Chapter 414D — Chapter 414D

§414D-251 Appeal from denial of reinstatement. (a) The department director, upon denying a corporation's application for reinstatement following administrative dissolution, shall mail a written notice to the corporation or its designated representative that explains the reason or…

§414D-252 Grounds for judicial dissolution. (a) The court may dissolve a corporation in a proceeding by the attorney general if it is established that: (b) In a proceeding by fifty members or members holding five per cent of the voting power, whichever is less, or by a director o…

§414D-253 Procedure for judicial dissolution. (a) Venue for a proceeding by the attorney general to dissolve a corporation shall be in the circuit court for the first circuit. Venue for a proceeding brought by any other party named in section 414D-252 shall be in the county where…

§414D-273 Application for certificate of authority. (a) A foreign corporation may apply for a certificate of authority to transact business in this State by delivering an application to the department director for filing. The application shall set forth: (b) The foreign corporati…

§414D-276 Corporate name of foreign corporation. (a) If the corporate name of a foreign corporation does not satisfy the requirements of section 414D-61, the foreign corporation, to obtain or maintain a certificate of authority to transact business in this State, may use a fictit…

§414D-277 Registered agent of foreign corporation. Each foreign corporation authorized to transact business in this State shall continuously maintain in this State a registered agent, who shall have a business address in this State and may be:

§414D-278 Change of registered agent of foreign corporation. (a) A foreign corporation authorized to transact business in this State may change its registered agent by complying with the requirements of section 425R-7. (b) If a registered agent changes its name, its address, or i…

§414D-279 Resignation of registered agent of foreign corporation. The registered agent of a foreign corporation may resign as agent by complying with the requirements of section 425R-10. [L 2001, c 105, pt of §1; am L 2009, c 55, §26]

§414D-282 Withdrawal of foreign corporation. (a) A foreign corporation authorized to transact business in this State shall not withdraw from this State until it obtains a certificate of withdrawal from the department director. (b) A foreign corporation authorized to transact busi…

§414D-283 Grounds for revocation of certificate of authority. The department director may commence a proceeding under section 414D-284 to revoke the certificate of authority of a foreign corporation authorized to transact business in this State if:

§414D-284 Procedure and effect of revocation. (a) The department director upon determining that one or more grounds exist under section 414D-283 for revocation of a certificate of authority shall give written notice of the department director's determination by mailing the notice…

§414D-3 Filing requirements. (a) A document must satisfy the requirements of this section, and of any other section that adds to or varies these requirements, to be entitled to filing by the department director. (b) This chapter must require or permit filing of the document with …

§414D-302 Inspection of records by members. (a) Subject to sections 414D-301(e) and 414D-303(c), a member is entitled to inspect and copy, at a reasonable time and location specified by the corporation, any of the records of the corporation described in section 414D-301(e) if the…

§414D-304 Court-ordered inspection. (a) If a corporation does not allow a member who complies with section 414D-302(a) to inspect and copy any records required by that section to be available for inspection, the court in the county where the corporation's principal office (or, if…

§414D-305 Limitations on use of membership list. Without consent of the board, a membership list or any part thereof shall not be obtained or used by any person for any purpose unrelated to a member's interest as a member. Without limiting the generality of the foregoing, without…

§414D-308 Annual report. (a) Each domestic corporation, and each foreign corporation authorized to transact business in the State, shall deliver to the department director an annual report on a form prescribed and furnished by the department director that sets forth: (b) The annu…

[PART XVI.] SUPERSEDING CHAPTERS §414D-311 Superseding chapters. In the event of any conflict between the provisions of this chapter and the provisions of chapter 421J, 514B, or 514E, the provisions of chapter 421J, 514B, or 514E shall supersede and control the provisions of this…

§414D-32 Articles of incorporation. (a) The articles of incorporation shall set forth: (b) The articles of incorporation may set forth: (c) None of the provisions specified in this section shall eliminate or limit the liability of a director for any act or omission occurring prio…

part XVII. TRANSITION PROVISIONS §414D-321 Application to existing domestic corporations. This chapter applies to all domestic corporations in existence on July 1, 2002, that were incorporated under any general statute of this State providing for incorporation of nonprofit corpor…

§414D-323 Saving provisions. (a) Except as provided in subsection (b), the repeal of a statute by this chapter does not affect: (b) If a penalty or punishment imposed for violation of a statute repealed by this chapter is reduced by this chapter, the penalty or punishment if not …

§414D-33 Incorporation. (a) A corporation's existence begins when the articles of incorporation are filed with the department director. (b) The department director's filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions preced…

§414D-5 Filing, service, and copying fees. (a) The following fees shall be paid to the department director upon the filing of corporate documents: (b) All special handling fees shall be credited to the compliance resolution fund established under section 26-9(o). (c) The departme…

§414D-54 Ultra vires. (a) Except as provided in subsection (b), the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act. (b) A corporation's power to act may be challenged in a proceeding against the corporation to en…

§414D-6 Effective time and date of document. (a) Except as otherwise provided in subsection (b) and section 414D-7(c), a document is effective: (b) Articles of dissolution, articles of conversion, and articles of merger may specify a delayed effective time and date, and if it doe…

PART IV. NAMES §414D-61 Corporate name. (a) A corporate name shall not contain language stating or implying that the corporation is organized for a purpose other than that permitted by section 414D-51 and its articles of incorporation. (b) Except as authorized by subsections (c) …

§414D-63 REPEALED. L 2003, c 124, §101.

§414D-64 Administrative order of abatement for infringement of corporate name. (a) Any domestic corporation in good standing or foreign corporation authorized to do business in this State claiming that the name of another entity registered or authorized to transact business under…

PART V. OFFICE AND REGISTERED AGENT §414D-71 Registered agent. Each corporation shall continuously maintain in this State a registered agent, who shall have a business address in this State and shall be:

§414D-72 Designation or change of registered agent. (a) A corporation that does not already have a registered agent shall designate its registered agent by complying with section 425R-4. (b) A corporation may change its registered agent by complying with section 425R-7. (c) If th…

§414D-73 Resignation of registered agent. A registered agent may resign from the registered agent's appointment by complying with the requirements of section 425R-10. [L 2001, c 105, pt of §1; am L 2012, c 58, §7]

§414D-74 Service on corporation. (a) Service of any notice or process authorized by law that is issued against any domestic or foreign corporation by any court, judicial or administrative officer, or board, may be made in the manner provided by law upon any registered agent, offi…

§414D-8 Filing duty of the department director. (a) If a document delivered to the office of the department director for filing satisfies the requirements of section 414D-3, the department director shall file it. (b) The department director files a document by stamping or otherwi…

§414D-88 REPEALED. L 2002, c 130, §113.

§414D-89 Termination, expulsion, and suspension. (a) No member may be expelled or suspended, and no membership or memberships in such corporations may be terminated or suspended except pursuant to a procedure that is fair and reasonable, and is carried out in good faith. (b) A pr…

§414D-90 Derivative suits. (a) A proceeding may be brought on behalf of a domestic or foreign corporation to procure a judgment in its favor by any member or members having five per cent or more of the voting power, or by fifty members, whichever is less, or any director. (b) In …