Title 16, Title 16: Corporations

16-1a-1005. Amendment or abandonment of plan of domestication. (1) A domestic domesticating entity may amend a plan of domestication for the domestic domesticating entity: in the same manner as the domestic domesticating entity approved the plan of domestication; or through the d…

16-1a-1006. Statement of domestication -- Effective date of domestication. (1) A domesticating entity shall sign a statement of domestication and deliver the statement of domestication to the division for filing. (2) A statement of domestication shall contain: the domesticating e…

16-1a-1007. Effect of domestication. (1) When a domestication takes effect: the domesticated entity is: organized under and subject to the organic law of the domesticated entity; and the same entity without interruption as the domesticating entity; all of the domesticating entity…

16-1a-101. Definitions. As used in this chapter: (1) "Acquired entity" means an entity acquired by another entity in an interest exchange. "Acquired entity" includes all of one or more classes or series of interests belonging to the entity that the other entity acquires. (2) "Acq…

16-1a-102. Certificate of existence or registration. (1) Upon request of a person, the division shall issue a certificate of existence for a domestic filing entity or a certificate of registration for a registered foreign entity. (2) The division shall ensure that a certificate d…

16-1a-201. Definitions. Reserved.

16-1a-202. Entity filing requirements. (1) In order for the division to file an entity filing in accordance with this chapter, the person delivering the entity filing to the division shall ensure that: the division receives the entity filing; the entity filing complies with this …

16-1a-203. Forms. (1) The division may provide forms for an entity filing required or permitted under this chapter. (2) A person making an entity filing is not required to use a form the division provides as described in Subsection. (1)

16-1a-204. Effective date and time of an entity filing. Except as otherwise provided in this chapter, an entity filing is effective: (1) on the day and at the time the division files the entity filing; (2) on the day and at the time specified in the entity filing as the entity fi…

16-1a-205. Withdrawal of an entity filing before effectiveness. (1) Except as otherwise provided in this chapter, a person may withdraw an entity filing delivered to the division before the entity filing takes effect by delivering to the division for filing a statement of withdra…

16-1a-206. Correcting an entity filing. (1) A person may correct an entity filing if: the entity filing, at the time of filing, was inaccurate; the entity filing was defectively signed; or the electronic transmission of the entity filing to the division was defective. (2) To corr…

16-1a-207. Duty of division to file -- Review of refusal to file. (1) The division shall file an entity filing delivered to the division for filing in accordance with this chapter. (2) The duty of the division described in Subsectionis ministerial. (1) (3) When the division files…

16-1a-208. Signing of an entity filing. (1) An individual, by signing an entity filing, affirms under penalty of perjury that the facts stated in the filing are true in all material respects. (2) An agent may sign a record filed under this chapter. (3) If this chapter requires a …

16-1a-209. Signing and filing a record in accordance with a judicial order. (1) If a person required under this chapter to sign or deliver a record to the division for filing does not sign or deliver the record to the division for filing, a person adversely affected by the person…

16-1a-210. Liability for inaccurate information in a filed record. If a record delivered to the division for filing in accordance with this chapter and filed with the division contains inaccurate information, a person that suffers a loss by relying on the information may recover …

16-1a-211. Delivery by division. Except as otherwise provided in this chapter, the division may deliver a record to a person: (1) in person to the person that submitted the record for filing; (2) to the address of the person's registered agent; (3) to the person's principal offic…

16-1a-212. Annual report for division. (1) As used in this section, "anniversary month" means the calendar month in which: a domestic filing entity's formation becomes effective with the division; or a registered foreign entity's application for authority to conduct affairs in th…

16-1a-301. Definitions. Reserved.

16-1a-302. Permitted names. (1) Except as provided in Subsectionor, the name of a domestic filing entity, the name under which a foreign entity may register to do business in this state, and a D.B.A. registered under Title 42, Chapter 2, Conducting Business as a D.B.A., shall be …

16-1a-303. Name requirements for certain types of entities. (1) The corporate name of a nonprofit organization: may, but is not required to contain: the word: "corporation"; "incorporated"; "company"; or a word of similar import; or the abbreviation: "Corp."; "Inc."; "Co."; or an…

16-1a-304. Reservation of name. (1) A person may reserve the exclusive use of an entity name by delivering an application to the division for filing that states: the name and address of the applicant; and the name to reserve. (2) If the division determines that the entity name st…

16-1a-305. Registration of name. (1) A foreign filing entity not registered to do business in this state may register the foreign filing entity's name, or an alternate name adopted in accordance with Section, if the name complies with Section. 16-1a-507 16-1a-302 (2) To register …

16-1a-401. Definitions. Reserved.

16-1a-402. Entities required to designate and maintain a registered agent. The following entities shall designate and maintain a registered agent in this state: (1) a domestic filing entity; (2) a registered foreign entity; and (3) a D.B.A.

16-1a-403. Address in filing. If a provision in this chapter, other than Section, requires that a record state an address, the record shall state: (1) a street address in this state; and (2) a mailing address in this state, if different from the address described in Subsection. (…

16-1a-404. Designation of a registered agent. (1) A represented entity shall sign a registered agent filing and include in the registered agent filing: the name of the represented entity's commercial registered agent; or if the represented entity does not have a commercial regist…

16-1a-405. Listing of a commercial registered agent. (1) A person may become listed as a commercial registered agent by delivering to the division for filing a commercial registered agent listing statement that states: the name of the individual applying to become a commercial re…

16-1a-406. Termination of listing of a commercial registered agent. (1) A commercial registered agent may terminate the commercial registered agent's listing as a commercial registered agent by delivering to the division for filing a commercial registered agent termination statem…

16-1a-407. Change of registered agent by a represented entity. (1) A represented entity may change the information the division has on file under Sectionby delivering to the division for filing a statement of change signed by the represented entity that states: 16-1a-404 the name…

16-1a-408. Change of name or address by a noncommercial registered agent. (1) If a noncommercial registered agent changes the noncommercial registered agent's name or address with respect to a represented entity, the noncommercial registered agent shall deliver to the division fo…

16-1a-409. Change of name, address, type of entity, or jurisdiction of formation by a commercial registered agent. (1) If a commercial registered agent changes the commercial registered agent's name, address as listed under Section, type of entity, or jurisdiction of formation, t…

16-1a-410. Resignation of a registered agent. (1) A registered agent may resign as the registered agent for a represented entity by delivering to the division for filing a statement of resignation signed by the registered agent that states: the name of the represented entity; the…

16-1a-411. Designation of a registered agent by a nonregistered foreign entity or a nonfiling domestic entity. (1) A nonregistered foreign entity or a nonfiling domestic entity may deliver to the division for filing a statement that designates a registered agent signed by the non…

16-1a-412. Service of process, notice, or demand on entity. (1) A person may serve a represented entity with any process, notice, or demand required or permitted by law by serving the represented entity's registered agent. (2) If a represented entity ceases to have a registered a…

16-1a-413. Duties of a registered agent. A registered agent that complies with this part shall: (1) forward to the represented entity at the address the represented entity most recently provides to the registered agent any process, notice, or demand that pertains to the represent…

16-1a-414. Jurisdiction and venue. (1) A represented entity designating or maintaining a registered agent in this state does not create a basis for personal jurisdiction over the represented entity in this state. (2) The address of a represented entity's registered agent does not…

16-1a-501. Definitions. Reserved.

16-1a-502. Governing law. (1) The law of the jurisdiction of formation of an entity governs: the internal affairs of the entity; the liability of a person as an interest holder or governor for a debt, obligation, or other liability of the entity; and the liability of a series of …

16-1a-503. Registration to do business in this state. (1) A filing foreign entity may not do business in this state until the filing foreign entity registers with the division in accordance with this chapter. (2) A filing foreign entity doing business in this state may not mainta…

16-1a-504. Foreign registration statement. (1) To do business in this state, a filing foreign entity shall deliver a foreign registration statement to the division for filing. (2) A filing foreign entity shall sign the foreign registration statement described in Subsectionand inc…

16-1a-505. Amending a foreign registration statement. (1) Subject to Subsection, a registered foreign entity shall sign and deliver to the division for filing an amendment to the registered foreign entity's foreign registration statement if one of the following changes: (2) the r…

16-1a-506. Activities that do not constitute doing business. (1) The following activities of a filing foreign entity do not constitute doing business in this state: maintaining, defending, mediating, arbitrating, or settling an action or proceeding; carrying on an activity concer…

16-1a-507. Noncomplying name of a foreign entity. (1) A filing foreign entity whose name does not comply with Sectionmay not register to do business in this state until the filing foreign entity adopts, for the purpose of doing business in this state, an alternate name that compl…

16-1a-508. Withdrawal of registration of registered foreign entity. (1) A registered foreign entity may withdraw the registered foreign entity's registration by delivering a statement of withdrawal to the division for filing. (2) A registered foreign entity shall sign the stateme…

16-1a-509. Transfer of registration. (1) If a registered foreign entity merges with a nonregistered foreign entity or converts to a foreign entity that is required to register with the division to do business in this state, the foreign entity shall deliver to the division for fil…

16-1a-510. Termination of registration. (1) The division may terminate a registered foreign entity's registration in the manner described in Subsectionor (3) if the registered foreign entity fails to: (2) pay a fee, tax, interest, or penalty that the division requires, within 60 …