappeared as
1534
the result of a merger.
1535
Section 37.
Section
16-10a-1604
is amended to read:
1536
16-10a-1604. Court-ordered inspection.
1537
(1) If a corporation does not allow a shareholder or director, or the shareholder's or
1538
director's agent or attorney, who complies with Subsection
16-10a-1602
(1) to inspect or copy
1539
any records required by that subsection to be available for inspection, the district court of the
1540
county in this state in which the corporation's principal office is located, or in [which its