Title 16, Business Entities

16-16-1202. Nonjudicial dissolution. Except as otherwise provided in Sections 16-16-1203 and 16-16-1211, a limited cooperative association is dissolved and its activities shall be wound up: (1) upon the occurrence of an event or at a time specified in the articles of organization…

16-16-1203. Judicial dissolution. (1) The attorney general may bring an action in a court with jurisdiction under Title 78A, Judiciary and Judicial Administration, to dissolve a limited cooperative association if: (a) the association obtained the association's articles of organiz…

16-16-1204. Voluntary dissolution before commencement of activity. A majority of the organizers or initial directors of a limited cooperative association that has not yet begun business activity or the conduct of its affairs may dissolve the association.

16-16-1205. Voluntary dissolution by the board and members. (1) Except as otherwise provided in Section 16-16-1204, for a limited cooperative association to voluntarily dissolve: (a) a resolution to dissolve shall be approved by a majority vote of the board of directors unless a …

16-16-1206. Winding up. (1) A limited cooperative association continues after dissolution only for purposes of winding up the association's activities. (2) In winding up a limited cooperative association's activities, the board of directors shall cause the association to: (a) dis…

16-16-1207. Distribution of assets in winding up limited cooperative association. (1) In winding up a limited cooperative association's business, the association shall apply its assets to discharge its obligations to creditors, including members that are creditors. The associatio…

16-16-1208. Known claims against dissolved limited cooperative association. (1) Subject to Subsection (4), a dissolved limited cooperative association may dispose of the known claims against it by following the procedure in Subsections (2) and (3). (2) A dissolved limited coopera…

16-16-1209. Other claims against dissolved limited cooperative association. (1) A dissolved limited cooperative association may publish notice of its dissolution and request persons having claims against the association to present them in accordance with the notice. (2) A notice …

16-16-121. Provisions Applicable to All Business Entities applicable. Chapter 1a, Provisions Applicable to All Business Entities, applies to the provisions of this chapter.

16-16-1210. Court proceeding. (1) Upon a petition by a dissolved limited cooperative association that has published a notice under Section 16-16-1209, a court with jurisdiction under Title 78A, Judiciary and Judicial Administration, may determine the amount and form of security t…

16-16-1211. Administrative dissolution. (1) The division may dissolve a limited cooperative association administratively if the association does not: (a) pay, not later than 60 days after the due date, any fee, tax, or penalty due to the division under this chapter or other law; …

16-16-1213. Denial of reinstatement -- Appeal. (1) If the division denies a limited cooperative association's application for reinstatement following administrative dissolution, the division shall prepare and file a notice that explains the reason for denial and serve the associa…

16-16-1214. Statement of dissolution. (1) A limited cooperative association that has dissolved or is about to dissolve may deliver to the division for filing a statement of dissolution that states: (a) the name of the association; (b) the date the association dissolved or will di…

16-16-1215. Statement of termination. (1) A dissolved limited cooperative association that has completed winding up may deliver to the division for filing a statement of termination that states: (a) the name of the association; (b) the date of filing of its initial articles of or…

16-16-1301. Derivative action. A member may maintain a derivative action to enforce a right of a limited cooperative association if: (1) the member demands that the association bring an action to enforce the right; and (2) any of the following occur: (a) the association does not,…

16-16-1302. Proper plaintiff. (1) A derivative action to enforce a right of a limited cooperative association may be maintained only by a person that: (a) is a member or a dissociated member at the time the action is commenced and: (i) was a member when the conduct giving rise to…

16-16-1303. Pleading. In a derivative action to enforce a right of a limited cooperative association, the complaint shall state: (1) the date and content of the plaintiff's demand under Subsection 16-16-1301(1) and the association's response; (2) if 90 days have not expired since…

16-16-1304. Approval for discontinuance or settlement. A derivative action to enforce a right of a limited cooperative association may not be discontinued or settled without the court's approval.

16-16-1305. Proceeds and expenses. (1) Except as otherwise provided in Subsection (2): (a) any proceeds or other benefits of a derivative action to enforce a right of a limited cooperative association, whether by judgment, compromise, or settlement, belong to the association and …

16-16-1401. Governing law. (1) The law of the state or other jurisdiction under which a foreign cooperative is organized governs relations among the members of the foreign cooperative and between the members and the foreign cooperative. (2) A foreign cooperative may not be denied…

16-16-1402. Application for certificate of authority. (1) A foreign cooperative may apply for a certificate of authority by delivering an application to the division for filing. The application shall state: (a) the name of the foreign cooperative and, if the name does not comply …

16-16-1403. Activities not constituting transacting business. (1) Activities of a foreign cooperative which do not constitute transacting business in this state under this part include: (a) maintaining, defending, and settling an action or proceeding; (b) holding meetings of the …

16-16-1404. Issuance of certificate of authority. Unless the division determines that an application for a certificate of authority does not comply with the filing requirements of this chapter, the division, upon payment by the foreign cooperative of all filing fees, shall file t…

16-16-1405. Noncomplying name of foreign cooperative. (1)(a) A foreign cooperative whose name does not comply with Section 16-1a-302 may not obtain a certificate of authority until it adopts, for the purpose of transacting business in this state, an alternative name that complies…

16-16-1406. Revocation of certificate of authority. (1) A certificate of authority may be revoked by the division in the manner provided in Subsection (2) if the foreign cooperative does not: (a) pay, not later than 60 days after the due date, any fee, tax, or penalty due to the …

16-16-1407. Cancellation of certificate of authority -- Effect of failure to have certificate. (1) To cancel its certificate of authority, a foreign cooperative shall deliver to the division for filing a notice of cancellation. The certificate is canceled when the notice becomes …

16-16-1408. Action by attorney general. The attorney general may maintain an action to restrain a foreign cooperative from transacting business in this state in violation of this part.

16-16-1501. Disposition of assets not requiring member approval. Unless the articles of organization otherwise provide, member approval under Section 16-16-1502 is not required for a limited cooperative association to: (1) sell, lease, exchange, license, or otherwise dispose of a…

16-16-1502. Member approval of other disposition of assets. A sale, lease, exchange, license, or other disposition of assets of a limited cooperative association, other than a disposition described in Section 16-16-1501, requires approval of the association's members under Sectio…

16-16-1503. Notice and action on disposition of assets. For a limited cooperative association to dispose of assets under Section 16-16-1502: (1) a majority of the board of directors, or a greater percentage if required by the organic rules, shall approve the proposed disposition;…

16-16-1504. Disposition of assets. (1) Subject to Subsection (2), a disposition of assets under Section 16-16-1502 shall be approved by: (a) at least two-thirds of the voting power of members present at a members meeting called under Subsection 16-16-1503(2); and (b) if the limit…

16-16-1701. Uniformity of application and construction. In applying and construing this uniform act, consideration shall be given to the need to promote uniformity of the law with respect to its subject matter among states that enact it.

16-16-1702. Relation to Electronic Signatures in Global and National Commerce Act. This chapter modifies, limits, or supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. Sec. 7001 et seq., but does not modify, limit, or supersede Section 101…

16-16-1703. Savings clause. This chapter does not affect an action or proceeding commenced, or right accrued, before May 5, 2008.

16-16-202. Signing and filing of records pursuant to judicial order. (1) If a person required by 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, the court may order, upon the petition of an aggrie…

16-16-204. Correcting filed record. (1) A limited cooperative association or foreign cooperative may deliver to the division for filing a statement of correction to correct a record previously delivered by the association or foreign cooperative to the division and filed by the di…

16-16-205. Liability for inaccurate information in filed record. If a record delivered to the division for filing under this chapter and filed by the division contains inaccurate information, a person that suffers a loss by reliance on the information may recover damages for the …

16-16-206. Certificate of existence or authorization. (1) The division, upon request and payment of the required fee, shall furnish any person that requests it a certificate of existence for a limited cooperative association if the records filed in the office of the division show…

16-16-301. Organizers. A limited cooperative association shall be organized by one or more organizers.

16-16-302. Formation of limited cooperative association -- Articles of organization. (1) To form a limited cooperative association, an organizer of the association shall deliver articles of organization to the division for filing. The articles shall state: (a) the name of the ass…

16-16-303. Organization of limited cooperative association. (1) After a limited cooperative association is formed: (a) if initial directors are named in the articles of organization, the initial directors shall hold an organizational meeting to adopt initial bylaws and carry on a…

16-16-304. Bylaws. (1) Bylaws shall be in a record and, if not stated in the articles of organization, shall include: (a) a statement of the capital structure of the limited cooperative association, including: (i) the classes or other types of members' interests and relative righ…

16-16-401. Authority to amend organic rules. (1) A limited cooperative association may amend its organic rules under this part for any lawful purpose. In addition, the initial board of directors may amend the bylaws of an association under Section 16-16-304. (2) Unless the organi…

16-16-402. Notice and action on amendment of organic rules. (1) Except as provided in Subsections 16-16-401(1) and 16-16-405(6), the organic rules of a limited cooperative association may be amended only at a members meeting. An amendment may be proposed by either: (a) a majority…

16-16-403. Change to amendment of organic rules at meeting. (1) A substantive change to a proposed amendment of the organic rules may not be made at the members meeting at which a vote on the amendment occurs. (2) A nonsubstantive change to a proposed amendment of the organic rul…

16-16-404. Voting by district, class, or voting group. (1) This section applies if the organic rules provide for voting by district or class, or if there is one or more identifiable voting groups that a proposed amendment to the organic rules would affect differently from other m…