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7 LONG TITLE
8 General Description:
9 This bill amends provisions in Title 16, Chapter 10a, Utah Revised Business
10 Corporation Act, related to corporate records.
11 Highlighted Provisions:
12 This bill:
13 ▸ defines terms;
14 ▸ authorizes a corporation to:
15 • use an electronic network to create and maintain corporate records;
16 • use a data address to identify a corporation's shareholder; and
17 • accept a shareholder vote if signed by a network signature that corresponds to a
18 data address;
19 ▸ provides requirements for the use of electronic networks; and
20 ▸ makes technical and conforming changes.
21 Money Appropriated in this Bill:
22 None
23 Other Special Clauses:
24 None
25 Utah Code Sections Affected:
26 AMENDS:
27 16-10a-102, as last amended by Laws of Utah 2008, Chapter 249
28 16-10a-720, as last amended by Laws of Utah 2010, Chapter 378
29 16-10a-724, as enacted by Laws of Utah 1992, Chapter 277
30 16-10a-730, as last amended by Laws of Utah 2010, Chapter 378
31 16-10a-1601, as enacted by Laws of Utah 1992, Chapter 277
32 16-10a-1602, as enacted by Laws of Utah 1992, Chapter 277
33 42-2-6.6, as last amended by Laws of Utah 2015, Chapter 240
34
35 Be it enacted by the Legislature of the state of Utah:
36 Section 1. Section 16-10a-102 is amended to read:
37 16-10a-102. Definitions.
38 As used in this chapter:
39 (1) (a) "Address" means a location where mail can be delivered by the United States
40 Postal Service.
41 (b) "Address" includes:
42 (i) a post office box number;
43 (ii) a rural free delivery route number; and
44 (iii) a street name and number.
45 (2) "Affiliate" means a person that directly or indirectly through one or more
46 intermediaries controls, or is controlled by, or is under common control with, the person
47 specified.
48 (3) "Assumed corporate name" means a name assumed for use in this state by a foreign
49 corporation [
50 corporate name is not available for use in this state.
51 (4) "Articles of incorporation" include:
52 (a) amended and restated articles of incorporation;
53 (b) articles of merger; and
54 (c) a document of a similar import to those described in Subsections (4)(a) and (b).
55 (5) "Authorized shares" means the shares of all classes a domestic or foreign
56 corporation is authorized to issue.
57 (6) "Bylaws" includes amended bylaws and restated bylaws.
58 (7) "Cash" and "money" are used interchangeably in this chapter and mean:
59 (a) legal tender;
60 (b) a negotiable instrument; and
61 (c) a cash equivalent readily convertible into legal tender.
62 (8) "Conspicuous" means so written that a reasonable person against whom the writing
63 is to operate should have noticed [
64 (a) italics;
65 (b) boldface;
66 (c) contrasting color;
67 (d) capitals; or
68 (e) underlining.
69 (9) "Control" or a "controlling interest" means the direct or indirect possession of the
70 power to direct or cause the direction of the management and policies of an entity, whether
71 through the ownership of voting shares, by contract, or otherwise.
72 (10) "Corporate name" means:
73 (a) the name of a domestic corporation or a domestic nonprofit corporation as stated in
74 [
75 (b) the name of a foreign corporation or a foreign nonprofit corporation as stated in
76 [
77 (11) "Corporation" or "domestic corporation" means a corporation for profit that:
78 (a) is not a foreign corporation; and
79 (b) is incorporated under or subject to this chapter.
80 (12) "Data address" means a string of alphanumeric characters on a distributed
81 electronic network or database that may be accessed to facilitate or record a transaction on the
82 distributed electronic network or database only by knowledge or possession of a private key.
83 [
84 authorized by Section 16-10a-103, except that delivery to the division means actual receipt by
85 the division.
86 [
87 of [
88 (i) a direct or indirect transfer of money or other property, other than a corporation's
89 own shares; or
90 (ii) incurrence of indebtedness by the corporation.
91 (b) A distribution may be in the form of:
92 (i) a declaration or payment of a dividend;
93 (ii) a purchase, redemption, or other acquisition of shares;
94 (iii) distribution of indebtedness; or
95 (iv) another form.
96 [
97 [
98 the time and date determined in accordance with Section 16-10a-123.
99 [
100 Section 16-10a-103.
101 [
102 communication not directly involving the physical transfer of paper, including a process of
103 communication that uses a distributed electronic network or database, that is suitable for the
104 receipt, retention, retrieval, and reproduction of information by the recipient, whether by
105 e-mail, facsimile, or otherwise.
106 [
107 accepts a duty that makes that director also an employee.
108 [
109 (a) a domestic and foreign corporation;
110 (b) a nonprofit corporation;
111 (c) a limited liability company;
112 (d) a profit or nonprofit unincorporated association;
113 (e) a business trust;
114 (f) an estate;
115 (g) a partnership;
116 (h) a trust;
117 (i) two or more persons having a joint or common economic interest;
118 (j) a state;
119 (k) the United States; and
120 (l) a foreign government.
121 [
122 law other than the law of this state.
123 [
124 (a) county;
125 (b) municipality; or
126 (c) another type of governmental subdivision authorized by the laws of this state.
127 (23) "Identity" means the name of a shareholder or the data address for which the
128 shareholder has knowledge or possession of the private key uniquely associated with the data
129 address.
130 [
131 (a) a natural person;
132 (b) the estate of an incompetent individual; or
133 (c) the estate of a deceased individual.
134 [
135 the United States mail, properly addressed, first class postage prepaid, and includes registered
136 or certified mail for which the proper fee is paid.
137 (26) "Network signature" means a string of alphanumeric characters that, when
138 broadcast by a shareholder to the data address's corresponding distributed electronic network or
139 database, provides reasonable assurances to a corporation that the shareholder has knowledge
140 or possession of the private key uniquely associated with the data address.
141 [
142 16-10a-103.
143 [
144 domestic or foreign corporation as [
145 document on file with the division providing the information, including:
146 (a) an annual report;
147 (b) an application for a certificate of authority; or
148 (c) a notice of change of principal office.
149 [
150 (a) a civil suit;
151 (b) arbitration or mediation; and
152 (c) a criminal, administrative, or investigatory action.
153 [
154 transaction [
155 transaction, except a share:
156 (a) that, to the knowledge, before the vote, of the secretary, other officer, or agent of
157 the corporation authorized to tabulate votes, is beneficially owned; or
158 (b) the voting of which is controlled, by:
159 (i) a director who has a conflicting interest respecting the transaction; or
160 (ii) a related person of that director[
161 [
162 [
163 by a domestic or foreign corporation, means the writing or other document is actually received
164 by:
165 (a) the corporation at [
166 (i) registered office in this state; or
167 (ii) principal office;
168 (b) the secretary of the corporation, wherever the secretary is found; or
169 (c) another person authorized by the bylaws or the board of directors to receive the
170 writing or other document, wherever that person is found.
171 [
172 Distributions, or Part 7, Shareholders, on which a corporation determines the identity of [
173 the corporation's shareholders.
174 (b) The determination under Subsection [
175 business on the record date unless another time for doing so is specified when the record date is
176 fixed.
177 (33) "Record of shareholders" means a record administered by or on behalf of a
178 corporation that records the identity of:
179 (a) each of the corporation's shareholders; and
180 (b) the number and class of shares held by each shareholder in accordance with Section
181 16-10a-1601.
182 [
183 domestic or foreign corporation as [
184 document on file with the division providing that information, including:
185 (a) articles of incorporation;
186 (b) an application for a certificate of authority; or
187 (c) a notice of change of registered office.
188 [
189 (a) the spouse of the director;
190 (b) a child, grandchild, sibling, or parent of the director;
191 (c) the spouse of a child, grandchild, sibling, or parent of the director;
192 (d) an individual having the same home as the director;
193 (e) a trust or estate of which the director or any other individual specified in this
194 Subsection [
195 (f) a trust, estate, incompetent, conservatee, or minor of which the director is a
196 fiduciary.
197 [
198 directors delegates responsibility under Subsection 16-10a-830(3) for:
199 (a) the preparation and maintenance of:
200 (i) minutes of the meetings of the board of directors and of the shareholders; and
201 (ii) the other records and information required to be kept by the corporation by Section
202 16-10a-830; and
203 (b) authenticating records of the corporation.
204 [
205 are divided.
206 [
207 (i) the person in whose name a share is registered in the records of a corporation; [
208 (ii) the beneficial owner of a share to the extent recognized [
209 16-10a-723[
210 (iii) the owner of a private key that is uniquely associated with a data address that
211 facilitates or records the sending and receiving of shares.
212 (b) For purposes of this chapter:
213 (i) the following, identified as a shareholder in a corporation's current record of
214 shareholders, constitute one shareholder:
215 (A) (I) three or fewer coowners; or
216 (II) in the case of more than three coowners, each coowner in excess of the first three is
217 counted as a separate shareholder;
218 (B) a corporation, limited liability company, partnership, trust, estate, or other entity;
219 and
220 (C) the trustees, guardians, custodians, or other fiduciaries of a single trust, estate, or
221 account;
222 (ii) shareholdings registered in substantially similar names constitute one shareholder if
223 it is reasonable to believe that the names represent the same person; and
224 (iii) if the record of a shareholder is not maintained in accordance with accepted
225 practice, an additional person who would be identified as an owner on that record if [
226 record had been maintained in accordance with accepted practice shall be included as a holder
227 of record.
228 [
229 whether before or after incorporation.
230 [
231 community of Indians, including an Alaska Native village, that is legally recognized as eligible
232 for and is consistent with a special program, service, or entitlement provided by the United
233 States to Indians because of their status as Indians.
234 [
235 (a) incorporated under the law of a tribe; and
236 (b) that is at least 51% owned or controlled by the tribe.
237 [
238 under the articles of incorporation or this chapter are entitled to vote and be counted together
239 collectively on a matter at a meeting of shareholders.
240 (b) All shares entitled by the articles of incorporation or this chapter to vote generally
241 on the matter are for that purpose a single voting group.
242 Section 2. Section 16-10a-720 is amended to read:
243 16-10a-720. Shareholders' list for meeting.
244 (1) (a) After fixing a record date for a shareholders' meeting, a corporation shall
245 prepare [
246 corporation's shareholders who are entitled to be given notice of the meeting. [
247 (b) The corporation shall ensure that the list:
248 (i) is arranged by voting group, and within each voting group by class or series of
249 shares[
250
251 (ii) shows the number of shares held by each shareholder .
252 (2) (a) The shareholders' list shall be available for inspection by any shareholder,
253 beginning on the earlier of 10 days before the meeting for which the list was prepared or two
254 business days after notice of the meeting is given and continuing through the meeting and any
255 meeting adjournments, at the corporation's principal office or at a place identified in the
256 meeting notice in the city where the meeting will be held.
257 (b) A shareholder or a shareholder's agent or attorney is entitled on written demand to
258 the corporation and, subject to the requirements of Subsections 16-10a-1602(3) and (7), and the
259 provisions of Subsections 16-10a-1603(2) and (3), to inspect and copy the list, during regular
260 business hours and during the period [
261 (3) The corporation shall make the shareholders' list available at the meeting, and any
262 shareholder, or any shareholder's agent or attorney is entitled to inspect the list at any time
263 during the meeting or any adjournment, for any purposes germane to the meeting.
264 (4) If the corporation refuses to allow a shareholder, or the shareholder's agent or
265 attorney, to inspect the shareholders' list before or at the meeting, or to copy the list as
266 permitted by Subsection (2), the district court of the county where a corporation's principal
267 office is located, or, if [
268 County, on application of the shareholder, may summarily order the inspection or copying at
269 the corporation's expense and may postpone the meeting for which the list was prepared until
270 the inspection or copying is complete.
271 (5) If a court orders inspection or copying of the shareholders' list [
272 Subsection (4), unless the corporation proves that [
273 copying of the list in good faith because [
274 about the right of the shareholder or the shareholder's agent or attorney to inspect or copy the
275 shareholders' list:
276 (a) the court shall also order the corporation to pay the shareholder's costs, including
277 reasonable counsel fees, incurred to obtain the order;
278 (b) the court may order the corporation to pay the shareholder for any damages
279 incurred; and
280 (c) the court may grant the shareholder any other remedy afforded by law.
281 (6) If a court orders inspection or copying of the shareholders' list [
282 Subsection (4), the court may impose reasonable restrictions on the use or distribution of the
283 list by the shareholder.
284 (7) Refusal or failure to prepare or make available the shareholders' list does not affect
285 the validity of action taken at the meeting.
286 Section 3. Section 16-10a-724 is amended to read:
287 16-10a-724. Corporation's acceptance of votes.
288 (1) If the name or network signature signed on a vote, consent, waiver, proxy
289 appointment, or proxy appointment revocation corresponds to the name or data address of a
290 shareholder, the corporation, if acting in good faith, is entitled to accept the vote, consent,
291 waiver, proxy appointment, or proxy appointment revocation and give it effect as the act of the
292 shareholder.
293 (2) If the name or network signature signed on a vote, consent, waiver, proxy
294 appointment, or proxy appointment revocation does not correspond to the name or data address
295 of a shareholder, the corporation, if acting in good faith, is nevertheless entitled to accept the
296 vote, consent, waiver, proxy appointment, or proxy appointment revocation and give it effect as
297 the act of the shareholder if:
298 (a) the shareholder is an entity and the name or network signature signed purports to be
299 that of an officer or agent of the entity;
300 (b) the name signed or network signature purports to be that of an administrator,
301 executor, guardian, or conservator representing the shareholder and, if the corporation requests,
302 evidence of fiduciary status acceptable to the corporation has been presented with respect to the
303 vote, consent, waiver, proxy appointment, or proxy appointment revocation;
304 (c) the name or network signature signed purports to be that of a receiver or trustee in
305 bankruptcy of the shareholder and, if the corporation requests, evidence of this status
306 acceptable to the corporation has been presented with respect to the vote, consent, waiver,
307 proxy appointment, or proxy appointment revocation;
308 (d) the name or network signature signed purports to be that of a pledgee, beneficial
309 owner, or attorney-in-fact of the shareholder and, if the corporation requests, evidence
310 acceptable to the corporation of the signatory's authority to sign for the shareholder has been
311 presented with respect to the vote, consent, waiver, proxy appointment, or proxy appointment
312 revocation;
313 (e) two or more persons are the shareholder as cotenants or fiduciaries and the name or
314 network signature signed purports to be the name or network signature of at least one of the
315 cotenants or fiduciaries and the person signing appears to be acting on behalf of all cotenants or
316 fiduciaries; or
317 (f) the acceptance of the vote, consent, waiver, proxy appointment, or proxy
318 appointment revocation is otherwise proper under rules established by the corporation that are
319 not inconsistent with the provisions of this section.
320 (3) If shares are registered in the names or network signature of two or more persons,
321 whether fiduciaries, members of a partnership, cotenants, husband and wife as community
322 property, voting trustees, persons entitled to vote under a shareholder voting agreement or
323 otherwise, or if two or more persons, including proxyholders, have the same fiduciary
324 relationship respecting the same shares, unless the secretary of the corporation or other officer
325 or agent entitled to tabulate votes is given written notice to the contrary and is furnished with a
326 copy of the instrument or order appointing them or creating the relationship wherein it is so
327 provided, their acts with respect to voting shall have the following effect:
328 (a) if only one votes, the act binds all;
329 (b) if more than one vote, the act of the majority so voting binds all;
330 (c) if more than one vote, but the vote is evenly split on any particular matter, each
331 faction may vote the securities in question proportionately; or
332 (d) if the instrument so filed or the registration of the shares shows that any tenancy is
333 held in unequal interests, a majority or even split for the purpose of this section shall be a
334 majority or even split in interest.
335 (4) The corporation is entitled to reject a vote, consent, waiver, proxy appointment, or
336 proxy appointment revocation if the secretary or other officer or agent authorized to tabulate
337 votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on
338 it or about the signatory's authority to sign for the shareholder.
339 (5) The corporation and [
340 vote, consent, waiver, proxy appointment, or proxy appointment revocation in good faith and in
341 accordance with the standards of this section are not liable in damages to the shareholder for
342 the consequences of the acceptance or rejection.
343 (6) Corporate action based on the acceptance or rejection of a vote, consent, waiver,
344 proxy appointment, or proxy appointment revocation under this section is valid unless a court
345 of competent jurisdiction determines otherwise.
346 Section 4. Section 16-10a-730 is amended to read:
347 16-10a-730. Voting trusts.
348 (1) (a) One or more shareholders may create a voting trust, conferring on a trustee the
349 right to vote or otherwise act for [
350 (i) signing an agreement setting out the provisions of the trust[
351 (ii) transferring to the trustee the shares with respect to which the trustee is to act.
352 (b) When a voting trust agreement is signed, the trustee shall prepare a list , subject to
353 Subsection (1)(d), of the [
354 in the trust, together with the number and class of shares each transferred to the trust, and
355 promptly [
356 [
357 (c) Upon creation of a voting trust, the trustee shall [
358 [
359 amendments to the agreement promptly as they are made.
360 (d) The corporation shall ensure that the list described in Subsection (1)(b) shows:
361 (i) each shareholder's physical mailing address, if the identity of a shareholder on the
362 list consists of the shareholder's name; and
363 (ii) each shareholder's authorized means of receipt of electronic transmissions, if the
364 identity of a shareholder on the list consists of the shareholder's data address.
365 (2) (a) A voting trust becomes effective [
366 subject to the trust are registered in the trustee's name.
367 (b) A voting trust is valid for the period provided in the agreement, but not more than
368 10 years after [
369 (2)(a), unless extended under Subsection (3).
370 (3) (a) All or some of the parties to a voting trust may extend the voting trust for
371 additional terms of not more than 10 years each by signing an extension agreement and
372 obtaining the trustee's written consent to the extension.
373 (b) An extension is valid for not more than 10 years from the [
374 first shareholder signs the extension agreement.
375 (c) The trustee shall deliver copies of the extension agreement and list of beneficial
376 owners to the corporation's principal office.
377 (d) An extension agreement binds only those parties signing [
378 agreement.
379 Section 5. Section 16-10a-1601 is amended to read:
380 16-10a-1601. Corporate records.
381 (1) A corporation shall keep as permanent records:
382 (a) minutes of all meetings of [
383 directors[
384 (b) a record of all actions taken by the shareholders or board of directors without a
385 meeting[
386 (c) a record of all actions taken on behalf of the corporation by a committee of the
387 board of directors in place of the board of directors[
388 (d) a record of all waivers of notices of:
389 (i) meetings of shareholders[
390 (ii) meetings of the board of directors[
391 (iii) or any meetings of committees of the board of directors.
392 (2) A corporation shall maintain appropriate accounting records.
393 (3) A corporation or [
394
395 preparation of a list of shareholders:
396 (a) that is arranged by voting group and within each voting group by class or series of
397 shares;
398 (b) that is in alphabetical or numerical order within each class or series; and
399 (c) that shows the address of and the number of shares of each class and series held by
400 each shareholder.
401 (4) A corporation shall ensure that the list described in Subsection (3) shows:
402 (a) each shareholder's physical mailing address, if the identity of the shareholder on the
403 list consists of the shareholder's name; and
404 (b) each shareholder's authorized means of receipt for electronic transmissions, if the
405 identity of a shareholder on the list consists of the shareholder's data address.
406 [
407 information storage device or any distributed electronic networks or databases, provided that
408 the corporation keeps the records in written form or in any form capable of conversion into
409 written form within a reasonable time.
410 [
411 corporation's principal office:
412 (a) [
413 (b) [
414 (c) the minutes of all shareholders' meetings, and records of all action taken by
415 shareholders without a meeting, for the past three years;
416 (d) all written communications within the past three years to shareholders as a group or
417 to the holders of any class or series of shares as a group;
418 (e) a list of the names and business addresses of [
419 and directors;
420 (f) [
421 Section 16-10a-1607; and
422 (g) all financial statements prepared for periods ending during the last three years that a
423 shareholder could request under Section 16-10a-1605.
424 Section 6. Section 16-10a-1602 is amended to read:
425 16-10a-1602. Inspection of records by shareholders and directors.
426 (1) A shareholder or director of a corporation is entitled to inspect and copy, during
427 regular business hours at the corporation's principal office, any of the records of the corporation
428 described in Subsection 16-10a-1601[
429 corporation written notice of the demand at least five business days before the date on which
430 [
431 (2) In addition to the rights set forth in Subsection (1), a shareholder or director of a
432 corporation is entitled to inspect and copy, during regular business hours at a reasonable
433 location specified by the corporation, any of the following records of the corporation if the
434 shareholder or director meets the requirements of Subsection (3) and gives the corporation
435 written notice of the demand at least five business days before the date on which [
436 shareholder or director wishes to inspect and copy:
437 (a) excerpts from:
438 (i) minutes of any meeting, records of any action taken by the board of directors, or by
439 a committee of the board of directors while acting on behalf of the corporation in place of the
440 board of directors;
441 (ii) minutes of any meeting of the shareholders;
442 (iii) records of any action taken by the shareholders without a meeting; and
443 (iv) waivers of notices of any meeting of the shareholders, of any meeting of the board
444 of directors, or of any meeting of a committee of the board of directors;
445 (b) accounting records of the corporation; and
446 (c) the record of shareholders described in Subsection 16-10a-1601(3).
447 (3) A shareholder or director is entitled to inspect and copy records as described in
448 Subsection (2) only if:
449 (a) the demand is made in good faith and for a proper purpose;
450 (b) the shareholder or director describes with reasonable particularity [
451 shareholder's or director's purpose and the records [
452 inspect; and
453 (c) the records are directly connected with [
454 (4) For purposes of this section:
455 (a) "proper purpose" means a purpose reasonably related to the demanding
456 shareholder's or director's interest as a shareholder or director; and
457 (b) "shareholder" includes a beneficial owner whose shares are held in a voting trust
458 and any other beneficial owner who establishes beneficial ownership.
459 (5) The right of inspection granted by this section may not be abolished by a
460 corporation's articles of incorporation or bylaws.
461 (6) This section does not affect:
462 (a) the right of a shareholder or director to inspect records under Section 16-10a-720
463 or, if the shareholder or director is in litigation with the corporation, to the same extent as any
464 other litigant; or
465 (b) the power of a court, independent of this chapter, to compel the production of
466 corporate records for examination.
467 (7) A shareholder or director may not use any information obtained through the
468 inspection or copying of records permitted by Subsection (2) for any purposes other than those
469 set forth in a demand made under Subsection (3).
470 Section 7. Section 42-2-6.6 is amended to read:
471 42-2-6.6. Assumed name.
472 (1) The assumed name:
473 (a) may not contain any word or phrase that indicates or implies that the business is
474 organized for any purpose other than one or more of the purposes contained in its application;
475 (b) shall be distinguishable from any registered name or trademark of record in the
476 offices of the Division of Corporations and Commercial Code, as defined in Subsection
477 16-10a-401(5), except as authorized by the Division of Corporations and Commercial Code
478 pursuant to Subsection (2);
479 (c) without the written consent of the United States Olympic Committee, may not
480 contain the words:
481 (i) "Olympic";
482 (ii) "Olympiad"; or
483 (iii) "Citius Altius Fortius";
484 (d) without the written consent of the Division of Consumer Protection issued in
485 accordance with Section 13-34-114, may not contain the words:
486 (i) "university";
487 (ii) "college"; or
488 (iii) "institute" or "institution"; and
489 (e) an assumed name authorized for use in this state on or after May 1, 2000, may not
490 contain the words:
491 (i) "incorporated";
492 (ii) "inc."; or
493 (iii) a variation of "incorporated" or "inc."
494 (2) Notwithstanding Subsection (1)(e), an assumed name may contain a word listed in
495 Subsection (1)(e) if the Division of Corporations and Commercial Code authorizes the use of
496 the name by a corporation as defined in:
497 (a) Subsection 16-6a-102(26);
498 (b) Subsection 16-6a-102(35);
499 (c) Subsection 16-10a-102(11); or
500 (d) Subsection 16-10a-102[
501 (3) The Division of Corporations and Commercial Code shall authorize the use of the
502 name applied for if:
503 (a) the name is distinguishable from one or more of the names and trademarks that are
504 on the division's records; or
505 (b) the applicant delivers to the division a certified copy of the final judgment of a
506 court of competent jurisdiction establishing the applicant's right to use the name applied for in
507 this state.
508 (4) The assumed name, for purposes of recordation, shall be either translated into
509 English or transliterated into letters of the English alphabet if it is not in English.
510 (5) The Division of Corporations and Commercial Code may not approve an
511 application for an assumed name to any person violating this section.
512 (6) The director of the Division of Corporations and Commercial Code shall have the
513 power and authority reasonably necessary to interpret and efficiently administer this section
514 and to perform the duties imposed on the division by this section.
515 (7) A name that implies by any word in the name that it is an agency of the state or of
516 any of its political subdivisions, if it is not actually such a legally established agency, may not
517 be approved for filing by the Division of Corporations and Commercial Code.
518 (8) Section 16-10a-403 applies to this chapter.
519 (9) (a) The requirements of Subsection (1)(d) do not apply to a person who filed a
520 certificate of assumed and of true name with the Division of Corporations and Commercial
521 Code on or before May 4, 1998, until December 31, 1998.
522 (b) On or after January 1, 1999, any person who carries on, conducts, or transacts
523 business in this state under an assumed name shall comply with the requirements of Subsection
524 (1)(d).