H.B. 114

1

BUSINESS ENTITY AMENDMENTS
2 2000 GENERAL SESSION
3 STATE OF UTAH
4 Sponsor: Afton B. Bradshaw
5 AN ACT RELATING TO CORPORATIONS AND PARTNERSHIPS; ADDRESSING NAMES
6 OF BUSINESS ENTITIES; REPLACING A SUSPENSION PROCESS WITH A
7 DELINQUENCY PROCESS FOR CERTAIN BUSINESS ENTITIES; ADDRESSING USE OF
8 THE TERM SERVE; ADDRESSING DISSOLUTION AND REINSTATEMENT PROCESSES;
9 AMENDING REPORTING REQUIREMENTS OF CERTAIN BUSINESS ENTITIES; AND
10 MAKING TECHNICAL CHANGES.
11 This act affects sections of Utah Code Annotated 1953 as follows:
12 AMENDS:
13 16-6-97, as last amended by Chapter 66, Laws of Utah 1987
14 16-6-99, as last amended by Chapter 28, Laws of Utah 1995
15 16-10a-401, as last amended by Chapter 38, Laws of Utah 1999
16 16-10a-1421, as last amended by Chapter 220, Laws of Utah 1999
17 16-10a-1422, as last amended by Chapter 220, Laws of Utah 1999
18 16-10a-1423, as last amended by Chapter 220, Laws of Utah 1999
19 16-10a-1531, as last amended by Chapter 220, Laws of Utah 1999
20 16-10a-1532, as enacted by Chapter 277, Laws of Utah 1992
21 42-2-6.6, as last amended by Chapter 86, Laws of Utah 1998
22 48-2a-102, as last amended by Chapter 38, Laws of Utah 1999
23 48-2a-202, as last amended by Chapter 189, Laws of Utah 1991
24 48-2a-203.5, as last amended by Chapter 189, Laws of Utah 1991
25 48-2a-210, as last amended by Chapter 41, Laws of Utah 1996
26 48-2b-106, as last amended by Chapter 38, Laws of Utah 1999
27 48-2b-120, as last amended by Chapter 54, Laws of Utah 1998

28 48-2b-121, as last amended by Chapters 54 and 56, Laws of Utah 1998
29 48-2b-142, as last amended by Chapter 28, Laws of Utah 1995
30 ENACTS:
31 16-11-16, Utah Code Annotated 1953
32 REPEALS:
33 16-6-99.1, as last amended by Chapter 313, Laws of Utah 1994
34 Be it enacted by the Legislature of the state of Utah:
35 Section 1. Section 16-6-97 is amended to read:
36 16-6-97. Annual report of domestic and foreign nonprofit corporations -- Contents.
37 (1) Each domestic nonprofit corporation and each foreign nonprofit corporation authorized
38 to transact business in this state shall file, within the time prescribed by this chapter, an annual
39 report setting forth:
40 (a) the name of the corporation [and];
41 (b) the state or country under whose laws it is incorporated;
42 [(b)] (c) the address of its registered office in this state[,];
43 (d) the name of its registered agent in this state at [that] the address[, and,] specified in
44 Subsection (1)(c);
45 (e) in the case of a foreign corporation, the address of its principal office or other mailing
46 address in the state or country under whose laws it is incorporated; and
47 [(c)] (f) the names and respective addresses, including street and number, of the members
48 of the governing board and the officers of the corporation.
49 (2) (a) The annual report required by Subsection (1) shall be on forms prescribed and
50 furnished by the [Division of Corporations and Commercial Code] division.
51 (b) The information given in the annual report shall be current as of the date of the
52 execution of the report.
53 (c) The annual report forms shall include a statement of notice to the corporation that
54 failure to file the annual report will result in the [suspension] delinquency of its corporate charter.
55 (d) The annual report shall be signed under penalty of perjury by:
56 (i) (A) any authorized officer of the corporation; or[,]
57 (B) if the corporation is in the hands of a receiver or trustee, [it shall be signed on behalf
58 of the corporation under penalty of perjury] by the receiver or trustee[. If] on behalf of the

59 corporation; and
60 (ii) the registered agent, if the registered agent has changed since the last annual report or
61 other appointment of a registered agent[, the annual report shall also be signed by the registered
62 agent].
63 Section 2. Section 16-6-99 is amended to read:
64 16-6-99. Delinquency -- Dissolution and reinstatement.
65 (1) A domestic corporation is considered delinquent if:
66 (a) it does not file an annual report within the time prescribed by this chapter;
67 (b) it fails to maintain a registered agent in this state for 60 consecutive days; or
68 (c) it fails to file a statement noting any change of its registered office or registered agent
69 within 60 days after the change.
70 (2) (a) The division [of Corporations and Commercial Code] shall mail a notice of
71 delinquency to [each delinquent corporation, unless the corporation's certificate of incorporation
72 is already suspended for any reason.]:
73 (i) the registered agent of the corporation; or
74 (ii) if there is no registered agent of record, at least one officer of the corporation.
75 (b) The notice of delinquency required by Subsection (2)(a) shall state:
76 (i) the nature of the delinquency; and [shall state]
77 (ii) that the corporation shall be [suspended,] dissolved unless within 60 days of the
78 mailing of the notice of delinquency it corrects the delinquency [and pays a notification fee within
79 30 days of the mailing of the notice of delinquency. The notice shall further state that a suspended
80 corporation may be reinstated only after payment of a reinstatement fee].
81 [(3) A] (c) The division shall:
82 (i) mail a notice of delinquency [shall be mailed first-class, postage prepaid. The Division
83 of Corporations and Commercial Code shall] required by Subsection (2)(a) in accordance with this
84 section; and
85 (ii) include with the notice of delinquency any forms necessary to correct the delinquency.
86 [The division shall assess the corporation a delinquency notification fee as determined under
87 Section 63-38-3.2 .]
88 (3) (a) If the corporation does not remove the delinquency within 60 days from the date
89 the division mails the notice of delinquency, the corporation is dissolved effective on the date of

90 dissolution specified in Subsection (3)(c).
91 (b) If the corporation is dissolved under Subsection (3)(a), the division shall mail a
92 certificate of dissolution to the:
93 (i) registered agent of the corporation; or
94 (ii) if there is no registered agent of record, at least one officer of the corporation.
95 (c) A corporation's date of dissolution is five days after the date the division mails the
96 certificate of dissolution.
97 (d) A dissolved corporation may not be reinstated under this chapter, except as provided
98 in Subsection (5).
99 (e) If a corporation is dissolved, the corporation may not do business in its corporate
100 character under:
101 (i) any name; or
102 (ii) assumed name filed on behalf of the corporation under Section 42-2-5 .
103 (f) On the date of dissolution, the corporation's right in any assumed names it may use is
104 canceled.
105 (g) Notwithstanding Subsection (4)(f), the name of a corporation that is dissolved and any
106 assumed name filed on its behalf are not available for 30 days from the date of dissolution for use
107 by any other:
108 (i) domestic corporation;
109 (ii) foreign corporation transacting business in this state; or
110 (iii) person doing business under an assumed name under Section 42-2-5 .
111 (4) A corporation dissolved under this section continues its corporate existence but may
112 not carry on any business except the business necessary to wind up and liquidate its business and
113 affairs.
114 (5) A corporation that is dissolved under this section or Section 16-6-62 may be reinstated
115 if within two years from the date of dissolution the corporation:
116 (a) files with the division:
117 (i) an application for reinstatement; and
118 (ii) a certificate from the State Tax Commission that all taxes owed by the corporation
119 have been paid; and
120 (b) pays all:

121 (i) past-due taxes;
122 (ii) penalties; and
123 (iii) reinstatement fees.
124 (6) If the division denies a corporation's application for reinstatement following a
125 dissolution under this section, the division shall mail the corporation written notice:
126 (a) setting forth the reasons for denying the application; and
127 (b) stating that the corporation has the right to appeal the division's determination to the
128 executive director of the Department of Commerce in accordance with Title 63, Chapter 46b,
129 Administrative Procedures Act.
130 (7) A notice or certificate mailed under this section shall be:
131 (a) mailed first-class, postage prepaid; and
132 (b) addressed to the most current mailing address appearing on the records of the division
133 for:
134 (i) the registered agent of the corporation, if the notice or certificate is required to be
135 mailed to the registered agent; or
136 (ii) the officer of the corporation that is sent the notice or certificate, if the notice or
137 certificate is required to be mailed to an officer of the corporation.
138 Section 3. Section 16-10a-401 is amended to read:
139 16-10a-401. Corporate name.
140 (1) The name of a corporation:
141 (a) except for the name of a depository institution as defined in Section 7-1-103 , must
142 contain:
143 (i) the word:
144 (A) "corporation";
145 (B) "incorporated"; or
146 (C) "company";
147 (ii) the abbreviation:
148 (A) "corp.";
149 (B) "inc."; or
150 (C) "co."; or
151 (iii) words or abbreviations of like import to the words or abbreviations listed in

152 Subsections (1)(a)(i) and (ii) in another language;
153 (b) may not contain language stating or implying that the corporation is organized for a
154 purpose other than that permitted by:
155 (i) Section 16-10a-301 ; and
156 (ii) the corporation's articles of incorporation;
157 (c) without the written consent of the United States Olympic Committee, may not contain
158 the words:
159 (i) "Olympic";
160 (ii) "Olympiad"; or
161 (iii) "Citius Altius Fortius"; and
162 (d) without the written consent of the State Board of Regents issued in accordance with
163 Section 53B-5-114 , may not contain the words:
164 (i) "university";
165 (ii) "college"; or
166 (iii) "institute."
167 (2) Except as authorized by Subsections (3) and (4), the name of a corporation must be
168 distinguishable, as defined in Subsection (5), upon the records of the division from:
169 (a) the name of any domestic corporation incorporated in or foreign corporation authorized
170 to transact business in this state;
171 (b) the name of any domestic or foreign nonprofit corporation incorporated or authorized
172 to transact business in this state;
173 (c) the name of any domestic or foreign limited liability company formed or authorized
174 to transact business in this state;
175 (d) the name of any limited partnership formed or authorized to transact business in this
176 state;
177 (e) any name reserved or registered with the division for a corporation, limited liability
178 company, or general or limited partnership, under the laws of this state; and
179 (f) any business name, fictitious name, assumed name, trademark, or service mark
180 registered by the division.
181 (3) (a) A corporation may apply to the division for authorization to file its articles of
182 incorporation under, or to register or reserve, a name that is not distinguishable upon its records

183 from one or more of the names described in Subsection (2).
184 (b) The division shall approve the application filed under Subsection (3)(a) if:
185 (i) the other person whose name is not distinguishable from the name under which the
186 applicant desires to file, or which the applicant desires to register or reserve:
187 (A) consents to the filing, registration, or reservation in writing; and
188 (B) submits an undertaking in a form satisfactory to the division to change its name to a
189 name that is distinguishable from the name of the applicant; or
190 (ii) the applicant delivers to the division a certified copy of the final judgment of a court
191 of competent jurisdiction establishing the applicant's right to make the requested filing in this state
192 under the name applied for.
193 (4) A corporation may make a filing under the name, including the fictitious name, of
194 another domestic or foreign corporation that is used or registered in this state if:
195 (a) the other corporation is incorporated or authorized to transact business in this state; and
196 (b) the filing corporation:
197 (i) has merged with the other corporation; or
198 (ii) has been formed by reorganization of the other corporation.
199 (5) (a) A name is distinguishable from other names, trademarks, and service marks on the
200 records of the division if it:
201 (i) contains one or more different letters or numerals; or
202 (ii) has a different sequence of letters or numerals from the other names on the division's
203 records.
204 (b) Differences which are not distinguishing are:
205 (i) the words or abbreviations of the words:
206 (A) "corporation";
207 (B) "company";
208 (C) "incorporated";
209 (D) "limited partnership";
210 (E) "L.P.";
211 (F) "limited";
212 (G) "ltd.";
213 (H) "limited liability company";

214 (I) "limited company";
215 (J) "L.C."; or
216 (K) "L.L.C.";
217 (ii) the presence or absence of the words or symbols of the words "the," "and," or "a";
218 (iii) differences in punctuation and special characters;
219 (iv) differences in capitalization;
220 (v) [for a corporation incorporated in or authorized to do business in this state on or after
221 May 4, 1998,] differences between singular and plural forms of words for a corporation:
222 (A) incorporated in or authorized to do business in this state on or after May 4, 1998; or
223 (B) that changes its name on or after May 4, 1998; [or]
224 (vi) differences in whether the letters or numbers immediately follow each other or are
225 separated by one or more spaces if:
226 (A) the sequence of letters or numbers is identical; and
227 (B) the corporation:
228 (I) is incorporated in or authorized to do business in this state on or after May 3, 1999[.];
229 or
230 (II) changes its name on or after May 3, 1999; or
231 (vii) differences in abbreviations, for a corporation:
232 (A) incorporated in or authorized to do business in this state on or after May 1, 2000; or
233 (B) that changes its name on or after May 1, 2000.
234 (c) The director of the division has the power and authority reasonably necessary to
235 interpret and efficiently administer this section and to perform the duties imposed on the division
236 by this section.
237 (6) A name that implies that the corporation is an agency of this state or of any of its
238 political subdivisions, if it is not actually such a legally established agency or subdivision, may not
239 be approved for filing by the division.
240 (7) (a) The requirements of Subsection (1)(d) do not apply to a corporation incorporated
241 in or authorized to do business in this state on or before May 4, 1998, until December 31, 1998.
242 (b) On or after January 1, 1999, any corporation incorporated in or authorized to do
243 business in this state shall comply with the requirements of Subsection (1)(d).
244 Section 4. Section 16-10a-1421 is amended to read:

245 16-10a-1421. Procedure for and effect of administrative dissolution.
246 (1) If the division determines that one or more grounds exist under Section 16-10a-1420
247 for dissolving a corporation, it shall [serve] mail the corporation [in the manner provided in
248 Section 16-10a-504 with] written notice of:
249 (a) the division's determination that one or more grounds exist for dissolving; and
250 (b) the grounds for dissolving the corporation.
251 (2) (a) If the corporation does not correct each ground for dissolution, or demonstrate to
252 the reasonable satisfaction of the division that each ground does not exist, within 60 days after
253 [service of] mailing the notice [contemplated] provided by Subsection (1), the division [may] shall
254 administratively dissolve the corporation.
255 (b) [The] If a corporation is dissolved under Subsection (2)(a), the division shall [serve]
256 mail written notice of the administrative dissolution on the dissolved corporation [in the manner
257 provided in Section 16-10a-504 ], stating the [effective] date of [the] dissolution specified in
258 Subsection (2)(d).
259 (c) The division shall [deliver] mail a copy of the notice to:
260 (i) the last registered agent of the dissolved corporation[.]; and
261 (ii) at least one officer of the corporation.
262 (d) A corporation's date of dissolution is five days after the date the division mails the
263 written notice of dissolution under Subsection (2)(b).
264 (3) A corporation administratively dissolved under this section continues its corporate
265 existence but may not carry on any business except:
266 (a) the business necessary to wind up and liquidate its business and affairs under Section
267 16-10a-1405 ; and
268 (b) to give notice to claimants in the manner provided in Sections 16-10a-1406 and
269 16-10a-1407 .
270 (4) The administrative dissolution of a corporation does not terminate the authority of its
271 registered agent.
272 (5) (a) Upon the administrative dissolution of a corporation, the division shall be an agent
273 of the dissolved corporation for purposes of service of process.
274 (b) Service of process on the division under this Subsection (5) is service on the dissolved
275 corporation.

276 (c) Upon receipt of process under this Subsection (5), the division shall deliver a copy of
277 the process to the dissolved corporation at its principal office.
278 (6) A notice mailed under this section shall be:
279 (a) mailed first-class, postage prepaid; and
280 (b) addressed to the most current mailing address appearing on the records of the division
281 for:
282 (i) the registered agent of the corporation, if the notice is required to be mailed to the
283 registered agent; or
284 (ii) the officer of the corporation that is mailed the notice, if the notice is required to be
285 mailed to an officer of the corporation.
286 Section 5. Section 16-10a-1422 is amended to read:
287 16-10a-1422. Reinstatement following dissolution.
288 (1) A corporation [administratively] dissolved under Section 16-10a-1403 or 16-10a-1421
289 may apply to the division for reinstatement within two years after the effective date of dissolution
290 by delivering to the division for filing an application for reinstatement that states:
291 (a) the effective date of [its administrative] the corporation's dissolution [and its];
292 (b) the corporation's corporate name as of [that] the effective date of dissolution;
293 [(b)] (c) that the grounds for dissolution either did not exist or have been eliminated;
294 [(c)] (d) the corporate name under which the corporation is being reinstated [and];
295 (e) that the name stated in Subsection (1)(d) satisfies the requirements of Section
296 16-10a-401 ;
297 [(d)] (f) that all taxes, fees, or penalties imposed pursuant to this chapter, otherwise owed
298 by the corporation to the State Tax Commission, or otherwise imposed by applicable laws of this
299 state have been paid;
300 [(e)] (g) the address of its registered office in this state [and];
301 (h) the name of its registered agent at [that] the office stated in Subsection (1)(g); and
302 [(f)] (i) any additional information the division determines to be necessary or appropriate.
303 (2) The corporation shall include in or with the application for reinstatement:
304 (a) the written consent to appointment by the designated registered agent[,]; and
305 (b) a certificate from the State Tax Commission reciting that all taxes owed by the
306 corporation have been paid.

307 (3) If the division determines that the application for reinstatement contains the
308 information required by Subsections (1) and (2) and that the information is correct, the division
309 shall revoke the administrative dissolution. The division shall [serve] mail to the corporation in
310 the manner provided in [Section 16-10a-504 with] Subsection 16-10a-1421 (6) written notice of:
311 (a) the revocation; and
312 (b) the effective date of the revocation.
313 (4) When the reinstatement is effective, it relates back to the effective date of the
314 administrative dissolution and the corporation may carry on its business, under the name stated
315 pursuant to Subsection (1)[(c)](d), as if the administrative dissolution had never occurred.
316 Section 6. Section 16-10a-1423 is amended to read:
317 16-10a-1423. Appeal from denial of reinstatement.
318 If the division denies a corporation's application for reinstatement under Section
319 16-10a-1422 following administrative dissolution, the division shall [serve] mail to the corporation
320 in the manner provided in [Section 16-10a-504 with] Subsection 16-10a-1421 (6) written notice:
321 (1) setting forth the reasons for denying the application; and
322 (2) stating that the corporation has the right to appeal the division's determination to the
323 executive director of the Department of Commerce in accordance with Title 63, Chapter 46b,
324 Administrative Procedures Act.
325 Section 7. Section 16-10a-1531 is amended to read:
326 16-10a-1531. Procedure for and effect of revocation.
327 (1) If the division determines that one or more grounds exist under Section 16-10a-1530
328 for revoking the authority of a foreign corporation to transact business in this state, the division
329 shall [serve] mail to the foreign corporation [in the manner provided in Section 16-10a-1511 with]
330 written notice of:
331 (a) the division's determination that one or more grounds exist for revocation; and
332 (b) the grounds for revocation.
333 (2) (a) If the foreign corporation does not correct each ground for revocation or
334 demonstrate to the reasonable satisfaction of the division that each ground determined by the
335 division does not exist, within 60 days after [service of] mailing the notice under Subsection (1),
336 the division [may] shall revoke the foreign corporation's authority to transact business in this state.
337 (b) [The] If a foreign corporation's authority to transact business in this state is revoked

338 under Subsection (2)(a), the division shall [serve on] mail to the foreign corporation [in the manner
339 provided in Section 16-10a-1511 a] written notice of:
340 (i) revocation; and
341 (ii) the effective date of the revocation.
342 (c) The division shall [deliver] mail a copy of the notice to:
343 (i) the last registered agent of the foreign corporation[.]; or
344 (ii) if there is no registered agent of record, at least one officer of the corporation.
345 (3) The authority of a foreign corporation to transact business in this state ceases on the
346 date shown on the division's certificate revoking the corporation's certificate of authority.
347 (4) Revocation of a foreign corporation's authority to transact business in this state does
348 not terminate the authority of the registered agent of the corporation.
349 (5) (a) Upon the revocation of a foreign corporation's authority to transact business in this
350 state, the division becomes an agent for the foreign corporation for service of process in any
351 proceeding based on a cause of action [which] that arose during the time the foreign corporation:
352 (i) transacted business in this state; or
353 (ii) was authorized to transact business in this state.
354 (b) Service of process on the division under this Subsection (5) is service on the foreign
355 corporation.
356 (c) Upon receipt of process under this Subsection (5), the division shall mail a copy of the
357 process to the foreign corporation at its principal office.
358 (6) A notice mailed under this section shall be:
359 (a) mailed first-class, postage prepaid; and
360 (b) addressed to the most current mailing address appearing on the records of the division
361 for:
362 (i) the registered agent of the foreign corporation, if the notice is required to be mailed to
363 the registered agent; or
364 (ii) the officer of the foreign corporation that is mailed the notice, if the notice is required
365 to be mailed to an officer of the foreign corporation.
366 Section 8. Section 16-10a-1532 is amended to read:
367 16-10a-1532. Appeal from revocation.
368 (1) A foreign corporation may appeal the division's revocation of its authority to transact

369 business in this state to the district court of the county in this state where the last registered or
370 principal office of the corporation was located or in Salt Lake County, within 30 days after [service
371 of] the notice of revocation is [perfected] mailed under Section 16-10a-1531 . The foreign
372 corporation appeals by petitioning the court to set aside the revocation and attaching to the petition
373 copies of the corporation's application for authority to transact business, and any amended
374 applications, each as filed with the division, and the division's notice of revocation.
375 (2) The court may summarily order the division to reinstate the authority of the foreign
376 corporation to transact business in this state or it may take any other action it considers appropriate.
377 (3) The court's final decision may be appealed as in other civil proceedings.
378 Section 9. Section 16-11-16 is enacted to read:
379 16-11-16. Corporate name.
380 (1) The name of each professional corporation as set forth in its articles of incorporation:
381 (a) shall contain the terms:
382 (i) "professional corporation"; or
383 (ii) "P.C.";
384 (b) may not contain the words:
385 (i) "incorporated"; or
386 (ii) "inc.";
387 (c) may not contain language stating or implying that the professional corporation is
388 organized for a purpose other than that permitted by:
389 (i) Section 16-11-6 ; and
390 (ii) the professional corporation's articles of incorporation;
391 (d) without the written consent of the United States Olympic Committee, may not contain
392 the words:
393 (i) "Olympic";
394 (ii) "Olympiad"; or
395 (iii) "Citius Altius Fortius"; and
396 (e) without the written consent of the State Board of Regents in accordance with Section
397 53B-5-114 , may not contain the words:
398 (i) "university";
399 (ii) "college"; or

400 (iii) "institute."
401 (2) The professional corporation may not imply by any word in the name that it is an
402 agency of the state or of any of its political subdivisions.
403 (3) A person, other than a professional corporation formed or registered under this chapter,
404 may not use in its name in this state any of the terms:
405 (a) "professional corporation"; or
406 (b) "P.C."
407 (4) Except as authorized by Subsection (5), the name of the professional corporation must
408 be distinguishable, as defined in Subsection (6), upon the records of the division from:
409 (a) the name of any domestic corporation incorporated in or foreign corporation authorized
410 to transact business in this state;
411 (b) the name of any domestic or foreign nonprofit corporation incorporated or authorized
412 to transact business in this state;
413 (c) the name of any domestic or foreign limited liability company formed or authorized
414 to transact business in this state;
415 (d) the name of any limited partnership formed or authorized to transact business in this
416 state;
417 (e) any name reserved or registered with the division for a corporation, limited liability
418 company, or general or limited partnership, under the laws of this state; and
419 (f) any business name, fictitious name, assumed name, trademark, or service mark
420 registered by the division.
421 (5) (a) A professional corporation may apply to the division for authorization to file its
422 articles of incorporation under, or to register or reserve, a name that is not distinguishable upon
423 its records from one or more of the names described in Subsection (4).
424 (b) The division shall approve the application filed under Subsection (5)(a) if:
425 (i) the other person whose name is not distinguishable from the name under which the
426 applicant desires to file, or which the applicant desires to register or reserve:
427 (A) consents to the filing, registration, or reservation in writing; and
428 (B) submits an undertaking in a form satisfactory to the division to change its name to a
429 name that is distinguishable from the name of the applicant; or
430 (ii) the applicant delivers to the division a certified copy of the final judgment of a court

431 of competent jurisdiction establishing the applicant's right to make the requested filing in this state
432 under the name applied for.
433 (6) (a) A name is distinguishable from other names, trademarks, and service marks
434 registered with the division if it:
435 (i) contains one or more different letters or numerals from other names upon the division's
436 records; or
437 (ii) has a different sequence of letter or numerals from the other names on the division's
438 records.
439 (b) The following differences are not distinguishable:
440 (i) the words or abbreviations of the words:
441 (A) "corporation";
442 (B) "incorporated";
443 (C) "company";
444 (D) "limited partnership";
445 (E) "limited";
446 (F) "L.P.";
447 (G) "Ltd.";
448 (H) "limited liability company";
449 (I) "limited company";
450 (J) "L.C."; or
451 (K) "L.L.C.";
452 (ii) the presence or absence of the words or symbols of the words "the," "and," "a," or
453 "plus";
454 (iii) differences in punctuation and special characters;
455 (iv) differences in capitalization; or
456 (v) differences in abbreviations.
457 (7) The director of the division shall have the power and authority reasonably necessary
458 to interpret and efficiently administer this section and to perform the duties imposed upon the
459 division by this section.
460 Section 10. Section 42-2-6.6 is amended to read:
461 42-2-6.6. Assumed name.

462 (1) The assumed name:
463 (a) may not contain any word or phrase that indicates or implies that the business is
464 organized for any purpose other than one or more of the purposes contained in its application;
465 (b) shall be distinguishable from any registered name or trademark of record in the offices
466 of the Division of Corporations and Commercial Code, as defined in Subsection 16-10a-401 (5),
467 except as authorized by the Division of Corporations and Commercial Code pursuant to Subsection
468 (2);
469 (c) without the written consent of the United States Olympic Committee, may not contain
470 the words:
471 (i) "Olympic";
472 (ii) "Olympiad"; or
473 (iii) "Citius Altius Fortius"; [and]
474 (d) without the written consent of the State Board of Regents issued in accordance with
475 Section 53B-5-114 , may not contain the words:
476 (i) "university";
477 (ii) "college"; or
478 (iii) "institute[.]"; and
479 (e) an assumed name authorized for use in this state on or after May 1, 2000, may not
480 contain the words:
481 (i) "incorporated";
482 (ii) "inc."; or
483 (iii) a variation of "incorporated" or "inc."
484 (2) Notwithstanding Subsection (1)(e), an assumed name may contain a word listed in
485 Subsection (1)(e) if the Division of Corporations and Commercial Code authorizes the use of the
486 name by a corporation as defined in:
487 (a) Subsection 16-6-19 (4);
488 (b) Subsection 16-6-19 (7);
489 (c) Subsection 16-10a-102 (11); or
490 (d) Subsection 16-10a-102 (19).
491 [(2)] (3) The Division of Corporations and Commercial Code shall authorize the use of
492 the name applied for if:

493 (a) the name is distinguishable from one or more of the names and trademarks that are on
494 the division's records; or
495 (b) the applicant delivers to the division a certified copy of the final judgment of a court
496 of competent jurisdiction establishing the applicant's right to use the name applied for in this state.
497 [(3)] (4) The assumed name, for purposes of recordation, shall be either translated into
498 English or transliterated into letters of the English alphabet if it is not in English.
499 [(4)] (5) The Division of Corporations and Commercial Code may not approve an
500 application for an assumed name to any person violating [the provisions of] this section.
501 [(5)] (6) The director of the Division of Corporations and Commercial Code shall have the
502 power and authority reasonably necessary to interpret and efficiently administer this section and
503 to perform the duties imposed on the division by this section.
504 [(6)] (7) A name that implies by any word in the name that it is an agency of the state or
505 of any of its political subdivisions, if it is not actually such a legally established agency, may not
506 be approved for filing by the Division of Corporations and Commercial Code.
507 [(7)] (8) Section 16-10a-403 applies to this chapter.
508 [(8)] (9) (a) The requirements of Subsection (1)(d) do not apply to a person who filed a
509 certificate of assumed and of true name with the Division of Corporations and Commercial Code
510 on or before May 4, 1998, until December 31, 1998.
511 (b) On or after January 1, 1999, any person who carries on, conducts, or transacts business
512 in this state under an assumed name shall comply with the requirements of Subsection (1)(d).
513 Section 11. Section 48-2a-102 is amended to read:
514 48-2a-102. Name.
515 (1) The name of each limited partnership as set forth in its certificate of limited
516 partnership:
517 (a) shall contain the terms:
518 (i) "limited partnership";
519 (ii) "limited";
520 (iii) "L.P."; or
521 (iv) "Ltd.";
522 (b) may not contain the name of a limited partner unless:
523 (i) it is the name of a general partner;

524 (ii) it is the corporate name of a corporate general partner; or
525 (iii) the business of the limited partnership had been carried on under that name before the
526 admission of that limited partner;
527 (c) may not contain:
528 (i) the words:
529 (A) "association";
530 (B) "corporation"; or
531 (C) "incorporated";
532 (ii) any abbreviation of a word listed in this Subsection (1)(c); or
533 (iii) any word or abbreviation that is of like import to the words listed in Subsection
534 (1)(c)(i) in any other language;
535 (d) without the written consent of the United States Olympic Committee, may not contain
536 the words:
537 (i) "Olympic";
538 (ii) "Olympiad"; or
539 (iii) "Citius Altius Fortius"; and
540 (e) without the written consent of the State Board of Regents issued in accordance with
541 Section 53B-5-114 , may not contain the words:
542 (i) "university";
543 (ii) "college"; or
544 (iii) "institute."
545 (2)(a) A person or entity other than a limited partnership formed or registered under this
546 title may not use in its name in this state any of the terms:
547 (i) "limited";
548 (ii) "limited partnership";
549 (iii) "Ltd."; or
550 (iv) "L.P."
551 (b) Notwithstanding Subsection (2)(a):
552 (i) a foreign corporation whose actual name includes the word "limited" or "Ltd." may use
553 its actual name in this state if it also uses:
554 (A) "corporation";

555 (B) "incorporated"; or
556 (C) any abbreviation of a word listed in this Subsection (2)(b)(i);
557 (ii) a limited liability company may use in its name in this state the terms:
558 (A) "limited";
559 (B) "limited company";
560 (C) "L.C.";
561 (D) "L.L.C.";
562 (E) "LC"; or
563 (F) "LLC"; and
564 (iii) a limited liability partnership may use the terms "limited liability partnership,"
565 "L.L.P.," or "LLP" in the manner allowed in Section 48-1-45 .
566 (3) Except as authorized by Subsection (4), the name of a limited partnership must be
567 distinguishable as defined in Subsection (5) upon the records of the division from:
568 (a) the name of any limited partnership formed or authorized to transact business in this
569 state;
570 (b) the corporate name of any corporation incorporated or authorized to transact business
571 in this state;
572 (c) any limited partnership name reserved under this chapter;
573 (d) any corporate name reserved under Title 16, Chapter 10a, Utah Revised Business
574 Corporation Act;
575 (e) any fictitious name adopted by a foreign corporation or limited partnership authorized
576 to transact business in this state because its real name is unavailable;
577 (f) any corporate name of a not-for-profit corporation incorporated or authorized to
578 transact business in this state; and
579 (g) any assumed business name, trademark, or service mark registered by the division.
580 (4) (a) A limited partnership may apply to the division for approval to file its certificate
581 under, or to reserve, a name that is not distinguishable upon the division's records from one or
582 more of the names described in Subsection (3).
583 (b) The division shall approve of the name for which application is made under Subsection
584 (4)(a) if:
585 (i) the other person whose name is not distinguishable from the name under which the

586 applicant desires to file:
587 (A) consents to the filing in writing; and
588 (B) submits an undertaking in a form satisfactory to the division to change its name to a
589 name that is distinguishable from the name of the applicant; or
590 (ii) the applicant delivers to the division a certified copy of the final judgment of a court
591 of competent jurisdiction establishing the applicant's right to use in this state the name for which
592 the application is made.
593 (5) A name is distinguishable from other names, trademarks, and service marks registered
594 with the division if it contains one or more different letters or numerals from other names upon the
595 division's records.
596 (6) The following differences are not distinguishing:
597 (a) the terms:
598 (i) "corporation";
599 (ii) "incorporated";
600 (iii) "company";
601 (iv) "limited partnership";
602 (v) "limited";
603 (vi) "L.P."; or
604 (vii) "Ltd.";
605 (b) an abbreviation of a word listed in Subsection (6)(a);
606 (c) the presence or absence of the words or symbols of the words "the," "and," "a," or
607 "plus";
608 (d) differences in punctuation and special characters;
609 (e) differences in capitalization;
610 (f) [for a limited partnership that is formed in or registered as a foreign limited partnership
611 in this state on or after May 4, 1998,] differences between singular and plural forms of words for
612 a limited partnership:
613 (i) formed in or registered as a foreign limited partnership in this state on or after May 4,
614 1998; or
615 (ii) that changes its name on or after May 4, 1998; [or]
616 (g) differences in whether the letters or numbers immediately follow each other or are

617 separated by one or more spaces if:
618 (i) the sequence of letters or numbers is identical; and
619 (ii) the limited partnership:
620 (A) is formed in or registered as a foreign limited partnership in this state on or after May
621 3, 1999[.]; or
622 (B) changes its name on or after May 3, 1999; or
623 (h) differences in abbreviations, for a limited partnership:
624 (i) formed in or registered as a foreign limited partnership in this state on or after May 1,
625 2000; or
626 (ii) that changes its name on or after May 1, 2000.
627 (7) The director of the division shall have the power and authority reasonably necessary
628 to interpret and efficiently administer this section and to perform the duties imposed upon the
629 division by this section.
630 (8) A name that implies that the limited partnership is an agency of this state or any of its
631 political subdivisions, if it is not actually such a legally established agency or subdivision, may not
632 be approved for filing by the division.
633 (9) (a) The requirements of Subsection (1)(e) do not apply to a limited partnership that is
634 formed in or registered as a foreign limited partnership in this state on or before May 4, 1998, until
635 December 31, 1998.
636 (b) On or after January 1, 1999, any limited partnership formed in or registered as a foreign
637 limited partnership in this state shall comply with the requirements of Subsection (1)(e).
638 Section 12. Section 48-2a-202 is amended to read:
639 48-2a-202. Amendment to certificate.
640 (1) A certificate of limited partnership is amended by filing a certificate of amendment
641 with the division. The certificate of amendment shall set forth:
642 (a) the name of the limited partnership;
643 (b) the date of filing the certificate; and
644 (c) the amendment to the certificate.
645 (2) Within [30] 60 days after the happening of any of the following events, an amendment
646 to a certificate of limited partnership reflecting the occurrence of the event or events shall be filed:
647 [(a) the admission of a new general partner;]

648 [(b) the withdrawal of a general partner;]
649 [(c)] (a) the continuation of the business under Section 48-2a-801 after an event of
650 withdrawal of a general partner;
651 [(d)] (b) a change of the registered agent required to be maintained by Section 48-2a-104 ;
652 or
653 [(e)] (c) a change of the limited partnership's principal place of business where the records
654 required to be maintained by Section 48-2a-105 are kept.
655 (3) A general partner who knows or reasonably should know that any statement in a
656 certificate of limited partnership or a certificate of amendment to a certificate of limited
657 partnership was false at the time the certificate was executed [or that any arrangement or other fact
658 described in the certificate have changed,] making the certificate inaccurate in any respect, shall
659 promptly amend the certificate.
660 (4) A certificate of limited partnership may be amended at any time for any other proper
661 purpose the general partners determine.
662 (5) [No] A person [has any liability] may not be held liable because an amendment to a
663 certificate of limited partnership has not been filed to reflect the occurrence of any event referred
664 to in Subsection (2) if the amendment is filed within the [30] 60 days specified in Subsection (2).
665 (6) A restated certificate of limited partnership may be executed and filed in the same
666 manner as a certificate of amendment.
667 Section 13. Section 48-2a-203.5 is amended to read:
668 48-2a-203.5. Involuntary dissolution of certificate.
669 (1) A certificate of limited partnership may be canceled involuntarily by a decree of a
670 district court having competent jurisdiction upon petition by the director of the division, or by a
671 party in interest who shall have standing to bring such an action, when it is established that:
672 (a) the limited partnership procured the issuance of a stamped copy of its certificate of
673 limited partnership or the execution [thereof] of the certificate of limited partnership through fraud,
674 in which case the certificate shall be canceled as of the date of its filing; or
675 (b) the limited partnership has continually exceeded or abused the authority conferred upon
676 it by law or by the partnership agreement.
677 (2) A domestic limited partnership or a foreign limited partnership registered in this state
678 is delinquent if:

679 (a) it does not file an annual report within the time prescribed by this chapter; or
680 (b) it fails to maintain a registered agent in this state for 60 consecutive days.
681 (3) (a) The division shall mail a notice of delinquency of [each] a delinquent limited
682 partnership to [the general partners of]:
683 (i) the registered agent of the limited partnership [at the addresses set forth in the limited
684 partnership's certificate, unless the limited partnership's certificate or registration is already
685 suspended for any reason.]; or
686 (ii) if there is no registered agent of record, at least one general partner of the limited
687 partnership.
688 (b) The notice of delinquency required under Subsection (3)(a) shall state:
689 (i) the nature of the delinquency; and [shall state]
690 (ii) that the limited partnership shall be [suspended,] dissolved unless within 60 days of
691 the mailing of the notice of delinquency it corrects the delinquency [and pays a notification fee
692 within 30 days of the mailing of the notice of delinquency. The notice shall further state that a
693 suspended limited partnership may be reinstated only after payment of a reinstatement fee. A
694 notice of delinquency shall be mailed first-class, postage prepaid].
695 (c) The division shall include with the notice of delinquency any forms necessary to correct
696 the delinquency. [The division shall assess the limited partnership a notification fee as determined
697 under Section 48-2a-1107 .]
698 [(4) A domestic limited partnership or a foreign limited partnership registered in this state
699 that remains delinquent for more than 30 days after mailing of the notice of delinquency under this
700 section shall be suspended. If a limited partnership is suspended under this section, the division
701 shall mail a notice of suspension to the general partners of the limited partnership at the addresses
702 set forth in the limited partnership's certificate, unless the limited partnership's certificate or
703 registration is already suspended for any reason. A notice of suspension shall state:]
704 [(a) that the certificate or registration has been suspended;]
705 [(b) the reason for the suspension;]
706 [(c) the date of the suspension;]
707 [(d) that the limited partnership may remove the suspension by correcting the delinquency
708 and paying a reinstatement fee determined by the division in accordance with Section 48-2a-1107
709 in addition to any fees required by Subsection (3); and]

710 [(e) that the limited partnership's certificate or registration will be canceled involuntarily
711 one year after the date of mailing of the notice of suspension unless the limited partnership has
712 removed the suspension before that time.]
713 [(5) The division shall include an annual report form in the notice of suspension if the
714 suspension is due to failure to file an annual report.]
715 [(6)] (4) (a) If the limited partnership does not remove the [suspension] delinquency within
716 [one year after] 60 days from the date [of mailing of] the division mails the notice of [suspension]
717 delinquency, the limited partnership's certificate or registration [may] shall be [canceled] dissolved
718 involuntarily by the director of the division effective on the date specified in Subsection (4)(c).
719 [The]
720 (b) If a limited partnership's certificate or registration is dissolved under Subsection (4)(a),
721 the division shall mail a certificate of [cancellation] dissolution to:
722 (i) the [general partners] registered agent of the limited partnership [at the addresses set
723 forth in the limited partnership's certificate. No canceled]; or
724 (ii) if there is no registered agent of record, at least one partner of the limited partnership.
725 (c) A limited partnership's date of dissolution is five days from the date the division mailed
726 the certificate of dissolution under Subsection (4)(b).
727 (d) A dissolved limited partnership may not be reinstated except as set forth in Subsection
728 [(7)] (5).
729 (e) Any assumed names filed on behalf of the [canceled] dissolved limited partnership
730 under Section 42-2-5 [also] are canceled. [The]
731 (f) Notwithstanding Subsection (4)(d), the name of a [canceled] dissolved limited
732 partnership and any assumed names filed on its behalf are not available for [one year] 30 days from
733 the date of [cancellation] dissolution for use by any other person:
734 (i) transacting business in this state[,]; or [person]
735 (ii) doing business under an assumed name under Section 42-2-5 .
736 [(7)] (5) Any limited partnership whose certificate or registration has been [canceled]
737 dissolved under this section or Section 48-2a-203 may be reinstated within [one year] two years
738 following [cancellation] the date of dissolution upon:
739 (a) application; and
740 (b) payment of:

741 (i) all penalties; and
742 (ii) all reinstatement fees.
743 [(8)] (6) A limited partner of a limited partnership is not liable as a general partner of the
744 limited partnership solely by reason of the limited partnership having had its limited partnership
745 certificate or registration [suspended or canceled] dissolved.
746 [(9)] (7) A limited partnership that has had its certificate or registration [suspended or
747 canceled] dissolved may not maintain any action, suit, or proceeding in any court of this state until
748 it has [removed the suspension or] reinstated its certificate or registration following [cancellation]
749 dissolution.
750 (8) If the division denies a limited partnership's application for reinstatement following
751 a dissolution under this section, the division shall mail the limited partnership written notice:
752 (a) setting forth the reasons for denying the application; and
753 (b) stating that the limited partnership has the right to appeal the division's determination
754 to the executive director of the Department of Commerce in accordance with Title 63, Chapter
755 46b, Administrative Procedures Act.
756 (9) A notice or certificate mailed under this section shall be:
757 (a) mailed first-class, postage prepaid; and
758 (b) addressed to the most current mailing address appearing on the records of the division
759 for:
760 (i) the registered agent of the limited partnership corporation, if the notice is required to
761 be mailed to the registered agent; or
762 (ii) the partner of the limited partnership that is mailed the notice, if the notice is required
763 to be mailed to a partner of the limited partnership.
764 Section 14. Section 48-2a-210 is amended to read:
765 48-2a-210. Annual report.
766 (1) (a) Each domestic limited partnership, and each foreign limited partnership authorized
767 to transact business in this state, shall file an annual report with the division[,]:
768 (i) during the month of its anniversary date of formation, in the case of domestic limited
769 partnerships[,]; or
770 (ii) during the month of the anniversary date of being granted authority to transact business
771 in this state, in the case of foreign limited partnerships authorized to transact business in this state[,

772 an].
773 (b) The annual report [setting] required by Subsection (1)(a) shall set forth:
774 [(a)] (i) the name of the limited partnership [and];
775 (ii) the state or country under the laws of which it is formed;
776 [(b)] (iii) the name and street address of the agent for service of process required to be
777 maintained by Section 48-2a-104 ; [and]
778 [(c)] (iv) any change of address of a general partner; and
779 (v) a change in the persons constituting the general partners.
780 (2) (a) The annual report required by Subsection (1) shall:
781 (i) be made on forms prescribed and furnished by the division[,]; and [the information
782 contained on the annual report shall be]
783 (ii) contain information that is given as of the date of execution of the annual report.
784 (b) The annual report forms shall include a statement of notice to the limited partnership
785 that failure to file the annual report will result in the [suspension and eventual cancellation]
786 dissolution of [its certificate of]:
787 (i) the limited partnership, in the case of a domestic limited partnership[,]; or [of]
788 (ii) its registration, in the case of a foreign limited partnership authorized to transact
789 business in this state.
790 (c) The annual report shall be signed [under penalty of perjury] by:
791 (i) any general partner[. If] under penalty of perjury; and
792 (ii) if the registered agent has changed since the last annual report or other appointment
793 of a registered agent, [the annual report shall also be signed by] the new registered agent.
794 (3) (a) If the division finds that the annual report required by Subsection (1) conforms to
795 the requirements of this chapter, it shall file the annual report.
796 (b) If the division finds that the annual report required by Subsection (1) does not conform
797 to the requirements of this chapter, [it] the division shall mail the report first-class postage prepaid
798 to the limited partnership at the addresses set forth in the certificate for any necessary corrections.
799 (c) If [a] the division returns an annual report [is returned] in accordance with Subsection
800 (3)(b), the penalties for failure to file the annual report within the time prescribed in Section
801 48-2a-203.5 do not apply, as long as the report is corrected and returned to the division within 30
802 days from the date the nonconforming report was mailed to the limited partnership.

803 Section 15. Section 48-2b-106 is amended to read:
804 48-2b-106. Name -- Exclusive right.
805 (1) The name of each limited liability company as set forth in the articles of organization:
806 (a) shall contain the terms:
807 (i) "limited company";
808 (ii) "limited liability company";
809 (iii) "L.C."; or
810 (iv) "L.L.C.";
811 (b) may not contain:
812 (i) the terms:
813 (A) "association";
814 (B) "corporation";
815 (C) "incorporated";
816 (D) "limited partnership";
817 (E) "limited";
818 (F) "L.P."; or
819 (G) "Ltd."; or
820 (ii) words or any abbreviation with a similar meaning to those described in Subsection
821 (1)(b)(i) in any other language;
822 (c) without the written consent of the United States Olympic Committee, may not contain
823 the words:
824 (i) "Olympic";
825 (ii) "Olympiad"; or
826 (iii) "Citius Altius Fortius"; and
827 (d) without the written consent of the State Board of Regents in accordance with Section
828 53B-5-114 , may not contain the words:
829 (i) "university";
830 (ii) "college"; or
831 (iii) "institute."
832 (2) (a) A person or entity, other than a limited liability company formed or registered under
833 this chapter, may not use in its name in this state any of the terms:

834 (i) "limited liability company";
835 (ii) "limited company";
836 (iii) "L.L.C.";
837 (iv) "L.C.";
838 (v) "LLC"; or
839 (vi) "LC".
840 (b) Notwithstanding Subsection (2)(a):
841 (i) a foreign corporation whose actual name includes the word "limited" or "Ltd." may use
842 its actual name in this state if it also uses:
843 (A) "corporation";
844 (B) "incorporated"; or
845 (C) an abbreviation of the words listed in this Subsection (2)(b)(i); or
846 (ii) a limited liability partnership may use in its name the terms:
847 (A) "limited liability partnership";
848 (B) "L.L.P."; or
849 (C) "LLP".
850 (3) Except as authorized by Subsection (4), the name of a limited liability company must
851 be distinguishable as defined in Subsection (5) upon the records of the division from:
852 (a) the name of any limited partnership formed or authorized to transact business in this
853 state;
854 (b) the name of any limited liability company formed or authorized to transact business
855 in this state;
856 (c) the corporate name of any corporation incorporated or authorized to transact business
857 in the state;
858 (d) any limited partnership name reserved under this chapter;
859 (e) any limited liability company name reserved under this chapter;
860 (f) any corporate name reserved under:
861 (i) Title 16, Chapter 10a, Utah Revised Business Corporation Act, as amended; or
862 (ii) Title 16, Chapter 6, Utah Nonprofit Corporation and Cooperative Association Act, as
863 amended;
864 (g) any fictitious name adopted by a foreign corporation, limited partnership, or limited

865 liability company authorized to transact business in this state because its real name is unavailable;
866 (h) any corporate name of a not-for-profit corporation incorporated or authorized to
867 transact business in this state; and
868 (i) any assumed name, trademark, or service mark registered by the division.
869 (4) (a) A limited liability company may apply to the division for approval to file its articles
870 of organization under or to reserve a name that is not distinguishable upon the division's records
871 from one or more of the names described in Subsection (3).
872 (b) The division shall approve the name for which the company applies under Subsection
873 (4)(a) if:
874 (i) the other person whose name is not distinguishable from the name under which the
875 applicant desires to file:
876 (A) consents to the filing in writing; and
877 (B) submits an undertaking in a form satisfactory to the division to change its name to a
878 name that is distinguishable from the name of the applicant; or
879 (ii) the applicant delivers to the division a certified copy of the final judgment of a court
880 of competent jurisdiction establishing the applicant's right to use the name in this state.
881 (5) A name is distinguishable from other names, trademarks, and service marks registered
882 with the division if it contains one or more different letters or numerals from other names upon the
883 division's records.
884 (6) The following differences are not distinguishing:
885 (a) the terms:
886 (i) "corporation";
887 (ii) "incorporated";
888 (iii) "company";
889 (iv) "limited partnership";
890 (v) "limited";
891 (vi) "L.P.";
892 (vii) "Ltd.";
893 (viii) "limited liability company";
894 (ix) "limited company";
895 (x) "L.C."; or

896 (xi) "L.L.C.";
897 (b) an abbreviation of a word listed in Subsection (6)(a);
898 (c) the presence or absence of the words or symbols of the words "the," "and," "a," or
899 "plus";
900 (d) differences in punctuation and special characters;
901 (e) differences in capitalization;
902 (f) [for a limited liability company that is formed in or registered as a foreign limited
903 liability company in this state on or after May 4, 1998,] differences between singular and plural
904 forms of words for a limited liability company:
905 (i) formed in or registered as a foreign limited liability company in this state on or after
906 May 4, 1998; or
907 (ii) that changes its name on or after May 4, 1998; [or]
908 (g) differences in whether the letters or numbers immediately follow each other or are
909 separated by one or more spaces if:
910 (i) the sequence of letters or numbers is identical; and
911 (ii) the limited liability company:
912 (A) is formed in or registered as a foreign limited liability company in this state on or after
913 May 3, 1999[.]; or
914 (B) changes its name on or after May 3, 1999; or
915 (h) differences in abbreviations, for a limited liability company:
916 (i) formed in or registered as a foreign limited liability company in this state on or after
917 May 1, 2000; or
918 (ii) that changes its name on or after May 1, 2000.
919 (7) The director of the division shall have the power and authority reasonably necessary
920 to interpret and efficiently administer this section and to perform the duties imposed on the
921 division by this section.
922 (8) A name that implies that a limited liability company is an agency of this state or any
923 of its political subdivisions, if it is not actually such a legally established agency or subdivision,
924 may not be approved for filing by the division.
925 (9) The exclusive right to a name may be reserved by:
926 (a) any person intending to:

927 (i) organize a limited liability company under this chapter; and
928 (ii) adopt that name;
929 (b) any limited liability company or any foreign limited liability company registered in this
930 state intending to adopt that name;
931 (c) any foreign limited liability company intending to:
932 (i) register in this state; and
933 (ii) adopt that name; and
934 (d) any person intending to:
935 (i) organize a foreign limited liability company;
936 (ii) have the company register in this state; and
937 (iii) adopt that name.
938 (10) (a) The reservation described in Subsection (9)(a) shall be made by filing with the
939 division an application executed under penalty of perjury by the applicant to reserve a specified
940 name.
941 (b) If the division finds that the name is available for use by a limited liability company
942 or a foreign limited liability company, it shall reserve the name exclusively for the applicant for
943 a period of 120 days. The name reservation may be renewed for any number of subsequent periods
944 of 120 days.
945 (c) The exclusive right to a reserved name may be transferred to any other person by filing
946 with the division a notice of the transfer executed under penalty of perjury by the applicant for
947 whom the name was reserved and specifying the name and address of the transferee.
948 (11) (a) The requirements of Subsection (1)(d) do not apply to a limited liability company
949 that is formed in or registered as a foreign limited liability company in this state on or before May
950 4, 1998, until December 31, 1998.
951 (b) On or after January 1, 1999, any limited liability company formed in or registered as
952 a foreign limited liability company in this state shall comply with the requirements of Subsection
953 (1)(d).
954 Section 16. Section 48-2b-120 is amended to read:
955 48-2b-120. Annual report.
956 (1) (a) Each limited liability company and each foreign limited liability company
957 authorized to transact business in this state shall file an annual report with the division[,]:

958 (i) during the month of its anniversary date of formation, in the case of domestic limited
959 liability companies[,]; or
960 (ii) during the month of the anniversary date of being granted authority to transact business
961 in this state, in the case of foreign limited liability companies authorized to transact business in this
962 state[, an].
963 (b) The annual report [setting] required by Subsection (1)(a) shall set forth:
964 [(a)] (i) the name of the limited liability company [and];
965 (ii) the state or country under the laws of which it is formed;
966 [(b)] (iii) the street address of the registered office [and];
967 (iv) the name of the agent for service of process at [that] the address listed in Subsection
968 (1)(b)(iii), as required to be maintained under Section 48-2b-123 ;
969 [(c)] (v) if there is a change of the registered agent required to be maintained by Section
970 48-2b-123 ;
971 [(d) ] (vi) if the street address or legal name of any manager or member with management
972 authority named in the articles of organization of a domestic limited liability company, or named
973 in the application for the registration of a foreign limited liability company, has changed, the new
974 street address or legal name of the member or manager; and
975 [(e)] (vii) any change in the persons constituting the managers or members with
976 management authority, of a domestic or foreign limited liability company.
977 [(2) A change in the person constituting the managers, or members with management
978 authority, of a domestic limited liability company shall be reflected in amended articles of
979 organization, as provided in Section 48-2b-121 .]
980 [(3)] (2) (a) The annual report required by Subsection (1) shall:
981 (i) be made on forms prescribed and furnished by the division[,]; and [the information
982 contained on the annual report shall be]
983 (ii) contain information that is given as of the date of execution of the annual report.
984 (b) The annual report forms shall include a statement notifying the limited liability
985 company that failure to file the annual report will result in the [suspension and eventual
986 cancellation of its certificate] dissolution of:
987 (i) the organization, in the case of a domestic limited liability company[,]; or [of]
988 (ii) its registration, in the case of a foreign limited liability company authorized to transact

989 business in this state.
990 [(4)] (3) The annual report shall be signed by:
991 (a) any manager or member with management authority[. If] under penalty of perjury; and
992 (b) if the registered agent has changed since the last annual report, [the annual report shall
993 also be signed by] the new registered agent.
994 [(5)] (4) (a) If the annual report conforms to the requirements of this chapter, the division
995 shall file the report.
996 (b) If the annual report does not conform, the division shall mail the report first class
997 postage prepaid to the limited liability company at the street address set forth for its agent for
998 service of process in the certificate of organization or most recent annual report, for any necessary
999 corrections.
1000 (c) If [a] the division returns an annual report [is returned] in accordance with Subsection
1001 (4)(b), the penalties for failure to file the annual report within the time prescribed in this section
1002 do not apply, as long as the annual report is corrected and returned to the division within 30 days
1003 from the date the nonconforming report was mailed to the limited liability company.
1004 Section 17. Section 48-2b-121 is amended to read:
1005 48-2b-121. When amendments to the articles of organization are required.
1006 (1) The articles of organization of a limited liability company shall be amended when:
1007 (a) there is a change in the name of the limited liability company;
1008 (b) there is a change in the character of the business of the limited liability company
1009 specified in the articles of organization;
1010 (c) there is a false or erroneous statement in the articles of organization;
1011 (d) there is a change in the time for the dissolution of the limited liability company that
1012 is:
1013 (i) stated in the articles of organization; or
1014 (ii) provided for in Subsection 48-2b-116 (4); or
1015 [(e) there is a change in:]
1016 [(i) who is a manager of the limited liability company; or]
1017 [(ii) if the limited liability company is managed by its members, who is a member of the
1018 limited liability company; or]
1019 [(f)] (e) the members desire to make a change in any other statement in the articles of

1020 organization in order for the articles to accurately represent the agreement among the members.
1021 (2) Each limited liability company shall file with the division a copy of any amendment
1022 to the articles within 60 days after the adoption of the amendment.
1023 (3) A limited liability company is not required to amend its articles of organization to
1024 report a change in:
1025 (a) the street or mailing address of a manager or member with management authority; or
1026 (b) the legal name of a manager or member with management authority.
1027 Section 18. Section 48-2b-142 is amended to read:
1028 48-2b-142. Involuntary dissolution.
1029 (1) A limited liability company may be dissolved involuntarily by order of any court of
1030 competent jurisdiction in an action filed by the attorney general or the director of the division when
1031 it is established that the limited liability company:
1032 (a) obtained the issuance of its certificate of organization or of its execution through fraud,
1033 in which case the certificate of organization shall be canceled as of the date of its filing;
1034 (b) continually exceeded or abused the authority conferred upon it by law or by the
1035 operating agreement;
1036 (c) committed a violation of any provision of law whereby it has forfeited its charter;
1037 (d) carried on, conducted, or transacted its business in a persistently fraudulent or illegal
1038 manner;
1039 (e) abused its powers contrary to the public policy of the state; or
1040 (f) failed to amend its articles of organization as required by Section 48-2b-121 .
1041 (2) A limited liability company or a foreign liability company registered in this state is
1042 delinquent if:
1043 (a) it does not file an annual report within the time prescribed by this chapter; or
1044 (b) it fails to maintain a registered agent in this state for 60 consecutive days.
1045 (3) (a) [Unless the limited liability company's certificate of organization is already
1046 suspended for any reason, the] The division shall mail a notice of delinquency of each delinquent
1047 limited liability company to:
1048 (i) the [managers] registered agent of the limited liability company [at the addresses set
1049 forth in the limited liability company's articles of organization, or, if the limited liability company
1050 is managed by its members, then to the members at the addresses set forth in the limited liability

1051 company's articles of organization.]; or
1052 (ii) if there is no registered agent of record, at least one manager of the limited liability
1053 company.
1054 (b) The notice of delinquency shall state:
1055 (i) the nature of the delinquency; and
1056 (ii) that the limited liability company shall be [suspended] dissolved, unless it corrects the
1057 delinquency [and pays a notification fee] within [30] 60 days of the mailing of the notice of
1058 delinquency[; and].
1059 [(iii) that a suspended limited liability company may be reinstated only after payment of
1060 a reinstatement fee.]
1061 [(b) A notice of delinquency shall be mailed first class, postage prepaid.]
1062 (c) The division shall include with the notice any forms necessary to correct the
1063 delinquency.
1064 [(d) The division shall assess the limited liability company a notification fee, as
1065 determined under Section 63-38-3.2 .]
1066 [(4) (a) A limited liability company, or a foreign limited liability company registered in
1067 this state, that remains delinquent for more than 30 days after the mailing of the notice of
1068 delinquency under this section shall be suspended.]
1069 [(b) Unless the limited liability company's certificate of organization is already suspended
1070 for any reason, if a limited liability company is suspended under this section, the division shall
1071 mail a notice of suspension to the managers of the limited liability company at the addresses set
1072 forth in the limited liability company's articles of organization, or, if the limited liability company
1073 is managed by its members, then to the members at the addresses set forth in the limited liability
1074 company's articles of organization.]
1075 [(c) The notice of suspension shall state:]
1076 [(i) that the certificate of organization has been suspended;]
1077 [(ii) the reason for the suspension;]
1078 [(iii) the date of the suspension;]
1079 [(iv) that the limited liability company may remove the suspension by correcting the
1080 delinquency and paying a reinstatement fee determined by the division in accordance with Section
1081 63-38-3.2 , in addition to any fees required by Subsection (3); and]

1082 [(v) that the limited liability company's certificate of organization will be canceled
1083 involuntarily one year after the date of mailing of the notice of suspension unless the limited
1084 liability company has removed the suspension before that time.]
1085 [(5) The division shall include an annual report form in the notice of suspension if the
1086 suspension is due to failure to file an annual report.]
1087 [(6)] (4) (a) If the limited liability company does not remove the [suspension] delinquency
1088 within [one year] 60 days after the date of mailing of the notice of [suspension] delinquency, the
1089 limited liability company's certificate of organization [may] shall be [canceled] dissolved
1090 involuntarily by the director of the division effective on the date specified in Subsection (4)(c).
1091 [The]
1092 (b) If a limited liability's certificate of organization is dissolved under Subsection (4)(a),
1093 the division shall mail a certificate of [cancellation] dissolution to [the managers]:
1094 (i) the registered agent of the limited liability company [at the address set forth in the
1095 limited liability company's articles of organization, or, if the limited liability company is managed
1096 by its members, then to the members at the addresses set forth in the limited liability company's
1097 articles of organization. No canceled]; or
1098 (ii) if there is no registered agent of record, at least one manager of the limited liability
1099 company.
1100 (c) A limited liability company's date of dissolution is five days from the date the division
1101 mailed a certificate of dissolution under Subsection (4)(b).
1102 (d) A dissolved limited liability company may not be reinstated, except as set forth in
1103 Subsection (7).
1104 (e) Any assumed names filed on behalf of the [canceled] dissolved limited liability
1105 company under [Section 48-2b-106 also] Title 42, Chapter 2, Conducting Business Under an
1106 Assumed Name, are [canceled. The] canceled.
1107 (f) Notwithstanding Subsection (4)(d), the name of a [canceled] dissolved limited liability
1108 company and any assumed names on its behalf are not available for [one year] 30 days from the
1109 date of [cancellation] dissolution for use by any other person:
1110 (i) transacting business in this state[,]; or [person]
1111 (ii) doing business under an assumed name under [Section 48-2b-106 ] Title 42, Chapter
1112 2, Conducting Business Under an Assumed Name.

1113 (7) Any limited liability company whose certificate of organization has been [canceled]
1114 dissolved under Section 48-2b-141 or this section may be reinstated within [one year] two years
1115 following [cancellation] dissolution upon:
1116 (a) application; and
1117 (b) payment of:
1118 (i) all penalties; and
1119 (ii) all reinstatement fees.
1120 (8) A member of a limited liability company has no personal liability solely by reason of
1121 the limited liability company having had its certificate of organization [suspended or canceled]
1122 dissolved.
1123 (9) A limited liability company that has had its certificate or registration [suspended or
1124 canceled] dissolved may not maintain any action, suit, or proceeding in any court of this state until
1125 it has [removed the suspension or] reinstated its certificate or registration following [cancellation]
1126 dissolution.
1127 (10) If the division denies a limited liability company's application for reinstatement
1128 following a dissolution under this section, the division shall mail the limited liability company
1129 written notice:
1130 (a) setting forth the reasons for denying the application; and
1131 (b) stating that the limited liability company has the right to appeal the division's
1132 determination to the executive director of the Department of Commerce in accordance with Title
1133 63, Chapter 46b, Administrative Procedures Act.
1134 (11) A notice or certificate mailed under this section shall be:
1135 (a) mailed first-class, postage prepaid; and
1136 (b) addressed to the most current mailing address appearing on the records of the division
1137 for:
1138 (i) the registered agent of the limited liability company, if the notice is required to be
1139 mailed to the registered agent; or
1140 (ii) the manager of the limited liability company that is mailed the notice, if the notice is
1141 required to be mailed to a manager of the limited liability company.
1142 Section 19. Repealer.
1143 This act repeals:

1144 Section 16-6-99.1, Suspension -- Notice -- Failure to remove suspension.




Legislative Review Note
as of 1-31-00 3:33 PM

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

Office of Legislative Research and General Counsel