Title 16, Title 16: Corporations

16-16-117. Designated office and agent for service of process. (1) A limited cooperative association, or a foreign cooperative that has a certificate of authority under Section, shall designate and continuously maintain in this state: 16-16-1404 an office, as its designated offic…

16-16-118. Change of designated office or agent for service of process. (1) Except as otherwise provided in Subsection, to change its designated office, its agent for service of process, or the street address or, if different, mailing address of its principal office, a limited co…

16-16-118. Change of designated office or agent for service of process. (1) Except as otherwise provided in Section, to change its designated office, its agent for service of process, or the street address or, if different, mailing address of its principal office, a limited coope…

16-16-119. Resignation of agent for service of process. (1) To resign as an agent for service of process of a limited cooperative association or foreign cooperative, the agent shall deliver to the division for filing a statement of resignation containing the name of the agent and…

16-16-120. Service of process. (1) An agent for service of process appointed by a limited cooperative association or foreign cooperative is an agent of the association or foreign cooperative for service of process, notice, or a demand required or permitted by law to be served upo…

16-16-1201. Dissolution and winding up. A limited cooperative association is dissolved only as provided in this part and upon dissolution winds up in accordance with this part.

16-16-1202. Nonjudicial dissolution. Except as otherwise provided in Sectionsand, 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; (2) upon the action o…

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

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, for a limited cooperative association to voluntarily dissolve: 16-16-1204 a resolution to dissolve shall be approved by a majority vote of the board of directors unless a grea…

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: dischar…

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, a dissolved limited cooperative association may dispose of the known claims against it by following the procedure in Subsectionsand. (4) (2) (3) (2) A dissolved limited cooperat…

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, a court with jurisdiction under, may determine the amount and form of security to be provided for payment of claims against the association …

16-16-1211. Administrative dissolution. (1) The division may dissolve a limited cooperative association administratively if the association does not: 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; or d…

16-16-1212. Reinstatement following administrative dissolution. (1) A limited cooperative association that has been dissolved administratively may apply to the division for reinstatement under the limited cooperative association's same name at any time after the effective date of…

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: the name of the association; the date the association dissolved or will dissolve; …

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: the name of the association; the date of filing of its initial articles of organizati…

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: the association does not, 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: is a member or a dissociated member at the time the action is commenced and: was a member when the conduct giving rise to the act…

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 Subsectionand the association's response; 16-16-1301(1) (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) 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 not …

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: the name of the foreign cooperative and, if the name does not comply with…

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: the name of the foreign cooperative and, if the name does not comply with…

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: maintaining, defending, and settling an action or proceeding; holding meetings of the foreign …

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 foreign cooperative whose name does not comply with Sectionmay not obtain a certificate of authority until it adopts, for the purpose of transacting business in this state, an alternative name that complies with Section.…

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

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

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 …

16-16-1407. 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 Sectionis not required for a limited cooperative association to: (1) sell, lease, exchange, license, or otherwise dispose of all or any pa…

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, requires approval of the association's members under Sectionsandif the…

16-16-1503. Notice and action on disposition of assets. For a limited cooperative association to dispose of assets under Section: (1) a majority of the board of directors, or a greater percentage if required by the organic rules, shall approve the proposed disposition; and (2) th…

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

16-16-1601. Definitions. In this part: (1) "Constituent entity" means an entity that is a party to a merger. (2) "Constituent limited cooperative association" means a limited cooperative association that is a party to a merger. (3) "Converted entity" means the organization into w…

16-16-1602. Conversion. (1) An entity that is not a limited cooperative association may convert to a limited cooperative association and a limited cooperative association may convert to an entity that is not a limited cooperative association pursuant to this section, Sectionsthro…

16-16-1603. Action on plan of conversion by converting limited cooperative association. (1) For a limited cooperative association to convert to another entity, a plan of conversion shall be approved by a majority of the board of directors, or a greater percentage if required by t…

16-16-1604. Filings required for conversion -- Effective date. (1) After a plan of conversion is approved: a converting limited cooperative association shall deliver to the division for filing articles of conversion, which shall include: a statement that the limited cooperative a…

16-16-1605. Effect of conversion. (1) An entity that has been converted pursuant to this part is for all purposes the same entity that existed before the conversion and is not a new entity but, after conversion, is organized under the organic law of the converted entity and is su…