Title 35, Title 35

(1) Except as provided in 35-14-1325, within 30 days after the form required by 35-14-1322(2)(b)(ii) is due, the corporation shall pay in cash to those shareholders who complied with 35-14-1323(1) the amount the corporation estimates to be the fair value of their shares, plus int…

(1) A corporation may elect to withhold payment required by 35-14-1324 from any shareholder who was required to but did not certify that beneficial ownership of all of the shareholder's shares for which appraisal rights are asserted was acquired before the date set forth in the a…

(1) A shareholder paid pursuant to 35-14-1324 who is dissatisfied with the amount of the payment shall notify the corporation in writing of that shareholder's estimate of the fair value of the shares and demand payment of that estimate, less any payment under 35-14-1324, plus int…

(1) If a shareholder makes demand for payment under 35-14-1326 that remains unsettled, the corporation shall commence a proceeding within 60 days after receiving the payment demand and petition the court to determine the fair value of the shares and accrued interest. If the corpo…

(1) The court in an appraisal proceeding commenced under 35-14-1330 shall determine all court costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the court costs against the corporation, except t…

(1) The legality of a proposed or completed corporate action described in 35-14-1302(1) may not be contested, and the corporate action may not be enjoined, set aside, or rescinded, in a legal or equitable proceeding by a shareholder after the shareholders have approved the corpor…

For the purposes of this chapter, unless otherwise specified, the following definitions apply: (1) "Articles of incorporation" means the articles of incorporation described in 35-14-202, all amendments to the articles of incorporation, and any other documents permitted or require…

A majority of the incorporators or initial directors of a corporation that has not issued shares or has not commenced business may dissolve the corporation by delivering to the secretary of state for filing articles of dissolution that set forth: (1) the name of the corporation; …

(1) The board of directors may propose dissolution for submission to the shareholders by first adopting a resolution authorizing the dissolution. (2) (a) For a proposal to dissolve to be adopted, it must then be approved by the shareholders. In submitting the proposal to dissolve…

(1) At any time after dissolution is authorized, the corporation may dissolve by delivering to the secretary of state for filing articles of dissolution setting forth: (a) the name of the corporation; (b) the date that dissolution was authorized; and (c) if dissolution was approv…

(1) A corporation may revoke its dissolution within 120 days after its effective date. (2) Revocation of dissolution is authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board of directors alone, in whi…

(1) A corporation that has dissolved continues its corporate existence, but the dissolved corporation may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including: (a) collecting its assets; (b) disposing of its properties tha…

(1) A dissolved corporation may dispose of the known claims against it by notifying its known claimants in writing of the dissolution at any time after its effective date. (2) The written notice must: (a) describe information that must be included in a claim; (b) provide a mailin…

(1) A dissolved corporation may publish notice of its dissolution and request that persons with claims against the dissolved corporation present them in accordance with the notice. (2) The notice must: (a) be: (i) published one time in a newspaper of general circulation in the co…

(1) A dissolved corporation that has published a notice under 35-14-1407 may file an application with the district court of the county where its principal office is located or, if its principal office is not located in this state, of the first judicial district for a determinatio…

(1) Directors shall cause the dissolved corporation to discharge or make reasonable provision for the payment of claims and make distributions in liquidation of assets to shareholders after payment of or provision for claims. (2) Directors of a dissolved corporation that has disp…

(1) A notice under this chapter must be in writing unless oral notice is reasonable in the circumstances. Unless otherwise agreed between the sender and the recipient, words in a notice or other communication under this chapter must be in English. (2) A notice or other communicat…

(1) For purposes of this chapter, the following, identified as a shareholder in a corporation's current record of shareholders, constitutes one shareholder: (a) three or fewer co-owners; (b) a corporation, partnership, trust, estate, or other entity; and (c) the trustees, guardia…

The secretary of state may commence a proceeding under 35-14-1421 to dissolve a corporation administratively if: (1) the corporation does not pay within 60 days after they are due any fees, interest, or penalties imposed by this chapter or other laws of this state; (2) the corpor…

(1) On or before September 1 of each year, the secretary of state shall compile a list of corporations for which one or more grounds exist under 35-14-1420 for dissolving a corporation, and the secretary of state shall serve the corporation with written notice of the determinatio…

(1) A corporation administratively dissolved under 35-14-1421 may apply to the secretary of state for reinstatement within 5 years after the effective date of dissolution. The application must: (a) state the name of the corporation and the effective date of its administrative dis…

(1) If the secretary of state denies a corporation's application for reinstatement following administrative dissolution, the secretary of state shall serve the corporation under 35-14-504 with a written notice that explains the reason or reasons for denial. (2) The corporation ma…

(1) A qualified director is a director who, at the time action is to be taken under: (a) 35-14-202(2)(f), is not a director: (i) to whom the limitation or elimination of the duty of an officer to offer potential business opportunities to the corporation would apply; or (ii) who h…

(1) The district court of the county where a corporation's principal office is located or, if its principal office is not located in this state, of the first judicial district may dissolve a corporation: (a) in a proceeding by the attorney general if it is established that: (i) t…

(1) Venue for a proceeding by the attorney general or any other party named in 35-14-1430(1) lies in the district court of the county in which the corporation's principal office is located or, if its principal office is not located in this state, of the first judicial district. (…

(1) Unless an election to purchase has been filed under 35-14-1434, a court in a judicial proceeding brought to dissolve a corporation may appoint one or more receivers to wind up and liquidate, or one or more custodians to manage, the business and affairs of the corporation. The…

(1) If after a hearing the court determines that one or more grounds for judicial dissolution described in 35-14-1430 exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the court shall deliver a certified…

(1) Unless the transfer is altered, eliminated, or otherwise restricted by the articles of incorporation, the bylaws, or an agreement among shareholders or between the corporation and shareholders as referenced in 35-14-627, the corporation may elect or, if it fails to elect, one…

(1) A corporation has delivered written notice or any other report or statement under this chapter, the articles of incorporation, or the bylaws to all shareholders who share a common address if: (a) the corporation delivers one copy of the notice, report, or statement to the com…

Assets of a dissolved corporation that should be transferred to a creditor, claimant, or shareholder of the corporation who cannot be found or who is not competent to receive them must be reduced to cash and deposited with the state treasurer or other appropriate state official f…

In 35-14-145 through 35-14-152, the following definitions apply: (1) "Corporate action" means any action taken by or on behalf of the corporation, including any action taken by the incorporator, the board of directors, a committee of the board of directors, an officer or agent of…

(1) A defective corporate action is not void or voidable if ratified in accordance with 35-14-147 or validated in accordance with 35-14-152. (2) Ratification under 35-14-147 or validation under 35-14-152 may not be considered the exclusive means of ratifying or validating a defec…

(1) To ratify a defective corporate action under this section, other than the ratification of an election of the initial board of directors under subsection (2), the board of directors shall take action ratifying the action in accordance with 35-14-148, stating: (a) the defective…

(1) The quorum and voting requirements applicable to a ratifying action by the board of directors under 35-14-147(1) are the quorum and voting requirements applicable to the corporate action proposed to be ratified at the time the ratifying action is taken. (2) If the ratificatio…

(1) Unless shareholder approval is required under 35-14-147(3), prompt notice of an action taken under 35-14-147 must be given to each holder of valid and putative shares, regardless of whether entitled to vote, as of: (a) the date of the action by the board of directors; and (b)…

From and after the validation effective time and without regard to the 120-day period during which a claim may be brought under 35-14-152: (1) each defective corporate action ratified in accordance with 35-14-147 may not be void or voidable as a result of the failure of authoriza…

(1) The law of the jurisdiction of formation of a foreign corporation governs: (a) the internal affairs of the foreign corporation; and (b) the interest holder liability of its shareholders. (2) A foreign corporation is not precluded from registering to do business in this state …

(1) A foreign corporation may not do business in this state until it registers with the secretary of state under this part. (2) A foreign corporation doing business in this state may not maintain a proceeding in any court of this state until it is registered to do business in thi…

To register to do business in this state, a foreign corporation shall deliver a foreign registration statement to the secretary of state for filing. The registration statement must be signed by the foreign corporation and state: (1) the corporate name of the foreign corporation a…

A registered foreign corporation shall sign and deliver to the secretary of state for filing an amendment to its foreign registration statement if there is a change in: (1) its name or alternate name; (2) its jurisdiction of formation unless its registration is determined to have…

(1) Activities of a foreign corporation that do not constitute doing business in this state for purposes of this part include: (a) maintaining, defending, mediating, arbitrating, or settling a proceeding; (b) carrying on any activity concerning the internal affairs of the foreign…

(1) A foreign corporation whose name does not comply with 35-14-401 may not register to do business in this state until it adopts, for the purpose of doing business in this state, an alternate name that complies with 35-14-401 by filing a foreign registration statement under 35-1…

(1) A registered foreign corporation may withdraw its registration by delivering a statement of withdrawal to the secretary of state for filing. The statement of withdrawal must be signed by the foreign corporation and must state: (a) the name of the foreign corporation and its j…

A registered foreign corporation that domesticates to a domestic business corporation or converts to a domestic nonprofit corporation or any type of domestic filing entity or to a domestic limited liability partnership is considered to have withdrawn its registration on the effec…

(1) A registered foreign corporation that has dissolved and completed winding up or has converted to a domestic or foreign nonfiling entity other than a limited liability partnership shall deliver to the secretary of state for filing a statement of withdrawal. The statement must …

(1) If the defective corporate action ratified under 35-14-145 through 35-14-152 would have required under any other section of this chapter a filing in accordance with this chapter, then, regardless of whether a filing was previously made with respect to the defective corporate …