Title 16, Title 16: Corporations

16-10a-1325. Payment. (1) Except as provided in Section, upon the later of the effective date of the corporate action creating dissenters' rights under Section, and receipt by the corporation of each payment demand pursuant to Section, the corporation shall pay the amount the cor…

16-10a-1326. Failure to take action. (1) If the effective date of the corporate action creating dissenters' rights under Sectiondoes not occur within 60 days after the date set by the corporation as the date by which the corporation must receive payment demands as provided in Sec…

16-10a-1327. Special provisions relating to shares acquired after announcement of proposed corporate action. (1) A corporation may, with the dissenters' notice given pursuant to Section, state the date of the first announcement to news media or to shareholders of the terms of the…

16-10a-1328. Procedure for shareholder dissatisfied with payment or offer. (1) A dissenter who has not accepted an offer made by a corporation under Sectionmay notify the corporation in writing of the dissenter's own estimate of the fair value of the dissenter's shares and demand…

16-10a-1330. Judicial appraisal of shares -- Court action. (1) If a demand for payment under Sectionremains unresolved, the corporation shall bring an action in a court with jurisdiction under, within 60 days after receiving the payment demand contemplated by Section, for the cou…

16-10a-1331. Court costs and counsel fees. (1) The court in an appraisal proceeding commenced under Sectionshall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the costs agains…

16-10a-1401. Authorization of dissolution prior to issuance of shares. If a corporation has not yet issued shares, a majority of its directors, or if no directors have been elected or if elected directors are no longer serving, a majority of its incorporators may authorize the di…

16-10a-1402. Authorization of dissolution after issuance of shares. (1) After shares have been issued, dissolution of a corporation may be authorized in the manner provided in Subsection. (2) (2) For a proposal to dissolve the corporation to be authorized: the board of directors …

16-10a-1403. Articles of dissolution. (1) At any time after dissolution is authorized, the corporation may dissolve by delivering to the division for filing articles of dissolution setting forth: the name of the corporation; the address of the corporation's principal office or, i…

16-10a-1404. Revocation of dissolution. (1) A corporation may revoke its dissolution within 120 days after the effective date of the dissolution. (2) Revocation of dissolution shall be authorized in the same manner as the dissolution was authorized unless, in the case of authoriz…

16-10a-1404. Revocation of dissolution. (1) A corporation may revoke its dissolution within 120 days after the effective date of the dissolution. (2) Revocation of dissolution shall be authorized in the same manner as the dissolution was authorized unless, in the case of authoriz…

16-10a-1405. Effect of dissolution. (1) A dissolved corporation continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including: collecting its assets; disposing of its properties that will n…

16-10a-1406. Disposition of known claims by notification. (1) A dissolved corporation may dispose of the known claims against it by following the procedures described in this section. (2) A dissolved corporation electing to dispose of known claims pursuant to this section may giv…

16-10a-1407. Disposition of claims by publication -- Disposition in absence of publication. (1) A dissolved corporation may publish notice of its dissolution and request that persons with claims against the corporation present them in accordance with the notice. (2) The notice co…

16-10a-1408. Enforcement of claims against dissolved corporations. A claim may be enforced: (1) under Sectionoragainst the dissolved corporation, to the extent of its undistributed assets; or 16-10a-1406 16-10a-1407 (2) against a shareholder of the dissolved corporation, if the a…

16-10a-1409. Service on dissolved corporation. (1) A dissolved corporation shall either: maintain a registered agent in this state to accept service of process on its behalf; or be deemed to have authorized service of process on it by registered or certified mail, return receipt …

16-10a-1420. Grounds for administrative dissolution. The division may commence a proceeding under Sectionfor administrative dissolution of a corporation if: (1) the corporation does not pay when they are due any taxes, fees, or penalties imposed by this chapter or other applicabl…

16-10a-1421. Procedure for and effect of administrative dissolution. (1) If the division determines that one or more grounds exist under Sectionfor dissolving a corporation, it shall mail the corporation written notice of: 16-10a-1420 the division's determination that one or more…

16-10a-1422. Reinstatement following dissolution. (1) A corporation dissolved under Sectionormay apply to the division for reinstatement under the corporation's same corporate name at any time after the effective date of dissolution if the corporation's corporate name is availabl…

16-10a-1423. Appeal from denial of reinstatement. If the division denies a corporation's application for reinstatement under Sectionfollowing administrative dissolution, the division shall mail to the corporation in the manner provided in Subsectionwritten notice: (1) setting for…

16-10a-1430. Grounds and procedure for judicial dissolution. (1) The attorney general or the division director may bring an action in a court with jurisdiction under, to dissolve a corporation if it is established that: Title 78A, Judiciary and Judicial Administration the corpora…

16-10a-1432. Receivership or custodianship. (1) 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 court shall hold a …

16-10a-1433. Decree of dissolution. (1) If after a hearing the court determines that one or more grounds for judicial dissolution described in Sectionexist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution. The clerk of the cou…

16-10a-1434. Election to purchase in lieu of dissolution. (1) In an action under Subsectionto dissolve a corporation that has no shares listed on a national securities exchange or regularly traded in a market maintained by one or more members of a national or affiliated securitie…

16-10a-1440. Deposit with state treasurer. 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 shall be reduced to cash and deposited with the state tre…

16-10a-1501. Authority to transact business required. (1) A foreign corporation may not transact business in this state until its application for authority to transact business is filed by the division. This applies to foreign corporations that conduct a business governed by othe…

16-10a-1502. Consequences of transacting business without authority. (1) A foreign corporation transacting business in this state without authority, or anyone in its behalf, may not maintain a proceeding in any court in this state until an application for authority to transact bu…

16-10a-1503. Application for authority to transact business. (1) A foreign corporation may apply for authority to transact business in this state by delivering to the division for filing an application for authority to transact business setting forth: its corporate name and its a…

16-10a-1504. Amended application for authority to transact business. (1) A foreign corporation authorized to transact business in this state shall deliver an amended application for authority to transact business to the division for filing if the foreign corporation changes: its …

16-10a-1505. Effect of filing an application for authority to transact business. (1) Filing an application for authority to transact business authorizes the foreign corporation to transact business in this state subject, however, to the right of the state to revoke the certificat…

16-10a-1506. Corporate name and assumed corporate name of foreign corporation. (1) Except as provided in Subsection, if the corporate name of a foreign corporation does not satisfy the requirements of Section, which applies to domestic corporations, the foreign corporation, in or…

16-10a-1507. Registered name of foreign corporation. (1) A foreign corporation may register its corporate name as provided in this section if the name would be available for use as a corporate name for a domestic corporation under Section. If the foreign corporation's corporate n…

16-10a-1510. Resignation of registered agent of foreign corporation. (1) The registered agent of a foreign corporation authorized to transact business in this state may resign the agency appointment by delivering to the division for filing a statement of resignation, which shall …

16-10a-1511. Service on foreign corporation. (1) Except as provided in Subsection, the division may serve a foreign corporation by first-class, postage prepaid United States mail. (3) (2) The registered agent of a foreign corporation authorized to transact business in this state …

16-10a-1520. Withdrawal of foreign corporation. (1) A foreign corporation authorized to transact business in this state may not withdraw from this state until the foreign corporation's application for withdrawal has been filed by the division. (2) A foreign corporation authorized…

16-10a-1521. Service on withdrawn foreign corporation. (1) A foreign corporation that has withdrawn from this state pursuant to Sectionshall either: 16-10a-1520 maintain a registered agent in this state to accept service on its behalf in any proceeding based on a cause of action …

16-10a-1530. Grounds for revocation. The division may commence a proceeding under Sectionto revoke the authority of a foreign corporation to transact business in this state if: (1) the foreign corporation does not deliver its annual report to the division when it is due; (2) the …

16-10a-1531. Procedure for and effect of revocation. (1) If the division determines that one or more grounds exist under Sectionfor revoking the authority of a foreign corporation to transact business in this state, the division shall mail to the foreign corporation written notic…

16-10a-1532. Appeal from revocation. (1) If the division revokes a foreign corporation's authority to transact business in this state, the foreign corporation may petition a court with jurisdiction under, to set aside the revocation. Title 78A, Judiciary and Judicial Administrati…

16-10a-1533. Domestication of foreign corporations. (1) Any foreign corporation may become a domestic corporation by delivering to the division for filing articles of domestication meeting the requirements of Subsectionif the board of directors of the corporation adopts, and its …

16-10a-1533.5. Transfer to another state. (1) A domestic corporation may transfer to or domesticate in a jurisdiction other than this state if: that jurisdiction permits the transfer to or domestication of the corporation in the jurisdiction; and the transfer is approved by the s…

16-10a-1533.5. Transfer to another state. (1) A domestic corporation may transfer to or domesticate in a jurisdiction other than this state if: that jurisdiction permits the transfer to or domestication of the corporation in the jurisdiction; and the transfer is approved by the s…

16-10a-1601. Corporate records. (1) A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, and a record of all actions taken on be…

16-10a-1601. Corporate records. (1) A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, and a record of all actions taken on be…

16-10a-1602. Inspection of records by shareholders and directors. (1) A shareholder or director of a corporation is entitled to inspect and copy, during regular business hours at the corporation's principal office, any of the records of the corporation described in Subsectionif t…

16-10a-1603. Scope of inspection right. (1) A shareholder's or director's agent or attorney has the same inspection and copying rights as the shareholder or director represented by the agent or attorney. (2) The right to copy records under Sectionincludes, if reasonable, the righ…