H.B. 222

1

REVISED CORPORATION ACT AMENDMENTS
2 1999 GENERAL SESSION
3 STATE OF UTAH
4 Sponsor: Afton B. Bradshaw
5 AN ACT RELATING TO CORPORATIONS; ADDRESSING APPEALS FROM DENIALS OF
6 REINSTATEMENTS; CLARIFYING SERVICE; AND MAKING TECHNICAL
7 CORRECTIONS.
8 This act affects sections of Utah Code Annotated 1953 as follows:
9 AMENDS:
10 16-10a-504, as enacted by Chapter 277, Laws of Utah 1992
11 16-10a-1421, as enacted by Chapter 277, Laws of Utah 1992
12 16-10a-1422, as enacted by Chapter 277, Laws of Utah 1992
13 16-10a-1423, as enacted by Chapter 277, Laws of Utah 1992
14 16-10a-1511, as enacted by Chapter 277, Laws of Utah 1992
15 16-10a-1531, as enacted by Chapter 277, Laws of Utah 1992
16 Be it enacted by the Legislature of the state of Utah:
17 Section 1. Section 16-10a-504 is amended to read:
18 16-10a-504. Service on corporation.
19 (1) Except as provided in Subsection (3), a corporation may be served by first-class,
20 postage prepaid United States mail.
21 [(1)] (2) A corporation's registered agent is the corporation's agent for service of process,
22 notice, or demand required or permitted by law to be served on the corporation.
23 [(2)] (3) (a) If a corporation has no registered agent, or the agent cannot with reasonable
24 diligence be served, the corporation may be served by mail that is:
25 (i) registered or certified [mail,];
26 (ii) return receipt requested[,]; and
27 (iii) addressed to the corporation at its principal office.

28 (b) Service is perfected under this Subsection (3) at the earliest of:
29 [(a)] (i) the date the corporation receives the process, notice, or demand;
30 [(b)] (ii) the date shown on the return receipt, if signed on behalf of the corporation; or
31 [(c)] (iii) five days after mailing.
32 [(3)] (4) This section does not prescribe the only means, or necessarily the required means,
33 of serving a corporation.
34 Section 2. Section 16-10a-1421 is amended to read:
35 16-10a-1421. Procedure for and effect of administrative dissolution.
36 (1) If the division determines that one or more grounds exist under Section 16-10a-1420
37 for dissolving a corporation, it shall serve the corporation in the manner provided in Section
38 16-10a-504 with written notice of [its]:
39 (a) the division's determination[, stating] that one or more grounds exist for dissolving;
40 and
41 (b) the grounds [in the manner provided in Section 16-10a-504 ] for dissolving the
42 corporation.
43 (2) (a) If the corporation does not correct each ground for dissolution, or demonstrate to
44 the reasonable satisfaction of the division that each ground does not exist, within 60 days after
45 service of the notice contemplated by Subsection (1), the division may administratively dissolve
46 the corporation.
47 (b) The division shall serve written notice of the administrative dissolution on the
48 dissolved corporation[, stating the effective date thereof,] in the manner provided in Section
49 16-10a-504 , stating the effective date of the dissolution.
50 (c) The division shall deliver a copy of the notice to the last registered agent of the
51 dissolved corporation.
52 (3) A corporation administratively dissolved continues its corporate existence but may not
53 carry on any business except the business necessary to wind up and liquidate its business and
54 affairs under Section 16-10a-1405 and to give notice to claimants in the manner provided in
55 Sections 16-10a-1406 and 16-10a-1407 .
56 (4) The administrative dissolution of a corporation does not terminate the authority of its
57 registered agent.
58 (5) Upon the administrative dissolution of a corporation, the division shall be an agent of

59 the dissolved corporation for purposes of service of process. Service of process on the division
60 under this Subsection (5) is service on the dissolved corporation. Upon receipt of process, the
61 division shall deliver a copy of the process to the dissolved corporation at its principal office.
62 Section 3. Section 16-10a-1422 is amended to read:
63 16-10a-1422. Reinstatement following administrative dissolution.
64 (1) A corporation administratively dissolved under Section 16-10a-1421 may apply to the
65 division for reinstatement within two years after the effective date of dissolution by delivering to
66 the division for filing an application for reinstatement that states:
67 (a) the effective date of its administrative dissolution and its corporate name as of that
68 date;
69 (b) that the grounds for dissolution either did not exist or have been eliminated;
70 (c) the corporate name under which the corporation is being reinstated and that the name
71 satisfies the requirements of Section 16-10a-401 ;
72 (d) that all taxes, fees, or penalties imposed pursuant to this chapter, otherwise owed by
73 the corporation to the State Tax Commission, or otherwise imposed by applicable laws of this state
74 have been paid;
75 (e) the address of its registered office in this state and the name of its registered agent at
76 that office; and
77 (f) any additional information the division determines to be necessary or appropriate.
78 (2) The corporation shall include in or with the application for reinstatement the written
79 consent to appointment by the designated registered agent, and a certificate from the State Tax
80 Commission reciting that all taxes owed by the corporation have been paid.
81 (3) If the division determines that the application for reinstatement contains the
82 information required by Subsections (1) and (2) and that the information is correct, the division
83 shall revoke the administrative dissolution. The division shall serve the corporation in the manner
84 provided in Section 16-10a-504 with written notice of:
85 (a) the revocation[, stating]; and
86 (b) the effective date[, in the manner provided in Section 16-10a-504 ] of the revocation.
87 (4) When the reinstatement is effective, it relates back to the effective date of the
88 administrative dissolution and the corporation may carry on its business, under the name stated
89 pursuant to Subsection (1)(c), as if the administrative dissolution had never occurred.

90 Section 4. Section 16-10a-1423 is amended to read:
91 16-10a-1423. Appeal from denial of reinstatement.
92 [(1)] If the division denies a corporation's application for reinstatement following
93 administrative dissolution, the division shall serve the corporation in the manner provided in
94 Section 16-10a-504 with written notice:
95 (1) setting forth the reasons for denying the application [in the manner provided in Section
96 16-10a-504 .]; and
97 (2) stating that the corporation has the right to appeal the division's determination to the
98 executive director of the Department of Commerce in accordance with Title 63, Chapter 46b,
99 Administrative Procedures Act.
100 [(2) The corporation may appeal the denial of reinstatement to the district court in a county
101 in this state in which the principal or registered office of the corporation is located, or in Salt Lake
102 County, within 30 days after service of the notice of denial is perfected under Section 16-10a-504 .
103 The corporation appeals by petitioning the court to set aside the dissolution and attaching to the
104 petition copies of the division's notice of dissolution, the corporation's application for
105 reinstatement, and the division's notice of denial.]
106 [(3) The court may summarily order the division to reinstate the dissolved corporation or
107 may take other action the court considers appropriate.]
108 [(4) The court's final decision may be appealed as in other civil proceedings.]
109 Section 5. Section 16-10a-1511 is amended to read:
110 16-10a-1511. Service on foreign corporation.
111 (1) Except as provided in Subsection (3), a foreign corporation may be served by
112 first-class, postage prepaid United States mail.
113 [(1)] (2) The registered agent of a foreign corporation authorized to transact business in
114 this state is the foreign corporation's agent for service of process, notice, or demand required or
115 permitted by law to be served on the foreign corporation.
116 [(2)] (3) (a) If a foreign corporation authorized to transact business in this state has no
117 registered agent or if the registered agent cannot with reasonable diligence be served, the foreign
118 corporation may be served by mail that is:
119 (i) registered or certified [mail,];
120 (ii) return receipt requested[,]; and

121 (iii) addressed to the foreign corporation at its principal office.
122 (b) Service is perfected under this Subsection (3) at the earliest of:
123 [(a)] (i) the date the foreign corporation receives the process, notice, or demand;
124 [(b)] (ii) the date shown on the return receipt, if signed on behalf of the foreign
125 corporation; or
126 [(c)] (iii) five days after mailing.
127 [(3)] (4) This section does not prescribe the only means, or necessarily the required means,
128 of serving a foreign corporation authorized to transact business in this state.
129 Section 6. Section 16-10a-1531 is amended to read:
130 16-10a-1531. Procedure for and effect of revocation.
131 (1) If the division determines that one or more grounds exist under Section 16-10a-1530
132 for revoking the authority of a foreign corporation to transact business in this state, the division
133 shall serve the foreign corporation in the manner provided in Section 16-10a-1511 with written
134 notice of [its]:
135 (a) the division's determination [stating] that one or more grounds exist for revocation; and
136 (b) the grounds[, in the manner provided in Section 16-10a-1511 ] for revocation.
137 (2) (a) If the foreign corporation does not correct each ground for revocation or
138 demonstrate to the reasonable satisfaction of the division that each ground determined by the
139 division does not exist, within 60 days after service of the notice under Subsection (1), the division
140 may revoke the foreign corporation's authority to transact business in this state.
141 (b) The division shall serve [a written notice of the revocation] on the foreign corporation
142 [stating] in the manner provided in Section 16-10a-1511 a written notice of:
143 (i) revocation; and
144 (ii) the effective date of the revocation[, in the manner provided in Section 16-10a-1511 ].
145 (c) The division shall deliver a copy of the notice to the last registered agent of the foreign
146 corporation.
147 (3) The authority of a foreign corporation to transact business in this state ceases on the
148 date shown on the division's certificate revoking the corporation's certificate of authority.
149 (4) Revocation of a foreign corporation's authority to transact business in this state does
150 not terminate the authority of the registered agent of the corporation.
151 (5) Upon the revocation of a foreign corporation's authority to transact business in this

152 state, the division becomes an agent for the foreign corporation for service of process in any
153 proceeding based on a cause of action which arose during the time the foreign corporation
154 transacted business in this state or was authorized to transact business in this state. Service of
155 process on the division under this Subsection (5) is service on the foreign corporation. Upon
156 receipt of process, the division shall mail a copy of the process to the foreign corporation at its
157 principal office.




Legislative Review Note
as of 12-22-98 1:48 PM

A limited legal review of this legislation raises no obvious constitutional or statutory concerns.

Office of Legislative Research and General Counsel