H.B. 222 Enrolled

REVISED CORPORATION ACT AMENDMENTS
1999 GENERAL SESSION
STATE OF UTAH
Sponsor: Afton B. Bradshaw
AN ACT RELATING TO CORPORATIONS; ADDRESSING APPEALS FROM DENIALS OF
REINSTATEMENTS; CLARIFYING SERVICE; AND MAKING TECHNICAL CHANGES.
This act affects sections of Utah Code Annotated 1953 as follows:
AMENDS:
16-10a-504, as enacted by Chapter 277, Laws of Utah 1992
16-10a-1421, as enacted by Chapter 277, Laws of Utah 1992
16-10a-1422, as enacted by Chapter 277, Laws of Utah 1992
16-10a-1423, as enacted by Chapter 277, Laws of Utah 1992
16-10a-1511, as enacted by Chapter 277, Laws of Utah 1992
16-10a-1531, as enacted by Chapter 277, Laws of Utah 1992
Be it enacted by the Legislature of the state of Utah:
Section 1. Section 16-10a-504 is amended to read:
16-10a-504. Service on corporation.
(1) Except as provided in Subsection (3), the division may serve a corporation by
first-class, postage prepaid United States mail.
[(1)] (2) A corporation's registered agent is the corporation's agent for service of process,
notice, or demand required or permitted by law to be served on the corporation.
[(2)] (3) (a) If a corporation has no registered agent, or the agent cannot with reasonable
diligence be served, the corporation may be served by mail that is:
(i) registered or certified [mail,];
(ii) return receipt requested[,]; and
(iii) addressed to the corporation at its principal office.
(b) Service is perfected under this Subsection (3) at the earliest of:
[(a)] (i) the date the corporation receives the process, notice, or demand;
[(b)] (ii) the date shown on the return receipt, if signed on behalf of the corporation; or

[(c)] (iii) five days after mailing.
[(3)] (4) This section does not prescribe the only means, or necessarily the required means,
of serving a corporation.
Section 2. Section 16-10a-1421 is amended to read:
16-10a-1421. Procedure for and effect of administrative dissolution.
(1) If the division determines that one or more grounds exist under Section 16-10a-1420 for
dissolving a corporation, it shall serve the corporation in the manner provided in Section 16-10a-504
with written notice of [its]:
(a) the division's determination[, stating] that one or more grounds exist for dissolving; and
(b) the grounds [in the manner provided in Section 16-10a-504 ] for dissolving the
corporation.
(2) (a) If the corporation does not correct each ground for dissolution, or demonstrate to the
reasonable satisfaction of the division that each ground does not exist, within 60 days after service
of the notice contemplated by Subsection (1), the division may administratively dissolve the
corporation.
(b) The division shall serve written notice of the administrative dissolution on the dissolved
corporation[, stating the effective date thereof,] in the manner provided in Section 16-10a-504 ,
stating the effective date of the dissolution.
(c) The division shall deliver a copy of the notice to the last registered agent of the dissolved
corporation.
(3) A corporation administratively dissolved continues its corporate existence but may not
carry on any business except the business necessary to wind up and liquidate its business and affairs
under Section 16-10a-1405 and to give notice to claimants in the manner provided in Sections
16-10a-1406 and 16-10a-1407 .
(4) The administrative dissolution of a corporation does not terminate the authority of its
registered agent.
(5) Upon the administrative dissolution of a corporation, the division shall be an agent of
the dissolved corporation for purposes of service of process. Service of process on the division

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under this Subsection (5) is service on the dissolved corporation. Upon receipt of process, the
division shall deliver a copy of the process to the dissolved corporation at its principal office.
Section 3. Section 16-10a-1422 is amended to read:
16-10a-1422. Reinstatement following administrative dissolution.
(1) A corporation administratively dissolved under Section 16-10a-1421 may apply to the
division for reinstatement within two years after the effective date of dissolution by delivering to the
division for filing an application for reinstatement that states:
(a) the effective date of its administrative dissolution and its corporate name as of that date;
(b) that the grounds for dissolution either did not exist or have been eliminated;
(c) the corporate name under which the corporation is being reinstated and that the name
satisfies the requirements of Section 16-10a-401 ;
(d) that all taxes, fees, or penalties imposed pursuant to this chapter, otherwise owed by the
corporation to the State Tax Commission, or otherwise imposed by applicable laws of this state have
been paid;
(e) the address of its registered office in this state and the name of its registered agent at that
office; and
(f) any additional information the division determines to be necessary or appropriate.
(2) The corporation shall include in or with the application for reinstatement the written
consent to appointment by the designated registered agent, and a certificate from the State Tax
Commission reciting that all taxes owed by the corporation have been paid.
(3) If the division determines that the application for reinstatement contains the information
required by Subsections (1) and (2) and that the information is correct, the division shall revoke the
administrative dissolution. The division shall serve the corporation in the manner provided in
Section 16-10a-504 with written notice of:
(a) the revocation[, stating]; and
(b) the effective date[, in the manner provided in Section 16-10a-504 ] of the revocation.
(4) When the reinstatement is effective, it relates back to the effective date of the
administrative dissolution and the corporation may carry on its business, under the name stated

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pursuant to Subsection (1)(c), as if the administrative dissolution had never occurred.
Section 4. Section 16-10a-1423 is amended to read:
16-10a-1423. Appeal from denial of reinstatement.
[(1)] If the division denies a corporation's application for reinstatement following
administrative dissolution, the division shall serve the corporation in the manner provided in Section
16-10a-504 with written notice:
(1) setting forth the reasons for denying the application [in the manner provided in Section
16-10a-504 .]; and
(2) stating that the corporation has the right to appeal the division's determination to the
executive director of the Department of Commerce in accordance with Title 63, Chapter 46b,
Administrative Procedures Act.
[(2) The corporation may appeal the denial of reinstatement to the district court in a county
in this state in which the principal or registered office of the corporation is located, or in Salt Lake
County, within 30 days after service of the notice of denial is perfected under Section 16-10a-504 .
The corporation appeals by petitioning the court to set aside the dissolution and attaching to the
petition copies of the division's notice of dissolution, the corporation's application for reinstatement,
and the division's notice of denial.]
[(3) The court may summarily order the division to reinstate the dissolved corporation or
may take other action the court considers appropriate.]
[(4) The court's final decision may be appealed as in other civil proceedings.]
Section 5. Section 16-10a-1511 is amended to read:
16-10a-1511. Service on foreign corporation.
(1) Except as provided in Subsection (3), the division may serve a foreign corporation by
first-class, postage prepaid United States mail.
[(1)] (2) The registered agent of a foreign corporation authorized to transact business in this
state is the foreign corporation's agent for service of process, notice, or demand required or permitted
by law to be served on the foreign corporation.
[(2)] (3) (a) If a foreign corporation authorized to transact business in this state has no

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registered agent or if the registered agent cannot with reasonable diligence be served, the foreign
corporation may be served by mail that is:
(i) registered or certified [mail,];
(ii) return receipt requested[,]; and
(iii) addressed to the foreign corporation at its principal office.
(b) Service is perfected under this Subsection (3) at the earliest of:
[(a)] (i) the date the foreign corporation receives the process, notice, or demand;
[(b)] (ii) the date shown on the return receipt, if signed on behalf of the foreign corporation;
or
[(c)] (iii) five days after mailing.
[(3)] (4) This section does not prescribe the only means, or necessarily the required means,
of serving a foreign corporation authorized to transact business in this state.
Section 6. Section 16-10a-1531 is amended to read:
16-10a-1531. Procedure for and effect of revocation.
(1) If the division determines that one or more grounds exist under Section 16-10a-1530 for
revoking the authority of a foreign corporation to transact business in this state, the division shall
serve the foreign corporation in the manner provided in Section 16-10a-1511 with written notice of
[its]:
(a) the division's determination [stating] that one or more grounds exist for revocation; and
(b) the grounds[, in the manner provided in Section 16-10a-1511 ] for revocation.
(2) (a) If the foreign corporation does not correct each ground for revocation or demonstrate
to the reasonable satisfaction of the division that each ground determined by the division does not
exist, within 60 days after service of the notice under Subsection (1), the division may revoke the
foreign corporation's authority to transact business in this state.
(b) The division shall serve [a written notice of the revocation] on the foreign corporation
[stating] in the manner provided in Section 16-10a-1511 a written notice of:
(i) revocation; and
(ii) the effective date of the revocation[, in the manner provided in Section 16-10a-1511 ].

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(c) The division shall deliver a copy of the notice to the last registered agent of the foreign
corporation.
(3) The authority of a foreign corporation to transact business in this state ceases on the date
shown on the division's certificate revoking the corporation's certificate of authority.
(4) Revocation of a foreign corporation's authority to transact business in this state does not
terminate the authority of the registered agent of the corporation.
(5) Upon the revocation of a foreign corporation's authority to transact business in this state,
the division becomes an agent for the foreign corporation for service of process in any proceeding
based on a cause of action which arose during the time the foreign corporation transacted business
in this state or was authorized to transact business in this state. Service of process on the division
under this Subsection (5) is service on the foreign corporation. Upon receipt of process, the division
shall mail a copy of the process to the foreign corporation at its principal office.

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