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First Substitute H.B. 114
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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 [
41 (b) the state or country under whose laws it is incorporated;
42 [
43 (d) the name of its registered agent in this state at [
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 [
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 [
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 [
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, [
58
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[
62
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 [
71 delinquency to [
72
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 [
77 (ii) that the corporation shall be [
78 mailing of the notice of delinquency it corrects the delinquency [
79
80
81 [
82 (i) mail a notice of delinquency [
83
84 section; and
85 (ii) include with the notice of delinquency any forms necessary to correct the delinquency.
86 [
87
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) Except as provided in Subsection (4)(b), if a corporation is dissolved, the corporation
100 may not do business in its corporate 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, any assumed names filed on behalf of the dissolved
104 corporation under Title 42, Chapter 2, Conducting Business Under an Assumed Name, are
105 canceled.
106 (g) Notwithstanding Subsection (3)(f), the name of a corporation that is dissolved and any
107 assumed name filed on its behalf are not available for two years from the date of dissolution for
108 use by any other person:
109 (i) transacting business in this state; or
110 (ii) doing business under an assumed name under Title 42, Chapter 2, Conducting
111 Business Under an Assumed Name.
112 (h) Notwithstanding Subsection (3)(f), if the corporation that is dissolved is reinstated in
113 accordance with this section, the registration of the name of the corporation and any assumed
114 names filed on its behalf are reinstated back to the date of dissolution.
115 (4) (a) Except as provided in Subsection (4)(b), a corporation dissolved under this section
116 continues its corporate existence but may not carry on any business except the business necessary
117 to wind up and liquidate its business and affairs.
118 (b) If the corporation is reinstated in accordance with this section, business conducted by
119 the corporation during a period of administrative dissolution is unaffected by the dissolution.
120 (5) A corporation that is dissolved under this section or Section 16-6-62 may be reinstated
121 if within two years from the date of dissolution the corporation:
122 (a) files with the division:
123 (i) an application for reinstatement; and
124 (ii) a certificate from the State Tax Commission that all taxes owed by the corporation
125 have been paid; and
126 (b) pays all:
127 (i) past-due taxes;
128 (ii) penalties; and
129 (iii) reinstatement fees.
130 (6) If the division denies a corporation's application for reinstatement following a
131 dissolution under this section, the division shall mail the corporation written notice:
132 (a) setting forth the reasons for denying the application; and
133 (b) stating that the corporation has the right to appeal the division's determination to the
134 executive director of the Department of Commerce in accordance with Title 63, Chapter 46b,
135 Administrative Procedures Act.
136 (7) A notice or certificate mailed under this section shall be:
137 (a) mailed first-class, postage prepaid; and
138 (b) addressed to the most current mailing address appearing on the records of the division
139 for:
140 (i) the registered agent of the corporation, if the notice or certificate is required to be
141 mailed to the registered agent; or
142 (ii) the officer of the corporation that is sent the notice or certificate, if the notice or
143 certificate is required to be mailed to an officer of the corporation.
144 Section 3. Section 16-10a-401 is amended to read:
145 16-10a-401. Corporate name.
146 (1) The name of a corporation:
147 (a) except for the name of a depository institution as defined in Section 7-1-103 , must
148 contain:
149 (i) the word:
150 (A) "corporation";
151 (B) "incorporated"; or
152 (C) "company";
153 (ii) the abbreviation:
154 (A) "corp.";
155 (B) "inc."; or
156 (C) "co."; or
157 (iii) words or abbreviations of like import to the words or abbreviations listed in
158 Subsections (1)(a)(i) and (ii) in another language;
159 (b) may not contain language stating or implying that the corporation is organized for a
160 purpose other than that permitted by:
161 (i) Section 16-10a-301 ; and
162 (ii) the corporation's articles of incorporation;
163 (c) without the written consent of the United States Olympic Committee, may not contain
164 the words:
165 (i) "Olympic";
166 (ii) "Olympiad"; or
167 (iii) "Citius Altius Fortius"; and
168 (d) without the written consent of the State Board of Regents issued in accordance with
169 Section 53B-5-114 , may not contain the words:
170 (i) "university";
171 (ii) "college"; or
172 (iii) "institute."
173 (2) Except as authorized by Subsections (3) and (4), the name of a corporation must be
174 distinguishable, as defined in Subsection (5), upon the records of the division from:
175 (a) the name of any domestic corporation incorporated in or foreign corporation authorized
176 to transact business in this state;
177 (b) the name of any domestic or foreign nonprofit corporation incorporated or authorized
178 to transact business in this state;
179 (c) the name of any domestic or foreign limited liability company formed or authorized
180 to transact business in this state;
181 (d) the name of any limited partnership formed or authorized to transact business in this
182 state;
183 (e) any name reserved or registered with the division for a corporation, limited liability
184 company, or general or limited partnership, under the laws of this state; and
185 (f) any business name, fictitious name, assumed name, trademark, or service mark
186 registered by the division.
187 (3) (a) A corporation may apply to the division for authorization to file its articles of
188 incorporation under, or to register or reserve, a name that is not distinguishable upon its records
189 from one or more of the names described in Subsection (2).
190 (b) The division shall approve the application filed under Subsection (3)(a) if:
191 (i) the other person whose name is not distinguishable from the name under which the
192 applicant desires to file, or which the applicant desires to register or reserve:
193 (A) consents to the filing, registration, or reservation in writing; and
194 (B) submits an undertaking in a form satisfactory to the division to change its name to a
195 name that is distinguishable from the name of the applicant; or
196 (ii) the applicant delivers to the division a certified copy of the final judgment of a court
197 of competent jurisdiction establishing the applicant's right to make the requested filing in this state
198 under the name applied for.
199 (4) A corporation may make a filing under the name, including the fictitious name, of
200 another domestic or foreign corporation that is used or registered in this state if:
201 (a) the other corporation is incorporated or authorized to transact business in this state; and
202 (b) the filing corporation:
203 (i) has merged with the other corporation; or
204 (ii) has been formed by reorganization of the other corporation.
205 (5) (a) A name is distinguishable from other names, trademarks, and service marks on the
206 records of the division if it:
207 (i) contains one or more different letters or numerals; or
208 (ii) has a different sequence of letters or numerals from the other names on the division's
209 records.
210 (b) Differences which are not distinguishing are:
211 (i) the words or abbreviations of the words:
212 (A) "corporation";
213 (B) "company";
214 (C) "incorporated";
215 (D) "limited partnership";
216 (E) "L.P.";
217 (F) "limited";
218 (G) "ltd.";
219 (H) "limited liability company";
220 (I) "limited company";
221 (J) "L.C."; or
222 (K) "L.L.C.";
223 (ii) the presence or absence of the words or symbols of the words "the," "and," or "a";
224 (iii) differences in punctuation and special characters;
225 (iv) differences in capitalization;
226 (v) [
227
228 (A) incorporated in or authorized to do business in this state on or after May 4, 1998; or
229 (B) that changes its name on or after May 4, 1998; [
230 (vi) differences in whether the letters or numbers immediately follow each other or are
231 separated by one or more spaces if:
232 (A) the sequence of letters or numbers is identical; and
233 (B) the corporation:
234 (I) is incorporated in or authorized to do business in this state on or after May 3, 1999[
235 or
236 (II) changes its name on or after May 3, 1999; or
237 (vii) differences in abbreviations, for a corporation:
238 (A) incorporated in or authorized to do business in this state on or after May 1, 2000; or
239 (B) that changes its name on or after May 1, 2000.
240 (c) The director of the division has the power and authority reasonably necessary to
241 interpret and efficiently administer this section and to perform the duties imposed on the division
242 by this section.
243 (6) A name that implies that the corporation is an agency of this state or of any of its
244 political subdivisions, if it is not actually such a legally established agency or subdivision, may not
245 be approved for filing by the division.
246 (7) (a) The requirements of Subsection (1)(d) do not apply to a corporation incorporated
247 in or authorized to do business in this state on or before May 4, 1998, until December 31, 1998.
248 (b) On or after January 1, 1999, any corporation incorporated in or authorized to do
249 business in this state shall comply with the requirements of Subsection (1)(d).
250 Section 4. Section 16-10a-1421 is amended to read:
251 16-10a-1421. Procedure for and effect of administrative dissolution.
252 (1) If the division determines that one or more grounds exist under Section 16-10a-1420
253 for dissolving a corporation, it shall [
254
255 (a) the division's determination that one or more grounds exist for dissolving; and
256 (b) the grounds for dissolving the corporation.
257 (2) (a) If the corporation does not correct each ground for dissolution, or demonstrate to
258 the reasonable satisfaction of the division that each ground does not exist, within 60 days after
259 [
260 administratively dissolve the corporation.
261 (b) [
262 mail written notice of the administrative dissolution [
263
264 in Subsection (2)(d).
265 (c) The division shall [
266 (i) the last registered agent of the dissolved corporation[
267 (ii) if there is no registered agent of record, at least one officer of the corporation.
268 (d) A corporation's date of dissolution is five days after the date the division mails the
269 written notice of dissolution under Subsection (2)(b).
270 (e) On the date of dissolution, any assumed names filed on behalf of the dissolved
271 corporation under Title 42, Chapter 2, Conducting Business Under an Assumed Name, are
272 canceled.
273 (f) Notwithstanding Subsection (2)(e), the name of the corporation that is dissolved and
274 any assumed names filed on its behalf are not available for two years from the date of dissolution
275 for use by any other person:
276 (i) transacting business in this state; or
277 (ii) doing business under an assumed name under Title 42, Chapter 2, Conducting
278 Business Under an Assumed Name.
279 (g) Notwithstanding Subsection (2)(e), if the corporation that is dissolved is reinstated in
280 accordance with Section 16-10a-1422 , the registration of the name of the corporation and any
281 assumed names filed on its behalf are reinstated back to the date of dissolution.
282 (3) (a) [
283 dissolved under this section continues its corporate existence but may not carry on any business
284 except:
285 (i) the business necessary to wind up and liquidate its business and affairs under Section
286 16-10a-1405 ; and
287 (ii) to give notice to claimants in the manner provided in Sections 16-10a-1406 and
288 16-10a-1407 .
289 (b) If the corporation is reinstated in accordance with Section 16-10a-1422 , business
290 conducted by the corporation during a period of administrative dissolution is unaffected by the
291 dissolution.
292 (4) The administrative dissolution of a corporation does not terminate the authority of its
293 registered agent.
294 (5) (a) Upon the administrative dissolution of a corporation, the division shall be an agent
295 of the dissolved corporation for purposes of service of process.
296 (b) Service of process on the division under this Subsection (5) is service on the dissolved
297 corporation.
298 (c) Upon receipt of process under this Subsection (5), the division shall deliver a copy of
299 the process to the dissolved corporation at its principal office.
300 (6) A notice mailed under this section shall be:
301 (a) mailed first-class, postage prepaid; and
302 (b) addressed to the most current mailing address appearing on the records of the division
303 for:
304 (i) the registered agent of the corporation, if the notice is required to be mailed to the
305 registered agent; or
306 (ii) the officer of the corporation that is mailed the notice, if the notice is required to be
307 mailed to an officer of the corporation.
308 Section 5. Section 16-10a-1422 is amended to read:
309 16-10a-1422. Reinstatement following dissolution.
310 (1) A corporation [
311 may apply to the division for reinstatement within two years after the effective date of dissolution
312 by delivering to the division for filing an application for reinstatement that states:
313 (a) the effective date of [
314 (b) the corporation's corporate name as of [
315 [
316 [
317 (e) that the name stated in Subsection (1)(d) satisfies the requirements of Section
318 16-10a-401 ;
319 [
320 by the corporation to the State Tax Commission, or otherwise imposed by applicable laws of this
321 state have been paid;
322 [
323 (h) the name of its registered agent at [
324 [
325 (2) The corporation shall include in or with the application for reinstatement:
326 (a) the written consent to appointment by the designated registered agent[
327 (b) a certificate from the State Tax Commission reciting that all taxes owed by the
328 corporation have been paid.
329 (3) If the division determines that the application for reinstatement contains the
330 information required by Subsections (1) and (2) and that the information is correct, the division
331 shall revoke the administrative dissolution. The division shall [
332 the manner provided in [
333 (a) the revocation; and
334 (b) the effective date of the revocation.
335 (4) When the reinstatement is effective, it relates back to the effective date of the
336 administrative dissolution [
337 (a) an act of the corporation during the period of dissolution is effective and enforceable
338 as if the administrative dissolution had never occurred; and
339 (b) the corporation may carry on its business, under the name stated pursuant to Subsection
340 (1)[
341 Section 6. Section 16-10a-1423 is amended to read:
342 16-10a-1423. Appeal from denial of reinstatement.
343 If the division denies a corporation's application for reinstatement under Section
344 16-10a-1422 following administrative dissolution, the division shall [
345 in the manner provided in [
346 (1) setting forth the reasons for denying the application; and
347 (2) stating that the corporation has the right to appeal the division's determination to the
348 executive director of the Department of Commerce in accordance with Title 63, Chapter 46b,
349 Administrative Procedures Act.
350 Section 7. Section 16-10a-1531 is amended to read:
351 16-10a-1531. Procedure for and effect of revocation.
352 (1) If the division determines that one or more grounds exist under Section 16-10a-1530
353 for revoking the authority of a foreign corporation to transact business in this state, the division
354 shall [
355 written notice of:
356 (a) the division's determination that one or more grounds exist for revocation; and
357 (b) the grounds for revocation.
358 (2) (a) If the foreign corporation does not correct each ground for revocation or
359 demonstrate to the reasonable satisfaction of the division that each ground determined by the
360 division does not exist, within 60 days after [
361 the division [
362 (b) [
363 under Subsection (2)(a), the division shall [
364
365 (i) revocation; and
366 (ii) the effective date of the revocation.
367 (c) The division shall [
368 (i) the last registered agent of the foreign corporation[
369 (ii) if there is no registered agent of record, at least one officer of the corporation.
370 (3) The authority of a foreign corporation to transact business in this state ceases on the
371 date shown on the division's certificate revoking the corporation's certificate of authority.
372 (4) Revocation of a foreign corporation's authority to transact business in this state does
373 not terminate the authority of the registered agent of the corporation.
374 (5) (a) Upon the revocation of a foreign corporation's authority to transact business in this
375 state, the division becomes an agent for the foreign corporation for service of process in any
376 proceeding based on a cause of action [
377 (i) transacted business in this state; or
378 (ii) was authorized to transact business in this state.
379 (b) Service of process on the division under this Subsection (5) is service on the foreign
380 corporation.
381 (c) Upon receipt of process under this Subsection (5), the division shall mail a copy of the
382 process to the foreign corporation at its principal office.
383 (6) A notice mailed under this section shall be:
384 (a) mailed first-class, postage prepaid; and
385 (b) addressed to the most current mailing address appearing on the records of the division
386 for:
387 (i) the registered agent of the foreign corporation, if the notice is required to be mailed to
388 the registered agent; or
389 (ii) the officer of the foreign corporation that is mailed the notice, if the notice is required
390 to be mailed to an officer of the foreign corporation.
391 Section 8. Section 16-10a-1532 is amended to read:
392 16-10a-1532. Appeal from revocation.
393 (1) A foreign corporation may appeal the division's revocation of its authority to transact
394 business in this state to the district court of the county in this state where the last registered or
395 principal office of the corporation was located or in Salt Lake County, within 30 days after [
396
397 corporation appeals by petitioning the court to set aside the revocation and attaching to the petition
398 copies of the corporation's application for authority to transact business, and any amended
399 applications, each as filed with the division, and the division's notice of revocation.
400 (2) The court may summarily order the division to reinstate the authority of the foreign
401 corporation to transact business in this state or it may take any other action it considers appropriate.
402 (3) The court's final decision may be appealed as in other civil proceedings.
403 Section 9. Section 16-11-16 is enacted to read:
404 16-11-16. Corporate name.
405 (1) The name of each professional corporation as set forth in its articles of incorporation:
406 (a) shall contain the terms:
407 (i) "professional corporation"; or
408 (ii) "P.C.";
409 (b) may not contain the words:
410 (i) "incorporated"; or
411 (ii) "inc.";
412 (c) may not contain language stating or implying that the professional corporation is
413 organized for a purpose other than that permitted by:
414 (i) Section 16-11-6 ; and
415 (ii) the professional corporation's articles of incorporation;
416 (d) without the written consent of the United States Olympic Committee, may not contain
417 the words:
418 (i) "Olympic";
419 (ii) "Olympiad"; or
420 (iii) "Citius Altius Fortius"; and
421 (e) without the written consent of the State Board of Regents in accordance with Section
422 53B-5-114 , may not contain the words:
423 (i) "university";
424 (ii) "college"; or
425 (iii) "institute."
426 (2) The professional corporation may not imply by any word in the name that it is an
427 agency of the state or of any of its political subdivisions.
428 (3) A person, other than a professional corporation formed or registered under this chapter,
429 may not use in its name in this state any of the terms:
430 (a) "professional corporation"; or
431 (b) "P.C."
432 (4) Except as authorized by Subsection (5), the name of the professional corporation must
433 be distinguishable, as defined in Subsection (6), upon the records of the division from:
434 (a) the name of any domestic corporation incorporated in or foreign corporation authorized
435 to transact business in this state;
436 (b) the name of any domestic or foreign nonprofit corporation incorporated or authorized
437 to transact business in this state;
438 (c) the name of any domestic or foreign limited liability company formed or authorized
439 to transact business in this state;
440 (d) the name of any limited partnership formed or authorized to transact business in this
441 state;
442 (e) any name reserved or registered with the division for a corporation, limited liability
443 company, or general or limited partnership, under the laws of this state; and
444 (f) any business name, fictitious name, assumed name, trademark, or service mark
445 registered by the division.
446 (5) (a) A professional corporation may apply to the division for authorization to file its
447 articles of incorporation under, or to register or reserve, a name that is not distinguishable upon
448 its records from one or more of the names described in Subsection (4).
449 (b) The division shall approve the application filed under Subsection (5)(a) if:
450 (i) the other person whose name is not distinguishable from the name under which the
451 applicant desires to file, or which the applicant desires to register or reserve:
452 (A) consents to the filing, registration, or reservation in writing; and
453 (B) submits an undertaking in a form satisfactory to the division to change its name to a
454 name that is distinguishable from the name of the applicant; or
455 (ii) the applicant delivers to the division a certified copy of the final judgment of a court
456 of competent jurisdiction establishing the applicant's right to make the requested filing in this state
457 under the name applied for.
458 (6) (a) A name is distinguishable from other names, trademarks, and service marks
459 registered with the division if it:
460 (i) contains one or more different letters or numerals from other names upon the division's
461 records; or
462 (ii) has a different sequence of letter or numerals from the other names on the division's
463 records.
464 (b) The following differences are not distinguishable:
465 (i) the words or abbreviations of the words:
466 (A) "corporation";
467 (B) "incorporated";
468 (C) "company";
469 (D) "limited partnership";
470 (E) "limited";
471 (F) "L.P.";
472 (G) "Ltd.";
473 (H) "limited liability company";
474 (I) "limited company";
475 (J) "L.C."; or
476 (K) "L.L.C.";
477 (ii) the presence or absence of the words or symbols of the words "the," "and," "a," or
478 "plus";
479 (iii) differences in punctuation and special characters;
480 (iv) differences in capitalization; or
481 (v) differences in abbreviations.
482 (7) The director of the division shall have the power and authority reasonably necessary
483 to interpret and efficiently administer this section and to perform the duties imposed upon the
484 division by this section.
485 Section 10. Section 42-2-6.6 is amended to read:
486 42-2-6.6. Assumed name.
487 (1) The assumed name:
488 (a) may not contain any word or phrase that indicates or implies that the business is
489 organized for any purpose other than one or more of the purposes contained in its application;
490 (b) shall be distinguishable from any registered name or trademark of record in the offices
491 of the Division of Corporations and Commercial Code, as defined in Subsection 16-10a-401 (5),
492 except as authorized by the Division of Corporations and Commercial Code pursuant to Subsection
493 (2);
494 (c) without the written consent of the United States Olympic Committee, may not contain
495 the words:
496 (i) "Olympic";
497 (ii) "Olympiad"; or
498 (iii) "Citius Altius Fortius"; [
499 (d) without the written consent of the State Board of Regents issued in accordance with
500 Section 53B-5-114 , may not contain the words:
501 (i) "university";
502 (ii) "college"; or
503 (iii) "institute[
504 (e) an assumed name authorized for use in this state on or after May 1, 2000, may not
505 contain the words:
506 (i) "incorporated";
507 (ii) "inc."; or
508 (iii) a variation of "incorporated" or "inc."
509 (2) Notwithstanding Subsection (1)(e), an assumed name may contain a word listed in
510 Subsection (1)(e) if the Division of Corporations and Commercial Code authorizes the use of the
511 name by a corporation as defined in:
512 (a) Subsection 16-6-19 (4);
513 (b) Subsection 16-6-19 (7);
514 (c) Subsection 16-10a-102 (11); or
515 (d) Subsection 16-10a-102 (19).
516 [
517 the name applied for if:
518 (a) the name is distinguishable from one or more of the names and trademarks that are on
519 the division's records; or
520 (b) the applicant delivers to the division a certified copy of the final judgment of a court
521 of competent jurisdiction establishing the applicant's right to use the name applied for in this state.
522 [
523 English or transliterated into letters of the English alphabet if it is not in English.
524 [
525 application for an assumed name to any person violating [
526 [
527 power and authority reasonably necessary to interpret and efficiently administer this section and
528 to perform the duties imposed on the division by this section.
529 [
530 of any of its political subdivisions, if it is not actually such a legally established agency, may not
531 be approved for filing by the Division of Corporations and Commercial Code.
532 [
533 [
534 certificate of assumed and of true name with the Division of Corporations and Commercial Code
535 on or before May 4, 1998, until December 31, 1998.
536 (b) On or after January 1, 1999, any person who carries on, conducts, or transacts business
537 in this state under an assumed name shall comply with the requirements of Subsection (1)(d).
538 Section 11. Section 48-2a-102 is amended to read:
539 48-2a-102. Name.
540 (1) The name of each limited partnership as set forth in its certificate of limited
541 partnership:
542 (a) shall contain the terms:
543 (i) "limited partnership";
544 (ii) "limited";
545 (iii) "L.P."; or
546 (iv) "Ltd.";
547 (b) may not contain the name of a limited partner unless:
548 (i) it is the name of a general partner;
549 (ii) it is the corporate name of a corporate general partner; or
550 (iii) the business of the limited partnership had been carried on under that name before the
551 admission of that limited partner;
552 (c) may not contain:
553 (i) the words:
554 (A) "association";
555 (B) "corporation"; or
556 (C) "incorporated";
557 (ii) any abbreviation of a word listed in this Subsection (1)(c); or
558 (iii) any word or abbreviation that is of like import to the words listed in Subsection
559 (1)(c)(i) in any other language;
560 (d) without the written consent of the United States Olympic Committee, may not contain
561 the words:
562 (i) "Olympic";
563 (ii) "Olympiad"; or
564 (iii) "Citius Altius Fortius"; and
565 (e) without the written consent of the State Board of Regents issued in accordance with
566 Section 53B-5-114 , may not contain the words:
567 (i) "university";
568 (ii) "college"; or
569 (iii) "institute."
570 (2)(a) A person or entity other than a limited partnership formed or registered under this
571 title may not use in its name in this state any of the terms:
572 (i) "limited";
573 (ii) "limited partnership";
574 (iii) "Ltd."; or
575 (iv) "L.P."
576 (b) Notwithstanding Subsection (2)(a):
577 (i) a foreign corporation whose actual name includes the word "limited" or "Ltd." may use
578 its actual name in this state if it also uses:
579 (A) "corporation";
580 (B) "incorporated"; or
581 (C) any abbreviation of a word listed in this Subsection (2)(b)(i);
582 (ii) a limited liability company may use in its name in this state the terms:
583 (A) "limited";
584 (B) "limited company";
585 (C) "L.C.";
586 (D) "L.L.C.";
587 (E) "LC"; or
588 (F) "LLC"; and
589 (iii) a limited liability partnership may use the terms "limited liability partnership,"
590 "L.L.P.," or "LLP" in the manner allowed in Section 48-1-45 .
591 (3) Except as authorized by Subsection (4), the name of a limited partnership must be
592 distinguishable as defined in Subsection (5) upon the records of the division from:
593 (a) the name of any limited partnership formed or authorized to transact business in this
594 state;
595 (b) the corporate name of any corporation incorporated or authorized to transact business
596 in this state;
597 (c) any limited partnership name reserved under this chapter;
598 (d) any corporate name reserved under Title 16, Chapter 10a, Utah Revised Business
599 Corporation Act;
600 (e) any fictitious name adopted by a foreign corporation or limited partnership authorized
601 to transact business in this state because its real name is unavailable;
602 (f) any corporate name of a not-for-profit corporation incorporated or authorized to
603 transact business in this state; and
604 (g) any assumed business name, trademark, or service mark registered by the division.
605 (4) (a) A limited partnership may apply to the division for approval to file its certificate
606 under, or to reserve, a name that is not distinguishable upon the division's records from one or
607 more of the names described in Subsection (3).
608 (b) The division shall approve of the name for which application is made under Subsection
609 (4)(a) if:
610 (i) the other person whose name is not distinguishable from the name under which the
611 applicant desires to file:
612 (A) consents to the filing in writing; and
613 (B) submits an undertaking in a form satisfactory to the division to change its name to a
614 name that is distinguishable from the name of the applicant; or
615 (ii) the applicant delivers to the division a certified copy of the final judgment of a court
616 of competent jurisdiction establishing the applicant's right to use in this state the name for which
617 the application is made.
618 (5) A name is distinguishable from other names, trademarks, and service marks registered
619 with the division if it contains one or more different letters or numerals from other names upon the
620 division's records.
621 (6) The following differences are not distinguishing:
622 (a) the terms:
623 (i) "corporation";
624 (ii) "incorporated";
625 (iii) "company";
626 (iv) "limited partnership";
627 (v) "limited";
628 (vi) "L.P."; or
629 (vii) "Ltd.";
630 (b) an abbreviation of a word listed in Subsection (6)(a);
631 (c) the presence or absence of the words or symbols of the words "the," "and," "a," or
632 "plus";
633 (d) differences in punctuation and special characters;
634 (e) differences in capitalization;
635 (f) [
636
637 a limited partnership:
638 (i) formed in or registered as a foreign limited partnership in this state on or after May 4,
639 1998; or
640 (ii) that changes its name on or after May 4, 1998; [
641 (g) differences in whether the letters or numbers immediately follow each other or are
642 separated by one or more spaces if:
643 (i) the sequence of letters or numbers is identical; and
644 (ii) the limited partnership:
645 (A) is formed in or registered as a foreign limited partnership in this state on or after May
646 3, 1999[
647 (B) changes its name on or after May 3, 1999; or
648 (h) differences in abbreviations, for a limited partnership:
649 (i) formed in or registered as a foreign limited partnership in this state on or after May 1,
650 2000; or
651 (ii) that changes its name on or after May 1, 2000.
652 (7) The director of the division shall have the power and authority reasonably necessary
653 to interpret and efficiently administer this section and to perform the duties imposed upon the
654 division by this section.
655 (8) A name that implies that the limited partnership is an agency of this state or any of its
656 political subdivisions, if it is not actually such a legally established agency or subdivision, may not
657 be approved for filing by the division.
658 (9) (a) The requirements of Subsection (1)(e) do not apply to a limited partnership that is
659 formed in or registered as a foreign limited partnership in this state on or before May 4, 1998, until
660 December 31, 1998.
661 (b) On or after January 1, 1999, any limited partnership formed in or registered as a foreign
662 limited partnership in this state shall comply with the requirements of Subsection (1)(e).
663 Section 12. Section 48-2a-202 is amended to read:
664 48-2a-202. Amendment to certificate.
665 (1) A certificate of limited partnership is amended by filing a certificate of amendment
666 with the division. The certificate of amendment shall set forth:
667 (a) the name of the limited partnership;
668 (b) the date of filing the certificate; and
669 (c) the amendment to the certificate.
670 (2) Within [
671 to a certificate of limited partnership reflecting the occurrence of the event or events shall be filed:
672 [
673 [
674 [
675 withdrawal of a general partner;
676 [
677 or
678 [
679 required to be maintained by Section 48-2a-105 are kept.
680 (3) A general partner who knows or reasonably should know that any statement in a
681 certificate of limited partnership or a certificate of amendment to a certificate of limited
682 partnership was false at the time the certificate was executed [
683
684 promptly amend the certificate.
685 (4) A certificate of limited partnership may be amended at any time for any other proper
686 purpose the general partners determine.
687 (5) [
688 certificate of limited partnership has not been filed to reflect the occurrence of any event referred
689 to in Subsection (2) if the amendment is filed within the [
690 (6) A restated certificate of limited partnership may be executed and filed in the same
691 manner as a certificate of amendment.
692 Section 13. Section 48-2a-203.5 is amended to read:
693 48-2a-203.5. Involuntary dissolution of certificate.
694 (1) A certificate of limited partnership may be canceled involuntarily by a decree of a
695 district court having competent jurisdiction upon petition by the director of the division, or by a
696 party in interest who shall have standing to bring such an action, when it is established that:
697 (a) the limited partnership procured the issuance of a stamped copy of its certificate of
698 limited partnership or the execution [
699 in which case the certificate shall be canceled as of the date of its filing; or
700 (b) the limited partnership has continually exceeded or abused the authority conferred upon
701 it by law or by the partnership agreement.
702 (2) A domestic limited partnership or a foreign limited partnership registered in this state
703 is delinquent if:
704 (a) it does not file an annual report within the time prescribed by this chapter; or
705 (b) it fails to maintain a registered agent in this state for 60 consecutive days.
706 (3) (a) The division shall mail a notice of delinquency of [
707 partnership to [
708 (i) the registered agent of the limited partnership [
709
710
711 (ii) if there is no registered agent of record, at least one general partner of the limited
712 partnership.
713 (b) The notice of delinquency required under Subsection (3)(a) shall state:
714 (i) the nature of the delinquency; and [
715 (ii) that the limited partnership shall be [
716 the mailing of the notice of delinquency it corrects the delinquency [
717
718
719
720 (c) The division shall include with the notice of delinquency any forms necessary to correct
721 the delinquency. [
722
723 [
724
725
726
727
728
729 [
730 [
731 [
732 [
733
734
735 [
736
737
738 [
739
740 [
741 [
742 delinquency, the limited partnership's certificate or registration [
743 involuntarily by the director of the division effective on the date specified in Subsection (4)(c).
744 [
745 (b) If a limited partnership's certificate or registration is dissolved under Subsection (4)(a),
746 the division shall mail a certificate of [
747 (i) the [
748
749 (ii) if there is no registered agent of record, at least one partner of the limited partnership.
750 (c) A limited partnership's date of dissolution is five days from the date the division mailed
751 the certificate of dissolution under Subsection (4)(b).
752 (d) A dissolved limited partnership may not be reinstated except as set forth in Subsection
753 [
754 (e) [
755 dissolved limited partnership under [
756 Under an Assumed Name, [
757 (f) Notwithstanding Subsection (4)(e), the name of a [
758 partnership and any assumed names filed on its behalf are not available for [
759 from the date of [
760 (i) transacting business in this state[
761 (ii) doing business under an assumed name under [
762 Conducting Business Under an Assumed Name.
763 (g) Notwithstanding Subsection (4)(e), if the limited partnership that is dissolved is
764 reinstated in accordance with this section, the registration of the name of the limited partnership
765 and any assumed names filed on its behalf are reinstated back to the date of dissolution.
766 [
767 dissolved under this section or Section 48-2a-203 may be reinstated within [
768 following [
769 (a) application; and
770 (b) payment of:
771 (i) all penalties; and
772 (ii) all reinstatement fees.
773 [
774 limited partnership solely by reason of the limited partnership having had its limited partnership
775 certificate or registration [
776 [
777
778 it has [
779 dissolution.
780 (8) If the division denies a limited partnership's application for reinstatement following
781 a dissolution under this section, the division shall mail the limited partnership written notice:
782 (a) setting forth the reasons for denying the application; and
783 (b) stating that the limited partnership has the right to appeal the division's determination
784 to the executive director of the Department of Commerce in accordance with Title 63, Chapter
785 46b, Administrative Procedures Act.
786 (9) A notice or certificate mailed under this section shall be:
787 (a) mailed first-class, postage prepaid; and
788 (b) addressed to the most current mailing address appearing on the records of the division
789 for:
790 (i) the registered agent of the limited partnership corporation, if the notice is required to
791 be mailed to the registered agent; or
792 (ii) the partner of the limited partnership that is mailed the notice, if the notice is required
793 to be mailed to a partner of the limited partnership.
794 Section 14. Section 48-2a-210 is amended to read:
795 48-2a-210. Annual report.
796 (1) (a) Each domestic limited partnership, and each foreign limited partnership authorized
797 to transact business in this state, shall file an annual report with the division[
798 (i) during the month of its anniversary date of formation, in the case of domestic limited
799 partnerships[
800 (ii) during the month of the anniversary date of being granted authority to transact business
801 in this state, in the case of foreign limited partnerships authorized to transact business in this state[
802
803 (b) The annual report [
804 [
805 (ii) the state or country under the laws of which it is formed;
806 [
807 maintained by Section 48-2a-104 ; [
808 [
809 (v) a change in the persons constituting the general partners.
810 (2) (a) The annual report required by Subsection (1) shall:
811 (i) be made on forms prescribed and furnished by the division[
812
813 (ii) contain information that is given as of the date of execution of the annual report.
814 (b) The annual report forms shall include a statement of notice to the limited partnership
815 that failure to file the annual report will result in the [
816 dissolution of [
817 (i) the limited partnership, in the case of a domestic limited partnership[
818 (ii) its registration, in the case of a foreign limited partnership authorized to transact
819 business in this state.
820 (c) The annual report shall be signed [
821 (i) any general partner[
822 (ii) if the registered agent has changed since the last annual report or other appointment
823 of a registered agent, [
824 (3) (a) If the division finds that the annual report required by Subsection (1) conforms to
825 the requirements of this chapter, it shall file the annual report.
826 (b) If the division finds that the annual report required by Subsection (1) does not conform
827 to the requirements of this chapter, [
828 to the limited partnership at the addresses set forth in the certificate for any necessary corrections.
829 (c) If [
830 (3)(b), the penalties for failure to file the annual report within the time prescribed in Section
831 48-2a-203.5 do not apply, as long as the report is corrected and returned to the division within 30
832 days from the date the nonconforming report was mailed to the limited partnership.
833 Section 15. Section 48-2b-106 is amended to read:
834 48-2b-106. Name -- Exclusive right.
835 (1) The name of each limited liability company as set forth in the articles of organization:
836 (a) shall contain the terms:
837 (i) "limited company";
838 (ii) "limited liability company";
839 (iii) "L.C."; or
840 (iv) "L.L.C.";
841 (b) may not contain:
842 (i) the terms:
843 (A) "association";
844 (B) "corporation";
845 (C) "incorporated";
846 (D) "limited partnership";
847 (E) "limited";
848 (F) "L.P."; or
849 (G) "Ltd."; or
850 (ii) words or any abbreviation with a similar meaning to those described in Subsection
851 (1)(b)(i) in any other language;
852 (c) without the written consent of the United States Olympic Committee, may not contain
853 the words:
854 (i) "Olympic";
855 (ii) "Olympiad"; or
856 (iii) "Citius Altius Fortius"; and
857 (d) without the written consent of the State Board of Regents in accordance with Section
858 53B-5-114 , may not contain the words:
859 (i) "university";
860 (ii) "college"; or
861 (iii) "institute."
862 (2) (a) A person or entity, other than a limited liability company formed or registered under
863 this chapter, may not use in its name in this state any of the terms:
864 (i) "limited liability company";
865 (ii) "limited company";
866 (iii) "L.L.C.";
867 (iv) "L.C.";
868 (v) "LLC"; or
869 (vi) "LC".
870 (b) Notwithstanding Subsection (2)(a):
871 (i) a foreign corporation whose actual name includes the word "limited" or "Ltd." may use
872 its actual name in this state if it also uses:
873 (A) "corporation";
874 (B) "incorporated"; or
875 (C) an abbreviation of the words listed in this Subsection (2)(b)(i); or
876 (ii) a limited liability partnership may use in its name the terms:
877 (A) "limited liability partnership";
878 (B) "L.L.P."; or
879 (C) "LLP".
880 (3) Except as authorized by Subsection (4), the name of a limited liability company must
881 be distinguishable as defined in Subsection (5) upon the records of the division from:
882 (a) the name of any limited partnership formed or authorized to transact business in this
883 state;
884 (b) the name of any limited liability company formed or authorized to transact business
885 in this state;
886 (c) the corporate name of any corporation incorporated or authorized to transact business
887 in the state;
888 (d) any limited partnership name reserved under this chapter;
889 (e) any limited liability company name reserved under this chapter;
890 (f) any corporate name reserved under:
891 (i) Title 16, Chapter 10a, Utah Revised Business Corporation Act, as amended; or
892 (ii) Title 16, Chapter 6, Utah Nonprofit Corporation and Cooperative Association Act, as
893 amended;
894 (g) any fictitious name adopted by a foreign corporation, limited partnership, or limited
895 liability company authorized to transact business in this state because its real name is unavailable;
896 (h) any corporate name of a not-for-profit corporation incorporated or authorized to
897 transact business in this state; and
898 (i) any assumed name, trademark, or service mark registered by the division.
899 (4) (a) A limited liability company may apply to the division for approval to file its articles
900 of organization under or to reserve a name that is not distinguishable upon the division's records
901 from one or more of the names described in Subsection (3).
902 (b) The division shall approve the name for which the company applies under Subsection
903 (4)(a) if:
904 (i) the other person whose name is not distinguishable from the name under which the
905 applicant desires to file:
906 (A) consents to the filing in writing; and
907 (B) submits an undertaking in a form satisfactory to the division to change its name to a
908 name that is distinguishable from the name of the applicant; or
909 (ii) the applicant delivers to the division a certified copy of the final judgment of a court
910 of competent jurisdiction establishing the applicant's right to use the name in this state.
911 (5) A name is distinguishable from other names, trademarks, and service marks registered
912 with the division if it contains one or more different letters or numerals from other names upon the
913 division's records.
914 (6) The following differences are not distinguishing:
915 (a) the terms:
916 (i) "corporation";
917 (ii) "incorporated";
918 (iii) "company";
919 (iv) "limited partnership";
920 (v) "limited";
921 (vi) "L.P.";
922 (vii) "Ltd.";
923 (viii) "limited liability company";
924 (ix) "limited company";
925 (x) "L.C."; or
926 (xi) "L.L.C.";
927 (b) an abbreviation of a word listed in Subsection (6)(a);
928 (c) the presence or absence of the words or symbols of the words "the," "and," "a," or
929 "plus";
930 (d) differences in punctuation and special characters;
931 (e) differences in capitalization;
932 (f) [
933
934 forms of words for a limited liability company:
935 (i) formed in or registered as a foreign limited liability company in this state on or after
936 May 4, 1998; or
937 (ii) that changes its name on or after May 4, 1998; [
938 (g) differences in whether the letters or numbers immediately follow each other or are
939 separated by one or more spaces if:
940 (i) the sequence of letters or numbers is identical; and
941 (ii) the limited liability company:
942 (A) is formed in or registered as a foreign limited liability company in this state on or after
943 May 3, 1999[
944 (B) changes its name on or after May 3, 1999; or
945 (h) differences in abbreviations, for a limited liability company:
946 (i) formed in or registered as a foreign limited liability company in this state on or after
947 May 1, 2000; or
948 (ii) that changes its name on or after May 1, 2000.
949 (7) The director of the division shall have the power and authority reasonably necessary
950 to interpret and efficiently administer this section and to perform the duties imposed on the
951 division by this section.
952 (8) A name that implies that a limited liability company is an agency of this state or any
953 of its political subdivisions, if it is not actually such a legally established agency or subdivision,
954 may not be approved for filing by the division.
955 (9) The exclusive right to a name may be reserved by:
956 (a) any person intending to:
957 (i) organize a limited liability company under this chapter; and
958 (ii) adopt that name;
959 (b) any limited liability company or any foreign limited liability company registered in this
960 state intending to adopt that name;
961 (c) any foreign limited liability company intending to:
962 (i) register in this state; and
963 (ii) adopt that name; and
964 (d) any person intending to:
965 (i) organize a foreign limited liability company;
966 (ii) have the company register in this state; and
967 (iii) adopt that name.
968 (10) (a) The reservation described in Subsection (9)(a) shall be made by filing with the
969 division an application executed under penalty of perjury by the applicant to reserve a specified
970 name.
971 (b) If the division finds that the name is available for use by a limited liability company
972 or a foreign limited liability company, it shall reserve the name exclusively for the applicant for
973 a period of 120 days. The name reservation may be renewed for any number of subsequent periods
974 of 120 days.
975 (c) The exclusive right to a reserved name may be transferred to any other person by filing
976 with the division a notice of the transfer executed under penalty of perjury by the applicant for
977 whom the name was reserved and specifying the name and address of the transferee.
978 (11) (a) The requirements of Subsection (1)(d) do not apply to a limited liability company
979 that is formed in or registered as a foreign limited liability company in this state on or before May
980 4, 1998, until December 31, 1998.
981 (b) On or after January 1, 1999, any limited liability company formed in or registered as
982 a foreign limited liability company in this state shall comply with the requirements of Subsection
983 (1)(d).
984 Section 16. Section 48-2b-120 is amended to read:
985 48-2b-120. Annual report.
986 (1) (a) Each limited liability company and each foreign limited liability company
987 authorized to transact business in this state shall file an annual report with the division[
988 (i) during the month of its anniversary date of formation, in the case of domestic limited
989 liability companies[
990 (ii) during the month of the anniversary date of being granted authority to transact business
991 in this state, in the case of foreign limited liability companies authorized to transact business in this
992 state[
993 (b) The annual report [
994 [
995 (ii) the state or country under the laws of which it is formed;
996 [
997 (iv) the name of the agent for service of process at [
998 (1)(b)(iii), as required to be maintained under Section 48-2b-123 ;
999 [
1000 48-2b-123 ;
1001 [
1002 authority named in the articles of organization of a domestic limited liability company, or named
1003 in the application for the registration of a foreign limited liability company, has changed, the new
1004 street address or legal name of the member or manager; and
1005 [
1006 management authority, of a domestic or foreign limited liability company.
1007 [
1008
1009
1010 [
1011 (i) be made on forms prescribed and furnished by the division[
1012
1013 (ii) contain information that is given as of the date of execution of the annual report.
1014 (b) The annual report forms shall include a statement notifying the limited liability
1015 company that failure to file the annual report will result in the [
1016
1017 (i) the organization, in the case of a domestic limited liability company[
1018 (ii) its registration, in the case of a foreign limited liability company authorized to transact
1019 business in this state.
1020 [
1021 (a) any manager or member with management authority[
1022 (b) if the registered agent has changed since the last annual report, [
1023
1024 [
1025 shall file the report.
1026 (b) If the annual report does not conform, the division shall mail the report first class
1027 postage prepaid to the limited liability company at the street address set forth for its agent for
1028 service of process in the certificate of organization or most recent annual report, for any necessary
1029 corrections.
1030 (c) If [
1031 (4)(b), the penalties for failure to file the annual report within the time prescribed in this section
1032 do not apply, as long as the annual report is corrected and returned to the division within 30 days
1033 from the date the nonconforming report was mailed to the limited liability company.
1034 Section 17. Section 48-2b-121 is amended to read:
1035 48-2b-121. When amendments to the articles of organization are required.
1036 (1) The articles of organization of a limited liability company shall be amended when:
1037 (a) there is a change in the name of the limited liability company;
1038 (b) there is a change in the character of the business of the limited liability company
1039 specified in the articles of organization;
1040 (c) there is a false or erroneous statement in the articles of organization;
1041 (d) there is a change in the time for the dissolution of the limited liability company that
1042 is:
1043 (i) stated in the articles of organization; or
1044 (ii) provided for in Subsection 48-2b-116 (4); or
1045 [
1046 [
1047 [
1048
1049 [
1050 organization in order for the articles to accurately represent the agreement among the members.
1051 (2) Each limited liability company shall file with the division a copy of any amendment
1052 to the articles within 60 days after the adoption of the amendment.
1053 (3) A limited liability company is not required to amend its articles of organization to
1054 report a change in:
1055 (a) the street or mailing address of a manager or member with management authority; or
1056 (b) the legal name of a manager or member with management authority.
1057 Section 18. Section 48-2b-142 is amended to read:
1058 48-2b-142. Involuntary dissolution.
1059 (1) A limited liability company may be dissolved involuntarily by order of any court of
1060 competent jurisdiction in an action filed by the attorney general or the director of the division when
1061 it is established that the limited liability company:
1062 (a) obtained the issuance of its certificate of organization or of its execution through fraud,
1063 in which case the certificate of organization shall be canceled as of the date of its filing;
1064 (b) continually exceeded or abused the authority conferred upon it by law or by the
1065 operating agreement;
1066 (c) committed a violation of any provision of law whereby it has forfeited its charter;
1067 (d) carried on, conducted, or transacted its business in a persistently fraudulent or illegal
1068 manner;
1069 (e) abused its powers contrary to the public policy of the state; or
1070 (f) failed to amend its articles of organization as required by Section 48-2b-121 .
1071 (2) A limited liability company or a foreign liability company registered in this state is
1072 delinquent if:
1073 (a) it does not file an annual report within the time prescribed by this chapter; or
1074 (b) it fails to maintain a registered agent in this state for 60 consecutive days.
1075 (3) (a) [
1076
1077 limited liability company to:
1078 (i) the [
1079
1080
1081
1082 (ii) if there is no registered agent of record, at least one manager of the limited liability
1083 company.
1084 (b) The notice of delinquency shall state:
1085 (i) the nature of the delinquency; and
1086 (ii) that the limited liability company shall be [
1087 delinquency [
1088 delinquency[
1089 [
1090
1091 [
1092 (c) The division shall include with the notice any forms necessary to correct the
1093 delinquency.
1094 [
1095
1096 [
1097
1098
1099 [
1100
1101
1102
1103
1104
1105 [
1106 [
1107 [
1108 [
1109 [
1110
1111
1112 [
1113
1114
1115 [
1116
1117 [
1118 within [
1119 limited liability company's certificate of organization [
1120 involuntarily by the director of the division effective on the date specified in Subsection (4)(c).
1121 [
1122 (b) If a limited liability's certificate of organization is dissolved under Subsection (4)(a),
1123 the division shall mail a certificate of [
1124 (i) the registered agent of the limited liability company [
1125
1126
1127
1128 (ii) if there is no registered agent of record, at least one manager of the limited liability
1129 company.
1130 (c) A limited liability company's date of dissolution is five days from the date the division
1131 mailed a certificate of dissolution under Subsection (4)(b).
1132 (d) A dissolved limited liability company may not be reinstated, except as set forth in
1133 Subsection [
1134 (e) [
1135 dissolved limited liability company under [
1136 Conducting Business Under an Assumed Name, are [
1137 (f) Notwithstanding Subsection (4)(e), the name of a [
1138 company and any assumed names filed on its behalf are not available for [
1139 the date of [
1140 (i) transacting business in this state[
1141 (ii) doing business under an assumed name under [
1142 2, Conducting Business Under an Assumed Name.
1143 (g) Notwithstanding Subsection (4)(e), if the limited liability company that is dissolved
1144 is reinstated in accordance with this section, the registration of the name of the limited liability
1145 company and any assumed names filed on its behalf are reinstated back to the date of dissolution.
1146 [
1147 [
1148 two years following [
1149 (a) application; and
1150 (b) payment of:
1151 (i) all penalties; and
1152 (ii) all reinstatement fees.
1153 [
1154 of the limited liability company having had its certificate of organization [
1155 dissolved.
1156 [
1157
1158 until it has [
1159 [
1160 (8) If the division denies a limited liability company's application for reinstatement
1161 following a dissolution under this section, the division shall mail the limited liability company
1162 written notice:
1163 (a) setting forth the reasons for denying the application; and
1164 (b) stating that the limited liability company has the right to appeal the division's
1165 determination to the executive director of the Department of Commerce in accordance with Title
1166 63, Chapter 46b, Administrative Procedures Act.
1167 (9) A notice or certificate mailed under this section shall be:
1168 (a) mailed first-class, postage prepaid; and
1169 (b) addressed to the most current mailing address appearing on the records of the division
1170 for:
1171 (i) the registered agent of the limited liability company, if the notice is required to be
1172 mailed to the registered agent; or
1173 (ii) the manager of the limited liability company that is mailed the notice, if the notice is
1174 required to be mailed to a manager of the limited liability company.
1175 Section 19. Repealer.
1176 This act repeals:
1177 Section 16-6-99.1, Suspension -- Notice -- Failure to remove suspension.
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