1     
CORPORATE RENEWAL AMENDMENTS

2     
2024 GENERAL SESSION

3     
STATE OF UTAH

4     
Chief Sponsor: Ken Ivory

5     
Senate Sponsor: ____________

6     

7     LONG TITLE
8     General Description:
9          This bill standardizes the renewal process for business entities.
10     Highlighted Provisions:
11          This bill:
12          ▸     authorizes the Division of Corporations to determine the form and process by which
13     the division receives an annual report from a business entity;
14          ▸     standardizes the renewal process for certain business entities; and
15          ▸     makes technical changes.
16     Money Appropriated in this Bill:
17          None
18     Other Special Clauses:
19          None
20     Utah Code Sections Affected:
21     AMENDS:
22          16-6a-1607, as last amended by Laws of Utah 2008, Chapter 364
23          16-10a-1607, as last amended by Laws of Utah 2010, Chapter 378
24          16-11-14, as last amended by Laws of Utah 2000, Chapter 261
25          16-16-207, as last amended by Laws of Utah 2010, Chapter 378
26          48-1d-1109, as enacted by Laws of Utah 2013, Chapter 412
27          48-2e-212, as enacted by Laws of Utah 2013, Chapter 412
28          48-3a-212, as enacted by Laws of Utah 2013, Chapter 412
29          48-5-204, as enacted by Laws of Utah 2023, Chapter 85
30     

31     Be it enacted by the Legislature of the state of Utah:
32          Section 1. Section 16-6a-1607 is amended to read:
33          16-6a-1607. Annual report for division.
34          (1) Each domestic nonprofit corporation, and each foreign nonprofit corporation
35     authorized to conduct affairs in this state, shall [deliver to the division for filing an annual
36     report on a form provided by the division that sets forth:] file an annual report with the division
37     that includes:
38          (a) (i) the corporate name of the [domestic or foreign] nonprofit corporation; and
39          (ii) any assumed corporate name of the foreign nonprofit corporation;
40          (b) the jurisdiction under whose law [it] the nonprofit corporation is incorporated;
41          (c) the information required by Subsection 16-17-203(1);
42          (d) the street address of [its] the nonprofit corporation's principal office, wherever
43     located; and
44          (e) the names and addresses of [its] the nonprofit corporation's directors and principal
45     officers.
46          [(2) The division shall deliver a copy of the prescribed form of annual report to each
47     domestic nonprofit corporation and each foreign nonprofit corporation authorized to conduct
48     affairs in this state.]
49          (2) The division shall:
50          (a) determine the form and process by which a corporation described in Subsection (1)
51     is required to file an annual report; and
52          (b) deliver a copy of the prescribed form to each domestic nonprofit corporation and
53     each foreign nonprofit corporation authorized to conduct affairs in this state.
54          (3) Information in the annual report shall be current as of the date the annual report is
55     executed on behalf of the nonprofit corporation.
56          [(4) (a) The annual report of a domestic or foreign nonprofit corporation shall be
57     delivered annually to the division no later than 60 days past the date the report was mailed by
58     the division.]
59          [(b) Proof to the satisfaction of the division that the nonprofit corporation has mailed
60     an annual report form is considered in compliance with this Subsection (4).]
61          (4) (a) A domestic or foreign nonprofit corporation shall deliver the nonprofit
62     corporation's first annual report to the division no sooner than January 1 and no later than May
63     1, of the year following the calendar year in which the domestic nonprofit corporation's articles
64     of incorporation become effective or the foreign nonprofit corporation's application for
65     authority to conduct affairs in this state becomes effective, unless the division specifies a
66     different time period by rule made in accordance with Title 63G, Chapter 3, Utah
67     Administrative Rulemaking Act.
68          (b) A domestic or foreign nonprofit corporation shall deliver to the division an annual
69     report each calendar year following the year of the first annual report, no sooner than January 1
70     and no later than May 1, unless the division specifies a different time period by rule made in
71     accordance with Title 63G, Chapter 3, Utah Administrative Rulemaking Act.
72          (c) If a nonprofit corporation submits one or more annual reports for a calendar year,
73     the division shall file each additional annual report and make the information contained in the
74     report a part of the official record.
75          (d) The first annual report filed for a calendar year is considered the annual report for
76     that calendar year.
77          (e) Each report filed after the first report in the same calendar year is considered an
78     amended report for that calendar year.
79          (f) A nonprofit corporation has not violated the requirement to submit an annual report
80     if the nonprofit corporation can provide evidence of the submission.
81          (5) (a) If an annual report contains the information required by this section, the division
82     shall file [it] the annual report.
83          (b) If an annual report does not contain the information required by this section, the
84     division shall promptly notify the reporting domestic or foreign nonprofit corporation in
85     writing and return the annual report to [it] the nonprofit corporation for correction.
86          (c) If an annual report that is rejected under Subsection (5)(b) was otherwise timely
87     filed and is corrected to contain the information required by this section and delivered to the
88     division within 30 days after the effective date of the notice of rejection, the annual report is
89     considered [to be] timely filed.
90          (6) The fact that an individual's name is signed on an annual report form is prima facie
91     evidence for division purposes that the individual is authorized to certify the report on behalf of
92     the nonprofit corporation.
93          (7) The annual report form provided by the division may be designed to provide a
94     simplified certification by the nonprofit corporation if no changes have been made in the
95     required information from the last preceding report filed.
96          [(8) A domestic or foreign nonprofit corporation may, but may not be required to,
97     deliver to the division for filing an amendment to its annual report reflecting any change in the
98     information contained in its annual report as last amended.]
99          Section 2. Section 16-10a-1607 is amended to read:
100          16-10a-1607. Annual report for division.
101          (1) Each domestic corporation, and each foreign corporation authorized to transact
102     business in this state, shall deliver to the division for filing an annual report on a form provided
103     by the division that sets forth:
104          (a) the corporate name of the domestic or foreign corporation and any assumed
105     corporate name of the foreign corporation;
106          (b) the jurisdiction under whose law it is incorporated;
107          (c) the information required by Subsection 16-17-203(1);
108          (d) the street address of its principal office, wherever located; and
109          (e) the names of its principal officers.
110          [(2) The division shall deliver a copy of the prescribed form of annual report to each
111     domestic corporation and each foreign corporation authorized to transact business in this state.]
112          (2) The division shall:
113          (a) determine the form and process by which a corporation described in Subsection (1)
114     is required to file an annual report; and
115          (b) deliver a copy of the prescribed form to each domestic corporation and each foreign
116     corporation authorized to conduct affairs in this state.
117          (3) Information in the annual report shall be current as of the date the annual report is
118     executed on behalf of the corporation.
119          [(4) The annual report of a domestic or foreign corporation shall be delivered annually
120     to the division no later than the end of the second calendar month following the calendar month
121     in which the report form is mailed by the division. Proof to the satisfaction of the division that
122     the corporation has mailed an annual report form is considered in compliance with this
123     subsection.]
124          [(5)] (4) (a) A domestic or foreign corporation shall deliver the corporation's first
125     annual report to the division no sooner than January 1 and no later than May 1, of the year
126     following the calendar year in which the domestic corporation's articles of incorporation
127     become effective or a foreign corporation's application for authority to transact business in this
128     state becomes effective, unless the division specifies a different time period by rule made in
129     accordance with Title 63G, Chapter 3, Utah Administrative Rulemaking Act.
130          (b) A domestic or foreign corporation shall deliver an annual report to the division
131     each calendar year following the year of the first report, no sooner than January 1 and no later
132     than May 1, unless the division specifies a different time period by rule made in accordance
133     with Title 63G, Chapter 3, Utah Administrative Rulemaking Act.
134          (c) If a corporation submits one or more annual reports for a calendar year, the division
135     shall file each additional annual report and make the information contained in the report a part
136     of the official record.
137          (d) The first annual report filed for a calendar year is considered the annual report for
138     that calendar year.
139          (e) Each report filed after the first report in the same calendar year is considered an
140     amended report for that calendar year.
141          (f) A corporation has not violated the requirement to submit an annual report if the
142     corporation can provide evidence of the submission.
143          (5) (a) If an annual report contains the information required by this section, the division
144     shall file [it] the annual report.
145          (b) If a report does not contain the information required by this section, the division
146     shall promptly notify the reporting domestic or foreign corporation in writing and return the
147     report to [it] the corporation for correction.
148          (c) If the report was otherwise timely filed and is corrected to contain the information
149     required by this section and delivered to the division within 30 days after the effective date of
150     the notice of rejection, the annual report is considered [to be] timely filed.
151          (6) The fact that an individual's name is signed on an annual report form is prima facie
152     evidence for division purposes that the individual is authorized to certify the report on behalf of
153     the corporation.
154          (7) The annual report form provided by the division may be designed to provide a
155     simplified certification by the corporation if no changes have been made in the required
156     information from the last preceding report filed.
157          (8) A domestic or foreign corporation may, but may not be required to, deliver to the
158     division for filing an amendment to its annual report reflecting any change in the information
159     contained in its annual report as last amended.
160          Section 3. Section 16-11-14 is amended to read:
161          16-11-14. Annual certificate -- Filing -- Contents -- Filing fee.
162          [During the month of the anniversary date of incorporation, each] Each professional
163     corporation shall file with the division an annual report as specified by Section 16-10a-1607,
164     giving the names and residence addresses of all shareholders of the professional corporation [as
165     of its anniversary date of incorporation next preceding], and certifying that all of the
166     shareholders are duly licensed to render the same specific professional services as those for
167     which the corporation was organized or otherwise qualify to be shareholders pursuant to the
168     applicable licensing act for the profession for which the corporation was organized.
169          Section 4. Section 16-16-207 is amended to read:
170          16-16-207. Annual report for division.
171          (1) A limited cooperative association or foreign cooperative authorized to transact
172     business in this state shall deliver to the division for filing an annual report that states:
173          (a) the name of the association or foreign cooperative;
174          (b) the street address and, if different, mailing address of the association's or foreign
175     cooperative's designated office and the name of its agent for service of process at the
176     designated office;
177          (c) the street address and, if different, mailing address of the association's or foreign
178     cooperative's principal office; and
179          (d) in the case of a foreign cooperative, the state or other jurisdiction under whose law
180     the foreign cooperative is formed and any alternative name adopted under Section 16-16-1405.
181          (2) Information in an annual report shall be current as of the date the report is delivered
182     to the division.
183          (3) (a) A limited cooperative association or foreign cooperative authorized to transact
184     business in this state shall deliver the cooperative's first annual report to the division no sooner
185     than January 1 and no later than May 1, of the year following the calendar year in which the
186     limited cooperative association forms or the foreign cooperative is authorized to transact
187     business in this state, unless the division specifies a different time period by rule made in
188     accordance with Title 63G, Chapter 3, Utah Administrative Rulemaking Act.
189          (b) A limited cooperative association or foreign cooperative authorized to transact
190     business in this state shall deliver to the division an annual report each calendar year following
191     the year of the first report, no sooner than January 1 and no later than May 1, unless the
192     division specifies a different time period by rule made in accordance with Title 63G, Chapter 3,
193     Utah Administrative Rulemaking Act.
194          (c) If a cooperative association submits one or more annual reports for a calendar year,
195     the division shall file each additional annual report and make the information contained in the
196     report a part of the official record.
197          (d) The first annual report filed for a calendar year is considered the annual report for
198     that calendar year.
199          (e) Each report filed after the first report in the same calendar year is considered an
200     amended report for that calendar year.
201          (f) A cooperative has not violated the requirement to submit an annual report if the
202     cooperative can provide evidence of the submission.
203          [(3) The first annual report shall be delivered to the division between January 1 and
204     April 1 of the year following the calendar year in which the limited cooperative association is
205     formed or the foreign cooperative is authorized to transact business in this state. For
206     subsequent years, an annual report shall be delivered to the division during the month in which
207     falls the anniversary of the limited cooperative association's organization or the foreign
208     cooperative's authorization to transact business.]
209          (4) (a) If an annual report does not contain the information required by Subsection (1),
210     the division shall promptly notify the reporting limited cooperative association or foreign
211     cooperative and return the report for correction.
212          (b) If the report is corrected to contain the information required by Subsection (1) and
213     delivered to the division not later than 30 days after the date of the notice from the division, [it]
214     the report is timely delivered.
215          (5) If a filed annual report contains an address of the designated office, name of the
216     agent for service of process, or address of the principal office which differs from the
217     information shown in the records of the division immediately before the filing, the differing
218     information in the annual report is considered a statement of change.
219          (6) If a limited cooperative association fails to deliver an annual report under this
220     section, the division may proceed under Section 16-16-1211 to dissolve the association
221     administratively.
222          (7) If a foreign cooperative fails to deliver an annual report under this section, the
223     division may revoke the certificate of authority of the cooperative.
224          Section 5. Section 48-1d-1109 is amended to read:
225          48-1d-1109. Annual report for division.
226          (1) Each limited liability partnership and registered foreign limited liability partnership
227     shall deliver to the division for filing an annual report that states:
228          (a) the name of the limited liability partnership or foreign limited liability partnership;
229          (b) the information required under Subsection 16-17-203(1);
230          (c) the street and mailing addresses of its principal office;
231          (d) the name of at least one partner; and
232          (e) in the case of a foreign limited liability partnership, its jurisdiction of formation and
233     any alternate name adopted under Subsection 48-1d-1206(1).
234          (2) Information in an annual report must be current as of the date the report is signed
235     by the limited liability partnership or registered foreign limited liability partnership.
236          [(3) A report must be delivered to the division for each year following the calendar
237     year in which the limited liability partnership's statement of qualification became effective or
238     the registered foreign limited liability partnership registered to do business in this state:]
239          [(a) in the case of a limited liability partnership, the annual report must be delivered to
240     the division during the month in which is the anniversary date on which the limited liability
241     partnership statement of qualification became effective; and]
242          [(b) in the case of a registered foreign limited liability partnership, the annual report
243     must be delivered to the division during the month in which is the anniversary date on which
244     the registered foreign limited liability partnership registered to do business in this state.]
245          [(4)] (3) (a) A limited liability partnership or a registered foreign limited liability
246     partnership shall deliver the limited liability partnership's first annual report to the division no
247     sooner than January 1 and no later than May 1, of the year following the calendar year in which
248     the limited liability partnership's statement of qualification becomes effective or the registered
249     foreign limited liability partnership registered to do business in this state, unless the division
250     specifies a different time period by rule made in accordance with Title 63G, Chapter 3, Utah
251     Administrative Rulemaking Act.
252          (b) A limited liability partnership or a registered foreign limited liability partnership
253     shall deliver to the division an annual report each calendar year following the year of the first
254     report, no sooner than January 1 and no later than May 1, unless the division specifies a
255     different time period by rule made in accordance with Title 63G, Chapter 3, Utah
256     Administrative Rulemaking Act.
257          (c) If a limited liability partnership submits one or more annual reports for a calendar
258     year, the division shall file each additional annual report and make the information contained in
259     the report a part of the official record.
260          (d) The first annual report filed for a calendar year is considered the annual report for
261     that calendar year.
262          (e) Each report filed after the first report in the same calendar year is considered an
263     amended report for that calendar year.
264          (f) A limited liability partnership has not violated the requirement to submit an annual
265     report if the limited liability partnership can provide evidence of the submission.
266          (4) If an annual report does not contain the information required by this section, the
267     division promptly shall notify the reporting limited liability partnership or registered foreign
268     limited liability partnership in a record and return the report for correction.
269          (5) If an annual report contains the name or address of a registered agent which differs
270     from the information shown in the records of the division immediately before the annual report
271     becomes effective, the differing information in the annual report is considered a statement of
272     change under Section 16-17-206.
273          Section 6. Section 48-2e-212 is amended to read:
274          48-2e-212. Annual report for division.
275          (1) A limited partnership or a registered foreign limited partnership shall deliver to the
276     division for filing an annual report that states:
277          (a) the name of the limited partnership or foreign limited partnership;
278          (b) the information required by Subsection 16-17-203(1);
279          (c) the street and mailing addresses of its principal office;
280          (d) the name of at least one general partner; and
281          (e) in the case of a foreign limited partnership, the jurisdiction whose law governs the
282     foreign limited partnership's internal affairs and any alternate name adopted under Subsection
283     48-2e-906(1).
284          (2) Information in the annual report must be current as of the date the report is signed
285     by the limited partnership or registered foreign limited partnership.
286          [(3) A report must be delivered to the division for each year following the calendar
287     year in which the limited partnership's certificate of limited partnership became effective or the
288     registered foreign limited partnership registered to do business in this state:]
289          [(a) in the case of a limited partnership, the annual report must be delivered to the
290     division during the month in which is the anniversary date on which the limited partnership
291     certificate of limited partnership became effective; and]
292          [(b) in the case of a registered foreign limited partnership, the annual report must be
293     delivered to the division during the month in which is the anniversary date on which the
294     registered foreign limited partnership registered to do business in this state.]
295          [(4)] (3) (a) A limited partnership or a registered foreign limited partnership shall
296     deliver the limited partnership's first annual report to the division no sooner than January 1 and
297     no later than May 1, of the year following the calendar year in which the limited partnership's
298     certificate of limited partnership becomes effective or the registered foreign limited partnership
299     registers to do business in this state, unless the division specifies a different time period by rule
300     made in accordance with Title 63G, Chapter 3, Utah Administrative Rulemaking Act.
301          (b) A limited partnership or a registered foreign limited partnership shall deliver to the
302     division an annual report each calendar year following the year of the first report, no sooner
303     than January 1 and no later than May 1, unless the division specifies a different time period by
304     rule made in accordance with Title 63G, Chapter 3, Utah Administrative Rulemaking Act.
305          (c) If a limited partnership submits one or more annual reports for a calendar year, the
306     division shall file each additional annual report and make the information contained in the
307     report a part of the official record.
308          (d) The first annual report filed for a calendar year is considered the annual report for
309     that calendar year.
310          (e) Each report filed after the first report in the same calendar year is considered an
311     amended report for that calendar year.
312          (f) A limited partnership has not violated the requirement to submit an annual report if
313     the limited partnership can provide evidence of the submission.
314          (4) If an annual report does not contain the information required by this section, the
315     division promptly shall notify the reporting limited partnership or registered foreign limited
316     partnership in a record and return the report for correction.
317          (5) If an annual report contains the name or address of a registered agent which differs
318     from the information shown in the records of the division immediately before the annual report
319     becomes effective, the differing information in the annual report is considered a statement of
320     change under Section 16-17-206.
321          Section 7. Section 48-3a-212 is amended to read:
322          48-3a-212. Annual report for division.
323          (1) A limited liability company or a registered foreign limited liability company shall
324     deliver to the division for filing an annual report that states:
325          (a) the name of the limited liability company or registered foreign limited liability
326     company;
327          (b) the information required by Subsection 16-17-203(1);
328          (c) the street and mailing addresses of its principal office;
329          (d) the name of at least one governing person; and
330          (e) in the case of a foreign limited liability company, its jurisdiction of formation and
331     any alternate name adopted under Subsection 48-3a-906(1).
332          (2) Information in the annual report must be current as of the date the report is signed
333     by the limited liability company or registered foreign limited liability company.
334          [(3) A report must be delivered to the division for each year following the calendar
335     year in which the limited liability company's certificate of organization became effective or the
336     registered foreign limited liability company registered to do business in this state:]
337          [(a) in the case of a limited liability company, the annual report must be delivered to
338     the division during the month in which is the anniversary date on which the limited liability
339     company's certificate of formation became effective; and]
340          [(b) in the case of a registered foreign limited liability company, the annual report must
341     be delivered to the division during the month in which is the anniversary date on which the
342     registered foreign limited liability company registered to do business in this state.]
343          [(4)] (3) (a) A limited liability company or a registered foreign limited liability
344     company shall deliver the limited liability company's first annual report to the division no
345     sooner than January 1 and no later than May 1, of the year following the calendar year in which
346     the limited liability company's certificate of organization becomes effective or the registered
347     foreign limited liability company registers to do business in this state, unless the division
348     specifies a different time period by rule made in accordance with Title 63G, Chapter 3, Utah
349     Administrative Rulemaking Act.
350          (b) A limited partnership or a registered foreign limited partnership shall deliver to the
351     division an annual report each calendar year following the year of the first report, no sooner
352     than January 1 and no later than May 1, unless the division specifies a different time period by
353     rule made in accordance with Title 63G, Chapter 3, Utah Administrative Rulemaking Act.
354          (c) If a limited liability company submits one or more annual reports for a calendar
355     year, the division shall file each additional annual report and make the information contained in
356     the report a part of the official record.
357          (d) The first annual report filed for a calendar year is considered the annual report for
358     that calendar year.
359          (e) Each report filed after the first report in the same calendar year is considered an
360     amended report for that calendar year.
361          (f) A limited liability company has not violated the requirement to submit an annual
362     report if the limited liability company can provide evidence of the submission.
363          (4) If an annual report does not contain the information required by this section, the
364     division promptly shall notify the reporting limited liability company or registered foreign
365     limited liability company in a record and return the report for correction.
366          (5) If an annual report contains the name or address of a registered agent which differs
367     from the information shown in the records of the division immediately before the annual report
368     becomes effective, the differing information in the annual report is considered a statement of
369     change under Section 16-17-206.
370          Section 8. Section 48-5-204 is amended to read:
371          48-5-204. Annual report to the division.
372          (1) A decentralized autonomous organization shall deliver to the division for filing an
373     annual report that states:
374          (a) the name of the decentralized autonomous organization; and
375          (b) the information required by Subsection 16-17-203(1).
376          (2) Information in the annual report must be current as of the date the report is signed
377     by the decentralized autonomous organization.
378          (3) (a) A decentralized autonomous organization shall deliver the organization's first
379     annual report to the division no sooner than January 1 and no later than May 1, of the year
380     following the calendar year in which the decentralized autonomous organization's certificate of
381     organization becomes effective, unless the division specifies a different time period by rule
382     made in accordance with Title 63G, Chapter 3, Utah Administrative Rulemaking Act.
383          (b) A decentralized autonomous organization shall deliver to the division an annual
384     report each calendar year following the year of the first report, no sooner than January 1 and no
385     later than May 1, unless the division specifies a different time period by rule made in
386     accordance with Title 63G, Chapter 3, Utah Administrative Rulemaking Act.
387          (c) If a decentralized autonomous organization submits one or more annual reports for
388     a calendar year, the division shall file each additional annual report and make the information
389     contained in the report a part of the official record.
390          (d) The first annual report filed for a calendar year is considered the annual report for
391     that calendar year.
392          (e) Each report filed after the first report in the same calendar year is considered an
393     amended report for that calendar year.
394          (f) A decentralized autonomous organization has not violated the requirement to
395     submit an annual report if the decentralized autonomous organization can provide evidence of
396     the submission.
397          [(3) Every 12 months after the decentralized autonomous organization has been issued
398     a certificate of organization, the decentralized autonomous organization shall submit the annual
399     report described in Subsection (1) to the division.]
400          Section 9. Effective date.
401          This bill takes effect on May 1, 2024.