Title 23, Corporations And Partnerships

pARt XIV. FOREIGN CORPORATIONS [§414D-271] Authority to transact business required. (a) A foreign corporation may not transact business in this State until it obtains a certificate of authority from the department director. (b) The following activities, in addition to others, do …

[§414D-272] Consequences of transacting business without authority. (a) A foreign corporation transacting business in this State without a certificate of authority shall not maintain a proceeding in any court in this State until it obtains a certificate of authority. (b) The succ…

§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-274 Change of name by foreign corporation. (a) Whenever the name of a foreign corporation that is authorized to transact business in this State is changed by an amendment to its articles of incorporation, the foreign corporation, within sixty days after the amendment become…

[§414D-275] Effect of certificate of authority. (a) A certificate of authority authorizes the foreign corporation to which it is issued to transact business in this State subject to the right of the State to revoke the certificate as provided in this chapter. (b) A foreign corpor…

§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-280 Service on foreign corporation. (a) Service of any notice or process authorized by law that is issued against any foreign corporation by any court, judicial or administrative officer, or board may be made in the manner provided by law upon any registered agent, officer,…

[§414D-281] Application to corporations heretofore authorized to transact business in this State. A foreign corporation that is duly authorized to transact business in this State on July 1, 2002, for a purpose or purposes for which a corporation might secure the authority under t…

§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-285] Appeal from revocation. (a) A foreign corporation may appeal the department director's revocation of its certificate of authority to the circuit court within thirty days after the certificate of revocation is signed. The foreign corporation appeals by petitioning the …

§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 …

part XV. RECORDS AND REPORTS [§414D-301] Corporate records. (a) A corporation shall keep as permanent records minutes of all meetings of its members and board of directors, a record of all actions taken by the members or directors without a meeting, and a record of all actions ta…

§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-303] Scope of inspection rights. (a) A member's agent or attorney shall have the same inspection and copying rights as the member the agent or attorney represents. (b) The right to copy records under section 414D-302 includes, if reasonable, the right to receive copies mad…

§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-306] Financial statements for members. (a) A corporation upon written demand from a member shall furnish that member its latest annual financial statements, which may be consolidated or combined statements of the corporation and one or more of its subsidiaries or affiliate…

[§414D-306.5] Inspection of records by directors. (a) A director of a corporation is entitled to inspect and copy the books, records, and documents of the corporation, including the records described in section 414D-301, at any reasonable time to the extent reasonably related to …

[§414D-307] Report of indemnification to members. If a corporation indemnifies or advances expenses to a director under sections 414D-160 to 414D-163, in connection with a proceeding by or in the right of the corporation, the corporation shall report the indemnification or advanc…

§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 II. ORGANIZATION [§414D-31] Incorporators. One or more individuals may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the department director for filing. [L 2001, c 105, pt of §1]

[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-322] Application to qualified foreign corporations. A foreign corporation authorized to transact business in this State on July 1, 2002 shall be subject to this chapter but is not required to obtain a new certificate of authority to transact business under this chapter. [L…

§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-324] Severability. If any provision of this chapter or its application to any person or circumstance is held invalid by a court of competent jurisdiction, the invalidity does not affect other provisions or applications of this chapter that can be given effect without the i…

§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-34] Liability for preincorporation transactions. All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under this chapter, are jointly and severally liable for all liabilities created while so acting. [L 2001, c 105, pt of §1]

[§414D-35] Organization of corporation. (a) After incorporation: (b) Action required or permitted by this chapter to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more written consents describing t…

[§414D-36] Bylaws. (a) The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation. (b) The bylaws may contain any provision for regulating and managing the affairs of the corporation that is not inconsistent with law or the articles of…

[§414D-37] Emergency bylaws and powers. (a) Unless the articles provide otherwise, the directors of a corporation may adopt, amend, or repeal bylaws to be effective only in an emergency defined in subsection (d). The emergency bylaws, which are subject to amendment or repeal by t…

[§414D-4] Forms. (a) The department director may prescribe and furnish on request, forms for: If the department director so requires, use of these forms is mandatory. (b) The department director may prescribe and furnish on request forms for other documents required or permitted …

§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…

PART III. PURPOSES AND POWERS [§414D-51] Purposes. (a) Every corporation incorporated under this chapter has the purpose of engaging in any lawful activity unless a more limited purpose is set forth in the articles of incorporation. (b) A corporation engaging in an activity that …

[§414D-52] General powers. Unless its articles of incorporation provide otherwise, every corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its affairs including, w…

[§414D-53] Emergency powers. (a) In anticipation of or during an emergency defined in subsection (d), the board of directors of a corporation may: (b) During an emergency defined in subsection (d), unless emergency bylaws provide otherwise: (c) Corporate action taken in good fait…

§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-62] Reserved name. (a) A person may reserve the exclusive use of a corporate name, including a fictitious name for a foreign corporation whose corporate name is not available, by delivering an application to the department director for filing. Upon finding that the corpora…