Title 79, Corporations, Associations, and Partnerships

A filing under this chapter signed by a domestic entity becomes part of the public organic record of the entity if the entity’s organic law provides that similar filings under that law become part of the public organic record of the entity.

The fact that a transaction under this chapter produces a certain result does not preclude the same result from being accomplished in any other manner permitted by law other than this chapter.

A plan may refer to facts ascertainable outside the plan if the manner in which the facts will operate upon the plan is specified in the plan. The facts may include the occurrence of an event or a determination or action by a person, whether or not the event, determination, or ac…

Except as otherwise provided in the organic law or organic rules of a domestic entity, approval of a transaction under this chapter by the affirmative vote or consent of all its interest holders satisfies the requirements of this chapter for approval of the transaction.

(a) An interest holder of a domestic converting or domesticating entity is entitled to appraisal rights in connection with the transaction if the interest holder would have been entitled to appraisal rights under the entity’s organic law in connection with a merger in which the i…

(a) To be entitled to filing by the Secretary of State, a document must satisfy the following requirements and the requirements of any other provision of this chapter that adds to or varies these requirements:(1) This chapter requires or permits filing the document in the Office …

(a) The Secretary of State shall collect a fee of Twenty-five Dollars ($25.00) each time process is served on the Secretary of State under this chapter. The party to a proceeding causing service of process may recover this fee as costs if the party prevails in the proceeding. (b)…

(1) Except as provided in Section 79-37-114, a document accepted for filing is effective:(1) At the date and time of filing, as evidenced by the means used by the Secretary of State for recording the date and time of filing;(2) At the time specified in the document as its effecti…

(a) A domestic or foreign entity may correct a document filed by the Secretary of State within one hundred twenty (120) days of the filing if:(1) The document contains an inaccuracy;(2) The document was defectively signed; or(3) The electronic transmission of the document to the …

(a) A document delivered to the Office of the Secretary of State for filing that satisfies the requirements of Section 79-37-111 must be filed by the Secretary of State. (b) The Secretary of State files a document by recording it as filed on the date and time of receipt. After fi…

(a) If the Secretary of State refuses to file a document delivered for filing, the domestic or foreign entity that submitted the document for filing may appeal the refusal within thirty (30) days after the return of the document to the Chancery Court of the First Judicial Distric…

A filed-stamped copy from the Secretary of State conclusively establishes that the original document is on file with the Secretary of State.

(a) A person commits an offense if he signs a document he knows is false in any material respect with intent that the document be delivered to the Secretary of State for filing. (b) An offense under this section is a misdemeanor punishable by a fine of not to exceed One Thousand …

The Secretary of State has the power reasonably necessary to perform the duties required by this chapter and adopt rules and regulations for enforcement.

(a) A charitable organization as defined in Section 79-11-501 may not convert under this Article 4. (b) By complying with this article, a domestic entity may become:(1) A domestic entity that is a different type of entity; or(2) A foreign entity that is a different type of entity…

(a) A domestic entity may convert to a different type of entity under this article by approving a plan of conversion. The plan must be in a record and contain:(1) The name and type of entity of the converting entity;(2) The name, jurisdiction of formation, and type of entity of t…

(a) A plan of conversion is not effective unless it has been approved:(1) By a domestic converting entity:(A) In accordance with the requirements, if any, in its organic rules for approval of a conversion;(B) If its organic rules do not provide for approval of a conversion, in ac…

(a) A plan of conversion of a domestic converting entity may be amended:(1) In the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or(2) By its governors or interest holders in the manner provided in the plan, but an i…

(a) A statement of conversion must be signed on behalf of the converting entity and delivered to the Secretary of State for filing. (b) A statement of conversion must contain:(1) The name, jurisdiction of formation, and type of entity of the converting entity;(2) The name, jurisd…

(a) When a conversion becomes effective:(1) The converted entity is:(A) Organized under and subject to the organic law of the converted entity; and(B) The same entity without interruption as the converting entity;(2) All property of the converting entity continues to be vested in…

(a) Except as otherwise provided in this section, by complying with this article, a domestic entity may become a domestic entity of the same type of entity in a foreign jurisdiction if the domestication is authorized by the law of the foreign jurisdiction. (b) Except as otherwise…

(a) A domestic entity may become a foreign entity in a domestication by approving a plan of domestication. The plan must be in a record and contain:(1) The name and type of entity of the domesticating entity;(2) The name and jurisdiction of formation of the domesticated entity;(3…

(a) A plan of domestication is not effective unless it has been approved:(1) By a domestic domesticating entity:(A) In accordance with the requirements, if any, in its organic rules for approval of a domestication;(B) If its organic rules do not provide for approval of a domestic…

(a) A plan of domestication of a domestic domesticating entity may be amended:(1) In the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or(2) By its governors or interest holders in the manner provided in the plan, bu…

(a) A statement of domestication must be signed by the domesticating entity and delivered to the Secretary of State for filing. (b) A statement of domestication must contain:(1) The name, jurisdiction of formation, and type of entity of the domesticating entity;(2) The name and j…

(a) When a domestication becomes effective:(1) The domesticated entity is:(A) Organized under and subject to the organic law of the domesticated entity; and(B) The same entity without interruption as the domesticating entity;(2) All property of the domesticating entity continues …

In applying and construing this chapter, consideration must be given to the need to promote consistency of the law with respect to its subject matter among states that enact it.

This chapter modifies, limits, and supersedes the Electronic Signatures in Global and National Commerce Act, 15 USC Section 7001, et seq., but does not modify, limit, or supersede Section 101(c) of that act, 15 USC Section 7001(c), or authorize electronic delivery of any of the n…

This chapter does not affect an action commenced, proceeding brought, or right accrued before January 1, 2015.

If any provision of this chapter or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of this chapter which can be given effect without the invalid provision or application, and to this end the provision…