Title 48, Securities, Corporations And Associations

(a) Without the prior approval of a court of record of this state having equity jurisdiction in a proceeding of which the attorney general and reporter has been given written notice of a plan of merger or membership exchange, a plan of entity conversion, or a plan of for-profit c…

(a) A public benefit corporation shall give the attorney general and reporter written notice that it intends to consummate any merger, membership exchange or conversions. The notice shall include a copy or summary of the plan of merger, membership exchange or conversion. (b) No m…

Any bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance, which is made to a corporation that is a party to a transaction under this chapter and which takes effect or remains payable after the transaction, inure…

(a) A corporation may on the terms and conditions and for the consideration determined by the board of directors:(1) Sell, lease, exchange, or otherwise dispose of any or all of the corporation's assets in the usual and regular course of its activities;(2) Mortgage, pledge, dedic…

(a) (1) A corporation may sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property (with or without the good will) other than in the usual and regular course of its activities, on the terms and conditions and for the consideration determined by th…

(a) Property held in trust or otherwise dedicated to a charitable purpose may not be diverted from its purpose by a transaction described in § 48-62-101 or § 48-62-102 unless the corporation complies with subsection (c) to the extent required by and pursuant to the law of this st…

Except as authorized by § 48-63-102, a corporation shall not make any distributions.

(a) A mutual benefit corporation may purchase its memberships if after the purchase is completed:(1) The corporation would be able to pay its debts as they become due in the usual course of its activities; and(2) The corporation's total assets would at least equal the sum of its …

(a) A majority of the incorporators or directors of a corporation that has no members may, subject to any approval required by the charter or bylaws, dissolve the corporation by delivering to the secretary of state for filing articles of dissolution and termination that set forth…

(a) A corporation may be voluntarily dissolved by the written consent of its members in accordance with § 48-57-104 or at a special meeting called in accordance with § 48-57-102. (b) A corporation's board of directors may propose dissolution for submission to the members. Notice …

(a) A public benefit corporation shall give the attorney general and reporter written notice that it intends to dissolve at or before the time it delivers the articles of dissolution to the secretary of state. The notice shall include a copy or summary of the plan of dissolution.…

(a) 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:(1) The name of the corporation;(2) The date dissolution was authorized;(3) A statement that the resolution was d…

(a) A corporation may revoke its dissolution at any time prior to filing the articles of termination of corporate existence with the secretary of state. (b) Revocation of dissolution shall be authorized in any manner that dissolution may be authorized under § 48-64-102, unless th…

(a) A dissolved corporation continues its corporate existence, but may not carry on any activities except those appropriate to wind up and liquidate its affairs, including:(1) Collecting its assets;(2) Conveying and disposing of its properties that will not be distributed in kind…

(a) A dissolved corporation may dispose of the known claims against it by following the procedure described in this section. (b) The dissolved corporation shall notify its known claimants in writing of the dissolution at any time after its effective date. The written notice must:…

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

(a) When a corporation has distributed all its assets to its creditors and other parties authorized by chapters 51-68 of this title and voluntary dissolution proceedings have not been revoked, it shall deliver to the secretary of state for filing articles of termination of corpor…

(a) Directors shall cause the dissolved corporation to discharge or make reasonable provision for the payment of claims and make distributions of assets after payment or provision for claims. (b) Directors of a dissolved corporation that has disposed of claims under § 48-64-107 o…

(1) The secretary of state may commence a proceeding under § 48-64-202 to administratively dissolve a corporation if the:(1) Corporation does not deliver its properly completed annual report to the secretary of state within two (2) months after it is due;(2) Corporation is withou…

(a) If the secretary of state determines that one (1) or more grounds exist under § 48-64-201 for dissolving a corporation, the secretary of state shall serve the corporation with written notice of the secretary of state's determination under §§ 48-55-104 and 48-55-105, except th…

(a) A corporation administratively dissolved under § 48-64-202 may apply to the secretary of state for reinstatement. The application must:(1) Contain a confirmation of good standing relative to such foreign corporation;(2) Recite the name of the corporation at its date of dissol…

(a) If the secretary of state denies a corporation's application for reinstatement following administrative dissolution, the secretary of state shall serve the corporation under §§ 48-55-104 and 48-55-105 with a written notice that explains the reason or reasons for denial. (b) T…

(a) When a corporation, which has been administratively dissolved or has had its charter revoked, wishes to terminate its corporate existence, it may do so without first being reinstated by delivering to the secretary of state for filing articles of termination following administ…

(1) A nonprofit corporation that has been administratively dissolved by the expiration of its period of duration may reinstate within one (1) year of the expiration of the period of duration by:(1) Amending its charter to extend its period of duration or set the period of duratio…

(a) Any court of record with proper venue in accordance with § 48-64-302(a) may dissolve a corporation:(1) In a proceeding by the attorney general and reporter if it is established that the corporation:(A) Obtained its charter through fraud;(B) Has exceeded or abused the authorit…

(a) (1) Venue for a proceeding by the attorney general and reporter to dissolve a corporation lies:(A) In any county where the corporation's principal office is located or, if the corporation does not have a principal office located in this state, the corporation's registered off…

(a) A court of record having equity jurisdiction in a judicial proceeding brought to dissolve a corporation may appoint one (1) or more receivers to wind up and liquidate, or one (1) or more custodians to manage, the affairs of the corporation. The court shall hold a hearing, aft…

(a) If after a hearing the court determines that one (1) or more grounds for judicial dissolution described in § 48-64-301 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 cert…

(a) A foreign corporation may not transact business in this state until it obtains a certificate of authority from the secretary of state. (b) The following activities, among others, do not constitute transacting business within the meaning of subsection (a):(1) Maintaining, defe…

(a) A foreign corporation transacting business in this state without a certificate of authority may not maintain a proceeding in any court in this state until it obtains a certificate of authority. (b) The successor to a foreign corporation that transacted business in this state …

(a) A foreign corporation may apply for a certificate of authority to transact business in this state by delivering an application to the secretary of state for filing. The application must set forth:(1) The name of the foreign corporation, and, if different, the name under which…

(a) A foreign corporation authorized to transact business in this state must obtain an amended certificate of authority from the secretary of state if it changes:(1) Its corporate name;(2) The period of its duration; or(3) The state or country of its incorporation. (1) Its corpor…

(a) A certificate of authority authorizes the foreign corporation to which it is issued to transact business in this state subject, however, to the right of the state to revoke the certificate as provided in chapters 51-68 of this title. (b) A foreign corporation with a valid cer…

(a) A foreign corporation may obtain or maintain a certificate of authority to transact business in this state under any of the following names:(1) The corporate name of the foreign corporation; provided, that such name complies with § 48-54-101; or(2) An assumed corporate name w…

(1) Each foreign corporation authorized to transact business in this state must continuously maintain in this state:(1) A registered office that may be the same as its place of business; and(2) A registered agent who maintains an office at the same street address as the registere…

(a) A foreign corporation authorized to transact business in this state may change its registered office or registered agent by delivering to the secretary of state for filing a statement of change that sets forth:(1) Its name;(2) If the current registered office is to be changed…

(a) A registered agent may resign the agency appointment by signing and filing with the secretary of state an original statement of resignation accompanied by the agent's certification that the agent has mailed written notice of the registered agent's resignation to the principal…

(a) The registered agent of a foreign corporation authorized to transact business in this state is the corporation's agent for service of process, notice, or demand required or permitted by law to be served on the foreign corporation. (b) Service on a foreign corporation when the…

(a) A foreign corporation authorized to transact business in this state may not withdraw from this state until it obtains a certificate of withdrawal from the secretary of state. (b) A foreign corporation authorized to transact business in this state may apply for a certificate o…

(1) The secretary of state may commence a proceeding under § 48-65-302 to revoke the certificate of authority of a foreign corporation authorized to transact business in this state if:(1) The foreign corporation does not deliver its properly completed annual report to the secreta…

(a) If the secretary of state determines that one (1) or more grounds exist under § 48-65-301 for revocation of a certificate of authority, the secretary of state shall serve the foreign corporation with written notice of the secretary of state's determination under § 48-65-110, …

(a) A foreign corporation whose certificate of authority is administratively revoked under § 48-65-302 may apply to the secretary of state for reinstatement. The application must:(1) Contain a confirmation of good standing relative to such foreign corporation;(2) Recite the name …

(a) If the secretary of state denies a foreign corporation's application for reinstatement following administrative revocation, the secretary of state shall serve the corporation under §§ 48-55-104 and 48-55-105 with a written communication that explains the reason or reasons for…

(a) When a foreign corporation, which has had its certificate of authority revoked, wishes to withdraw from the state, it may do so without first being reinstated by delivering to the secretary of state for filing an application for a certificate of withdrawal following administr…

(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 taken by committees of the board of directors in place of the …

(a) Subject to § 48-66-103(c), a member is entitled to inspect and copy, during regular business hours and at a reasonable location specified by the corporation, any of the records of the corporation described in § 48-66-101(e) if the member gives the corporation a written demand…