Title 16, Business Entities

16-1a-605. Judicial review of a denial of reinstatement. (1) If the division denies a domestic filing entity's application for reinstatement that complies with the provisions of this part, the division shall serve the domestic filing entity with a notice in a record that explains…

16-1a-701. Definitions. Reserved.

16-1a-702. Merger authorized. (1) By complying with this part: (a) one or more domestic entities may merge with one or more domestic entities or foreign entities into a domestic or foreign entity or a foreign surviving entity; and (b) two or more foreign entities may merge into a…

16-1a-703. Plan of merger. (1) A domestic entity may become a party to a merger by approving a plan of merger. (2) A plan of merger shall contain: (a) each merging entity's: (i) name; (ii) jurisdiction of formation; and (iii) type of entity; (b) if the merger creates a surviving …

16-1a-704. Approval of merger. (1) A plan of merger is not effective unless: (a) a domestic merging entity approves the plan of merger: (i) in accordance with the requirements, if any, of the domestic merging entity's organic law and organic rules for approval of: (A) for an enti…

16-1a-705. Amendment or abandonment of a plan of merger. (1) Except as otherwise provided in the plan of merger, a plan of merger may be amended only by the consent of each party to the plan of merger. (2) A domestic merging entity may approve an amendment to a plan of merger: (a…

16-1a-706. Statement of merger -- Effective date of merger. (1) Each merging entity shall sign a statement of merger and deliver the statement of merger to the division for filing. (2) A statement of merger shall contain: (a) the name, jurisdiction of formation, and type of entit…

16-1a-707. Effect of merger. (1) On or after the day and time on which a merger under this part takes effect: (a) the surviving entity continues the surviving entity's existence or comes into existence; (b) a merging entity that is not the surviving entity ceases to exist; (c) al…

16-1a-708. Appraisal rights. (1) As used in this section, "new entity" means a: (a) merging entity; (b) converting entity; or (c) domesticating entity. (2) An interest holder of a new entity is entitled to an appraisal right in connection with the merger, conversion, or domestica…

16-1a-709. Required notice or approval -- Effect of merger on property and gifts. (1) A domestic entity or a foreign entity that is required under this part to give notice to, or obtain the approval of, a government agency or a government officer of this state in order to be a pa…

16-1a-801. Definitions. Reserved.

16-1a-802. Interest exchange authorized. (1) Except as otherwise provided in this section, by complying with this part: (a) a domestic entity may acquire all of one or more classes or series of interests of another domestic entity or a foreign entity in exchange for interests, se…

16-1a-803. Plan of interest exchange. (1) A domestic entity may be the acquired entity in an interest exchange under this part by approving a plan of interest exchange. (2) A domestic entity shall create a plan of interest exchange in a record and include in the plan of exchange:…

16-1a-804. Approval of interest exchange. (1) A plan of interest exchange is only effective if: (a) an acquired domestic entity approves the plan of exchange: (i) in accordance with the requirements, if any, in the acquired domestic entity's organic law and organic rules for appr…

16-1a-805. Amendment or abandonment of plan of interest exchange. (1) A plan of interest exchange may be amended only with the consent of each party to the plan of interest exchange, except as otherwise provided in the plan of interest exchange. (2) A domestic acquired entity may…

16-1a-806. Statement of interest exchange -- Effective date of interest exchange. (1) A domestic acquired entity shall sign a statement of interest exchange and deliver the statement of interest exchange to the division for filing. (2) A statement of interest exchange shall conta…

16-1a-807. Effect of interest exchange. (1) When an interest exchange in which the acquired entity is a domestic entity takes effect: (a) each interest in the domestic acquired entity that is subject to the interest exchange is converted, and each interest holder of an interest i…

16-1a-901. Definitions. Reserved.

16-1a-902. Conversion authorized. (1) By complying with this part, a domestic entity may become: (a) a domestic entity that is a different type of entity; or (b) a foreign entity that is a different type of entity, if the conversion is authorized by the law of the foreign entity'…

16-1a-903. Plan of conversion. (1) A domestic entity may convert to a different type of entity by approving a plan of conversion. (2) A domestic entity shall ensure that the plan of conversion is in a record and contains: (a) the converting entity's name, jurisdiction of formatio…

16-1a-904. Approval of conversion. (1) A plan of conversion does not take effect unless: (a) a domestic converting entity approves the plan of conversion: (i) in accordance with the requirements, if any, in the domestic converting entity's organic rules for approval of a conversi…

16-1a-905. Amendment or abandonment of plan of conversion. (1) A domestic converting entity may amend the domestic converting entity's plan of conversion: (a) in the same manner as the domestic converting entity approved the plan of conversion, if the plan does not provide for th…

16-1a-906. Statement of conversion -- Effective date of conversion. (1) A converting entity shall sign a statement of conversion and deliver the statement of conversion to the division for filing. (2) A statement of conversion shall contain: (a) the converting entity's name, juri…

16-1a-907. Effect of conversion. (1) When a conversion takes effect: (a) the converted entity is: (i) organized under and subject to the organic law of the converted entity; and (ii) the same entity without interruption as the converting entity; (b) all property of the converting…

16-4-101. Title. This chapter is known as the "Share Assessment Act."

16-4-102. Definitions. As used in this chapter: (1) "Corporation" means a nonprofit corporation or a profit corporation. (2) "Nonprofit corporation" means a nonprofit corporation as defined in Section 16-6a-102. (3) "Profit corporation" means a corporation as defined in Section 1…

16-4-201. Assessments. (1) The shares of a nonprofit corporation are subject to assessment for any corporate purpose, except to the extent proscribed by the articles of incorporation. (2) The shares of a profit corporation are subject to assessment if: (a) those shares were subje…

16-4-202. Procedure for assessment in absence of provisions in articles or bylaws. (1) An assessment shall be levied in the manner this chapter provides, unless other commercially reasonable procedures are provided in the articles of incorporation or bylaws. (2) Each assessment s…

16-4-203. Equitable assessment. (1)(a) Subject to Subsection (2), all shares subject to assessment shall be assessed equitably. (b) Different classes of shares, and shares with different rights or benefits, may be subject to differing assessments. (2) Shares may also be assessed …

16-4-204. Order levying assessment -- Contents. (1) An assessment may be levied by order of the board of directors. (2) An order levying an assessment shall: (a) specify the amount of the levy on each share; (b) specify when, to whom, and where the assessment is payable; and (c) …

16-4-205. Notice of assessment -- Form and contents. When the board of directors levies an assessment, the secretary shall prepare a notice of assessment, including: (1) the name of the corporation; (2) the location of the corporation's principal place of business; (3) the date o…

16-4-206. Service and publication of notice of assessment. (1) The notice of assessment required by Section 16-4-205 shall be: (a) personally served on each shareholder; or (b) sent by first-class mail to each shareholder at the address shown on the corporation's records. (2) A s…

16-4-301. Enforcement of assessment. (1) Payment of a delinquent assessment may be enforced by a corporation in one or more of the following ways: (a) imposition of a late charge, penalty, or interest; (b) suspension of one or more benefits of share ownership, including the right…

16-4-302. Notice of sale -- Form. Upon a determination by the board of directors to sell shares on which payment of an assessment is delinquent and the adoption of an order to sell the shares, the secretary shall prepare a notice of sale, including: (1) the name of the corporatio…

16-4-303. Service and publication of notice of sale. (1) The notice of sale required by Section 16-4-302 shall be: (a) personally served on each shareholder whose share is subject to sale; or (b) sent by certified mail, return-receipt requested, to each shareholder whose share is…

16-4-304. Power of sale. The service or mailing and publication of the notice of sale required under Section 16-4-303 gives a corporation power to sell and convey all the shares described in the notice of sale upon which any delinquent assessment or other amount remains unpaid at…

16-4-305. Number of shares to be sold. (1) On the day, at the time and place appointed for a sale under this part, the secretary or other officer shall sell at public auction to the highest bidder for cash the number of shares necessary to pay all amounts due on an overdue assess…

16-4-306. Determining the highest bidder -- Transfer to highest bidder. (1)(a) The person offering at a sale to pay the highest amount for the smallest number or fraction of shares, which may not be less than the delinquent assessment and all other amounts payable, is the highest…

16-4-307. Purchase by corporation, officer, or director -- Redemption. (1)(a) If at the sale of shares, no bidder offers the amount of the delinquent assessment and all other amounts payable, the shares may be bid on and purchased by the corporation through the secretary, preside…

16-4-308. Status of shares purchased by corporation, officer, or director. (1)(a) Title to any shares purchased by a corporation under Section 16-4-307 vests in the corporation upon expiration of the 30-day redemption period if the right of redemption is not exercised. (b) Shares…

16-4-309. Extension of time specified in notices. (1) The dates fixed in any notice of assessment or notice of sale may be extended for up to six months by order of the board of directors entered on the corporation's records. (2) No order extending the time for the performance of…

16-4-310. Error or omission in proceedings -- Effect. (1) No assessment is invalidated by: (a) a failure to serve, mail, or publish the notice of sale; (b) the omission of any information required to be contained in the notice; or (c) the nonperformance of any act otherwise requi…

16-4-311. Action to recover shares sold -- Tender -- Limitation of action. (1) No action may be brought to recover shares sold for a delinquent assessment based on irregularity or defect in the notice of sale or the sale unless the person bringing the action first pays or tenders…

16-4-312. Affidavit and posting of notice -- Evidence. (1) An affidavit made by the secretary of a corporation of the mailing of a notice required by this chapter is prima facie evidence of the existence and mailing of the notice. (2) The publication of a notice under this chapte…

16-6a-1001. Authority to amend articles of incorporation. (1) A nonprofit corporation may amend its articles of incorporation at any time to: (a) add or change a provision that is required or permitted in the articles of incorporation; or (b) delete a provision not required in th…

16-6a-1002. Amendment of articles of incorporation by board of directors or incorporators. (1) Unless otherwise provided in the articles of incorporation, the board of directors may adopt, without member approval, one or more amendments to the articles of incorporation to: (a) de…