reglab/statecodes huggingface dataset:
2023 Utah Code › Title 16 - Corporations › Chapter 16 - Uniform Limited Cooperative Association Act › Part 14 - Foreign Cooperatives › Section 1402 - Application for certificate of authority.

Effective 5/8/2018
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 with Section 16-16-111, an alternative name adopted pursuant to Section 16-16-1405;
(b) the name of the state or other jurisdiction under whose law the foreign cooperative is organized;
(c) the street address and, if different, mailing address of the principal office and, if the law of the jurisdiction under which the foreign cooperative is organized requires the foreign cooperative to maintain another office in that jurisdiction, the street address and, if different, mailing address of the required office;
(d) the street address and, if different, mailing address of the foreign cooperative's designated office in this state, and the name of the foreign cooperative's agent for service of process at the designated office; and
(e) the name, street address and, if different, mailing address of each of the foreign cooperative's current directors and officers.
(2) A foreign cooperative shall deliver with a completed application under Subsection (1) a certificate of existence or a similar record signed by the division or other official having custody of the foreign cooperative's publicly filed records in the state or other jurisdiction under whose law the foreign cooperative is organized.
Amended by Chapter 149, 2018 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 16 - Uniform Limited Cooperative Association Act › Part 14 - Foreign Cooperatives › Section 1403 - Activities not constituting transacting business.

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 foreign cooperative's members or directors or carrying on any other activity concerning the foreign cooperative's internal affairs;
(c) maintaining accounts in financial institutions;
(d) maintaining offices or agencies for the transfer, exchange, and registration of the foreign cooperative's own securities or maintaining trustees or depositories with respect to those securities;
(e) selling through independent contractors;
(f) soliciting or obtaining orders, whether by mail or electronic means, through employees, agents, or otherwise, if the orders require acceptance outside this state before they become contracts;
(g) creating or acquiring indebtedness, mortgages, or security interests in real or personal property;
(h) securing or collecting debts or enforcing mortgages or other security interests in property securing the debts, and holding, protecting, and maintaining property so acquired;
(i) conducting an isolated transaction that is completed within 30 days and is not one in the course of similar transactions; and
(j) transacting business in interstate commerce.
(2) For purposes of this part, the ownership in this state of income-producing real property or tangible personal property, other than property excluded under Subsection (1), constitutes transacting business in this state.
(3) This section does not apply in determining the contacts or activities that may subject a foreign cooperative to service of process, taxation, or regulation under law of this state other than this chapter.
Enacted by Chapter 363, 2008 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 16 - Uniform Limited Cooperative Association Act › Part 14 - Foreign Cooperatives › Section 1404 - Issuance of certificate of authority.

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 the application, issue a certificate of authority, and send a copy of the filed certificate, together with a receipt for the fees, to the foreign cooperative or its representative.
Enacted by Chapter 363, 2008 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 16 - Uniform Limited Cooperative Association Act › Part 14 - Foreign Cooperatives › Section 1405 - Noncomplying name of foreign cooperative.

16-16-1405.
Noncomplying name of foreign cooperative.
(1) A foreign cooperative whose name does not comply with Section 16-16-111 may 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 16-16-111. A foreign cooperative that adopts an alternative name under this Subsection (1) and then obtains a certificate of authority with that name need not also comply with Section 42-2-5. After obtaining a certificate of authority with an alternative name, a foreign cooperative's business in this state shall be transacted under that name unless the foreign cooperative is authorized under Section 42-2-5 to transact business in this state under another name.
(2) If a foreign cooperative authorized to transact business in this state changes its name to one that does not comply with Section 16-16-111, it may not thereafter transact business in this state until it complies with Subsection (1) and obtains an amended certificate of authority.
Amended by Chapter 378, 2010 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 16 - Uniform Limited Cooperative Association Act › Part 14 - Foreign Cooperatives › Section 1406 - Revocation of certificate of authority.

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 division under this chapter or any other law of this state;
(b) deliver, not later than 60 days after the due date, its annual report;
(c) appoint and maintain an agent for service of process; or
(d) deliver for filing a statement of change not later than 30 days after a change has occurred in the name of the agent or the address of the foreign cooperative's designated office.
(2) To revoke a certificate of authority, the division shall file a notice of revocation and send a copy to the foreign cooperative's registered agent for service of process in this state or, if the foreign cooperative does not appoint and maintain an agent for service of process in this state, to the foreign cooperative's principal office. The notice shall state:
(a) the revocation's effective date, which shall be at least 60 days after the date the division sends the copy; and
(b) the foreign cooperative's noncompliance that is the reason for the revocation.
(3) The authority of a foreign cooperative to transact business in this state ceases on the effective date of the notice of revocation unless before that date the foreign cooperative cures each failure to comply stated in the notice. If the foreign cooperative cures the failures, the division shall so indicate on the filed notice.
Amended by Chapter 378, 2010 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 16 - Uniform Limited Cooperative Association Act › Part 14 - Foreign Cooperatives › Section 1407 - Cancellation of certificate of authority -- Effect of failure to have certificate.

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 effective under Section 16-16-203.
(2) A foreign cooperative transacting business in this state may not maintain an action or proceeding in this state unless it has a certificate of authority.
(3) The failure of a foreign cooperative to have a certificate of authority does not impair the validity of a contract or act of the foreign cooperative or prevent the foreign cooperative from defending an action or proceeding in this state.
(4) A member of a foreign cooperative is not liable for the obligations of the foreign cooperative solely by reason of the foreign cooperative's having transacted business in this state without a certificate of authority.
(5) If a foreign cooperative transacts business in this state without a certificate of authority or cancels its certificate, it appoints the division as its agent for service of process for an action arising out of the transaction of business in this state.
Amended by Chapter 378, 2010 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 16 - Uniform Limited Cooperative Association Act › Part 14 - Foreign Cooperatives › Section 1408 - Action by attorney general.

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.
Enacted by Chapter 363, 2008 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 16 - Uniform Limited Cooperative Association Act › Part 15 - Disposition of Assets › Section 1501 - Disposition of assets not requiring member approval.

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 all or any part of the assets of the association in the usual and regular course of business; or
(2) mortgage, pledge, dedicate to the repayment of indebtedness, or encumber in any way all or any part of the assets of the association whether or not in the usual and regular course of business.
Enacted by Chapter 363, 2008 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 16 - Uniform Limited Cooperative Association Act › Part 15 - Disposition of Assets › Section 1502 - Member approval of other disposition of assets.

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 Sections 16-16-1503 and 16-16-1504 if the disposition leaves the association without significant continuing business activity.
Enacted by Chapter 363, 2008 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 16 - Uniform Limited Cooperative Association Act › Part 15 - Disposition of Assets › Section 1503 - Notice and action on disposition of assets.

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; and
(2) the board of directors shall call a members meeting to consider the proposed disposition, hold the meeting not later than 90 days after approval of the proposed disposition by the board, and mail or otherwise transmit or deliver in a record to each member:
(a) the terms of the proposed disposition;
(b) a recommendation that the members approve the disposition, or if the board determines that because of conflict of interest or other special circumstances it should not make a favorable recommendation, the basis for that determination;
(c) a statement of any condition of the board's submission of the proposed disposition to the members; and
(d) notice of the meeting at which the proposed disposition will be considered, which shall be given in the same manner as notice of a special meeting of members.
Amended by Chapter 378, 2010 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 16 - Uniform Limited Cooperative Association Act › Part 15 - Disposition of Assets › Section 1504 - Disposition of assets.

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 limited cooperative association has investor members, at least a majority of the votes cast by patron members, unless the organic rules require a greater percentage vote by patron members.
(2) The organic rules may require that the percentage of votes under Subsection (1)(a) is:
(a) a different percentage that is not less than a majority of members voting at the meeting;
(b) measured against the voting power of all members; or
(c) a combination of Subsections (2)(a) and (b).
(3) Subject to any contractual obligations, after a disposition of assets is approved and at any time before the consummation of the disposition, a limited cooperative association may approve an amendment to the contract for disposition or the resolution authorizing the disposition or approve abandonment of the disposition:
(a) as provided in the contract or the resolution; and
(b) except as prohibited by the resolution, with the same affirmative vote of the board of directors and of the members as was required to approve the disposition.
(4) The voting requirements for districts, classes, or voting groups under Section 16-16-404 apply to approval of a disposition of assets under this part.
Amended by Chapter 378, 2010 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 16 - Uniform Limited Cooperative Association Act › Part 16 - Conversion and Merger › Section 1601 - Definitions.

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 which a converting entity converts pursuant to Sections 16-16-1602 through 16-16-1605.
(4) "Converting entity" means an entity that converts into another entity pursuant to Sections 16-16-1602 through 16-16-1605.
(5) "Converting limited cooperative association" means a converting entity that is a limited cooperative association.
(6) "Organizational documents" means articles of incorporation, bylaws, articles of organization, operating agreements, partnership agreements, or other documents serving a similar function in the creation and governance of an entity.
(7) "Personal liability" means personal liability for a debt, liability, or other obligation of an entity imposed, by operation of law or otherwise, on a person that co-owns or has an interest in the entity:
(a) by the entity's organic law solely because of the person co-owning or having an interest in the entity; or
(b) by the entity's organizational documents under a provision of the entity's organic law authorizing those documents to make one or more specified persons liable for all or specified parts of the entity's debts, liabilities, and other obligations solely because the person co-owns or has an interest in the entity.
(8) "Surviving entity" means an entity into which one or more other entities are merged, whether the entity existed before the merger or is created by the merger.
Enacted by Chapter 363, 2008 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 16 - Uniform Limited Cooperative Association Act › Part 16 - Conversion and Merger › Section 1602 - Conversion.

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, Sections 16-16-1603 through 16-16-1605, and a plan of conversion, if:
(a) the other entity's organic law authorizes the conversion;
(b) the conversion is not prohibited by the law of the jurisdiction that enacted the other entity's organic law; and
(c) the other entity complies with its organic law in effecting the conversion.
(2) A plan of conversion shall be in a record and shall include:
(a) the name and form of the entity before conversion;
(b) the name and form of the entity after conversion;
(c) the terms and conditions of the conversion, including the manner and basis for converting interests in the converting entity into any combination of money, interests in the converted entity, and other consideration; and
(d) the organizational documents of the proposed converted entity.
Amended by Chapter 378, 2010 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 16 - Uniform Limited Cooperative Association Act › Part 16 - Conversion and Merger › Section 1604 - Filings required for conversion -- Effective date.

16-16-1604.
Filings required for conversion -- Effective date.
(1) After a plan of conversion is approved:
(a) a converting limited cooperative association shall deliver to the division for filing articles of conversion, which shall include:
(i) a statement that the limited cooperative association has been converted into another entity;
(ii) the name and form of the converted entity and the jurisdiction of its governing statute;
(iii) the date the conversion is effective under the governing statute of the converted entity;
(iv) a statement that the conversion was approved as required by this chapter;
(v) a statement that the conversion was approved as required by the governing statute of the converted entity; and
(vi) if the converted entity is an entity organized in a jurisdiction other than this state and is not authorized to transact business in this state, the street address and, if different, mailing address of an office which the division may use for purposes of Section 16-16-120; and
(b) if the converting entity is not a converting limited cooperative association, the converting entity shall deliver to the division for filing articles of organization, which shall include, in addition to the information required by Section 16-16-302:
(i) a statement that the association was converted from another entity;
(ii) the name and form of the converting entity and the jurisdiction of its governing statute; and
(iii) a statement that the conversion was approved in a manner that complied with the converting entity's governing statute.
(2) A conversion becomes effective:
(a) if the converted entity is a limited cooperative association, when the articles of conversion take effect pursuant to Subsection 16-16-203(3); or
(b) if the converted entity is not a limited cooperative association, as provided by the governing statute of the converted entity.
Amended by Chapter 378, 2010 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 16 - Uniform Limited Cooperative Association Act › Part 16 - Conversion and Merger › Section 1605 - Effect of conversion.

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 subject to that law and other law as it applies to the converted entity.
(2) When a conversion takes effect under this part:
(a) all property owned by the converting entity remains vested in the converted entity;
(b) all debts, liabilities, and other obligations of the converting entity continue as obligations of the converted entity;
(c) an action or proceeding pending by or against the converting entity may be continued as if the conversion had not occurred;
(d) except as prohibited by other law, all the rights, privileges, immunities, powers, and purposes of the converting entity remain vested in the converted entity;
(e) except as otherwise provided in the plan of conversion, the terms and conditions of the plan of conversion take effect; and
(f) except as otherwise provided in the plan of conversion, the conversion does not dissolve a converting limited cooperative association for purposes of Part 12, Dissolution.
(3) A converted entity that is an entity organized under the laws of a jurisdiction other than this state consents to the jurisdiction of the courts of this state to enforce any obligation owed by the converting limited cooperative association if, before the conversion, the converting limited cooperative association was subject to suit in this state on the obligation. A converted entity that is an entity organized under the laws of a jurisdiction other than this state and not authorized to transact business in this state appoints the division as its agent for service of process for purposes of enforcing an obligation under this Subsection (3). Service on the division under this Subsection (3) is made in the same manner and with the same consequences as under Subsections 16-16-120(3) and (4).
Enacted by Chapter 363, 2008 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 16 - Uniform Limited Cooperative Association Act › Part 16 - Conversion and Merger › Section 1606 - Merger.

16-16-1606.
Merger.
(1) One or more limited cooperative associations may merge with one or more other entities pursuant to this part and a plan of merger if:
(a) the governing statute of each of the other entities authorizes the merger;
(b) the merger is not prohibited by the law of a jurisdiction that enacted any of those governing statutes; and
(c) each of the other entities complies with its governing statute in effecting the merger.
(2) A plan of merger shall be in a record and shall include:
(a) the name and form of each constituent entity;
(b) the name and form of the surviving entity and, if the surviving entity is to be created by the merger, a statement to that effect;
(c) the terms and conditions of the merger, including the manner and basis for converting the interests in each constituent entity into any combination of money, interests in the surviving entity, and other consideration;
(d) if the surviving entity is to be created by the merger, the surviving entity's organizational documents;
(e) if the surviving entity is not to be created by the merger, any amendments to be made by the merger to the surviving entity's organizational documents; and
(f) if a member of a constituent limited cooperative association will have personal liability with respect to a surviving entity, the identity of the member by descriptive class or other reasonable manner.
Amended by Chapter 378, 2010 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 16 - Uniform Limited Cooperative Association Act › Part 16 - Conversion and Merger › Section 1607 - Notice and action on plan of merger by constituent limited cooperative association.

16-16-1607.
Notice and action on plan of merger by constituent limited cooperative association.
(1) For a limited cooperative association to merge with another entity, a plan of merger shall be approved by a majority vote of the board of directors or a greater percentage if required by the association's organic rules.
(2) The board of directors shall call a members meeting to consider a plan of merger approved by the board, hold the meeting not later than 90 days after approval of the plan by the board, and mail or otherwise transmit or deliver in a record to each member:
(a) the plan of merger, or a summary of the plan and a statement of the manner in which a copy of the plan in a record may be reasonably obtained by a member;
(b) a recommendation that the members approve the plan of merger, or if the board determines that because of conflict of interest or other special circumstances it should not make a favorable recommendation, the basis for that determination;
(c) a statement of any condition of the board's submission of the plan of merger to the members; and
(d) notice of the meeting at which the plan of merger will be considered, which shall be given in the same manner as notice of a special meeting of members.
Amended by Chapter 378, 2010 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 16 - Uniform Limited Cooperative Association Act › Part 16 - Conversion and Merger › Section 1608 - Approval or abandonment of merger by members.

16-16-1608.
Approval or abandonment of merger by members.
(1) Subject to Subsections (2) and (3), a plan of merger shall be approved by:
(a) at least two-thirds of the voting power of members present at a members meeting called under Subsection 16-16-1607(2); and
(b) if the limited cooperative association has investor members, at least a majority of the votes cast by patron members, unless the organic rules require a greater percentage vote by patron members.
(2) The organic rules may provide that the percentage of votes under Subsection (1)(a) is:
(a) a different percentage that is not less than a majority of members voting at the meeting;
(b) measured against the voting power of all members; or
(c) a combination of Subsections (2)(a) and (b).
(3) The vote required to approve a plan of merger may not be less than the vote required for the members of the limited cooperative association to amend the articles of organization.
(4) Consent in a record to a plan of merger by a member shall be delivered to the limited cooperative association before delivery of articles of merger for filing pursuant to Section 16-16-1609 if as a result of the merger the member will have:
(a) personal liability for an obligation of the association; or
(b) an obligation or liability for an additional contribution.
(5) Subject to Subsection (4) and any contractual rights, after a merger is approved, and at any time before the effective date of the merger, a limited cooperative association that is a party to the merger may approve an amendment to the plan of merger or approve abandonment of the planned merger:
(a) as provided in the plan; and
(b) except as prohibited by the plan, with the same affirmative vote of the board of directors and of the members as was required to approve the plan.
(6) The voting requirements for districts, classes, or voting groups under Section 16-16-404 apply to approval of a merger under this part.
Amended by Chapter 378, 2010 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 16 - Uniform Limited Cooperative Association Act › Part 16 - Conversion and Merger › Section 1609 - Filings required for merger -- Effective date.

16-16-1609.
Filings required for merger -- Effective date.
(1) After each constituent entity has approved a merger, articles of merger shall be signed on behalf of each constituent entity by an authorized representative.
(2) The articles of merger shall include:
(a) the name and form of each constituent entity and the jurisdiction of its governing statute;
(b) the name and form of the surviving entity, the jurisdiction of its governing statute, and, if the surviving entity is created by the merger, a statement to that effect;
(c) the date the merger is effective under the governing statute of the surviving entity;
(d) if the surviving entity is to be created by the merger and:
(i) will be a limited cooperative association, the limited cooperative association's articles of organization; or
(ii) will be an entity other than a limited cooperative association, the organizational document that creates the entity;
(e) if the surviving entity is not created by the merger, any amendments provided for in the plan of merger to the organizational document that created the entity;
(f) a statement as to each constituent entity that the merger was approved as required by the entity's governing statute;
(g) if the surviving entity is a foreign organization not authorized to transact business in this state, the street address and, if different, mailing address of an office which the division may use for the purposes of Section 16-16-120; and
(h) any additional information required by the governing statute of any constituent entity.
(3) Each limited cooperative association that is a party to a merger shall deliver the articles of merger to the division for filing.
(4) A merger becomes effective under this part:
(a) if the surviving entity is a limited cooperative association, upon the later of:
(i) compliance with Subsection (3); or
(ii) subject to Subsection 16-16-203(3), as specified in the articles of merger; or
(b) if the surviving entity is not a limited cooperative association, as provided by the governing statute of the surviving entity.
Amended by Chapter 378, 2010 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 16 - Uniform Limited Cooperative Association Act › Part 16 - Conversion and Merger › Section 1610 - Effect of merger.

16-16-1610.
Effect of merger.
(1) When a merger becomes effective:
(a) the surviving entity continues or comes into existence;
(b) each constituent entity that merges into the surviving entity ceases to exist as a separate entity;
(c) all property owned by each constituent entity that ceases to exist vests in the surviving entity;
(d) all debts, liabilities, and other obligations of each constituent entity that ceases to exist continue as obligations of the surviving entity;
(e) an action or proceeding pending by or against any constituent entity that ceases to exist may be continued as if the merger had not occurred;
(f) except as prohibited by law other than this chapter, all rights, privileges, immunities, powers, and purposes of each constituent entity that ceases to exist vest in the surviving entity;
(g) except as otherwise provided in the plan of merger, the terms and conditions of the plan take effect;
(h) except as otherwise provided in the plan of merger, if a merging limited cooperative association ceases to exist, the merger does not dissolve the association for purposes of Part 12, Dissolution;
(i) if the surviving entity is created by the merger and:
(i) is a limited cooperative association, the articles of organization become effective; or
(ii) is an entity other than a limited cooperative association, the organizational document that creates the entity becomes effective; and
(j) if the surviving entity is not created by the merger, any amendments made by the articles of merger for the organizational documents of the surviving entity become effective.
(2) A surviving entity that is an entity organized under the laws of a jurisdiction other than this state consents to the jurisdiction of the courts of this state to enforce any obligation owed by the constituent entity if, before the merger, the constituent entity was subject to suit in this state on the obligation. A surviving entity that is an entity organized under the laws of a jurisdiction other than this state and not authorized to transact business in this state appoints the division as its agent for service of process for purposes of enforcing an obligation under this Subsection (2). Service on the division under this Subsection (2) is made in the same manner and with the same consequences as in Subsections 16-16-120(3) and (4).
Enacted by Chapter 363, 2008 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 16 - Uniform Limited Cooperative Association Act › Part 16 - Conversion and Merger › Section 1611 - Consolidation.

16-16-1611.
Consolidation.
(1) Constituent entities that are limited cooperative associations or foreign cooperatives may agree to call a merger a consolidation under this part.
(2) All provisions governing mergers or using the term merger in this chapter apply equally to mergers that the constituent entities choose to call consolidations under Subsection (1).
Enacted by Chapter 363, 2008 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 16 - Uniform Limited Cooperative Association Act › Part 17 - Miscellaneous Provisions › Section 1701 - Uniformity of application and construction.

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.
Amended by Chapter 378, 2010 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 16 - Uniform Limited Cooperative Association Act › Part 17 - Miscellaneous Provisions › Section 1702 - Relation to Electronic Signatures in Global and National Commerce Act.

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(c) of that act, 15 U.S.C. Sec. 7001(c), or authorize electronic delivery of any of the notices described in Section 103(b) of that act, 15 U.S.C. Sec. 7003(b).
Enacted by Chapter 363, 2008 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 16 - Uniform Limited Cooperative Association Act › Part 17 - Miscellaneous Provisions › Section 1703 - Savings clause.

16-16-1703.
Savings clause.
This chapter does not affect an action or proceeding commenced, or right accrued, before May 5, 2008.
Enacted by Chapter 363, 2008 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 17 - Model Registered Agents Act › Part 2 - Registered Agents › Section 202 - Addresses in filings.

16-17-202.
Addresses in filings.
Whenever a provision of this chapter other than Subsection 16-17-209(1)(d) requires that a filing state an address, the filing shall state:
(1) an actual street address or rural route box number in this state; and
(2) a mailing address in this state, if different from the address under Subsection (1).
Amended by Chapter 378, 2010 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 17 - Model Registered Agents Act › Part 2 - Registered Agents › Section 203 - Appointment of registered agent.

16-17-203.
Appointment of registered agent.
(1) A registered agent filing shall state:
(a) the name of the represented entity's commercial registered agent; or
(b) if the entity does not have a commercial registered agent:
(i) the name and address of the entity's noncommercial registered agent; or
(ii) the title of an office or other position with the entity if service of process is to be sent to the person holding that office or position, and the address of the business office of that person.
(2) The appointment of a registered agent pursuant to Subsection (1)(a) or (b)(i) is an affirmation by the represented entity that the agent has consented to serve as such.
(3) The division shall make available in a record as soon as practicable a daily list of filings that contain the name of a registered agent. The list shall:
(a) be available for at least 14 calendar days;
(b) list in alphabetical order the names of the registered agents; and
(c) state the type of filing and name of the represented entity making the filing.
Amended by Chapter 378, 2010 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 17 - Model Registered Agents Act › Part 2 - Registered Agents › Section 204 - Listing of commercial registered agent.

16-17-204.
Listing of commercial registered agent.
(1) An individual or a domestic or foreign entity may become listed as a commercial registered agent by filing with the division a commercial registered agent listing statement signed by or on behalf of the person which states:
(a) the name of the individual or the name, type, and jurisdiction of organization of the entity;
(b) that the person is in the business of serving as a commercial registered agent in this state; and
(c) the address of a place of business of the person in this state to which service of process and other notice and documents being served on or sent to entities represented by it may be delivered.
(2) A commercial registered agent listing statement may include the information regarding acceptance of service of process in a record by the commercial registered agent provided for in Subsection 16-17-301(4).
(3) If the name of a person filing a commercial registered agent listing statement is not distinguishable on the records of the division from the name of another commercial registered agent listed under this section, the person shall adopt a fictitious name that is distinguishable and use that name in its statement and when it does business in this state as a commercial registered agent.
(4) A commercial registered agent listing statement takes effect on filing.
(5) The division shall note the filing of the commercial registered agent listing statement in the index of filings maintained by the division for each entity represented by the registered agent at the time of the filing. The statement has the effect of deleting the address of the registered agent from the registered agent filing of each of those entities.
Amended by Chapter 378, 2010 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 17 - Model Registered Agents Act › Part 2 - Registered Agents › Section 205 - Termination of listing of commercial registered agent.

16-17-205.
Termination of listing of commercial registered agent.
(1) A commercial registered agent may terminate its listing as a commercial registered agent by filing with the division a commercial registered agent termination statement signed by or on behalf of the agent which states:
(a) the name of the agent as currently listed under Section 16-17-204; and
(b) that the agent is no longer in the business of serving as a commercial registered agent in this state.
(2) A commercial registered agent termination statement takes effect on the 31st day after the day on which it is filed.
(3) The commercial registered agent shall promptly furnish each entity represented by it with notice in a record of the filing of the commercial registered agent termination statement.
(4) When a commercial registered agent termination statement takes effect, the registered agent ceases to be an agent for service of process on each entity formerly represented by it. Until an entity formerly represented by a terminated commercial registered agent appoints a new registered agent, service of process may be made on the entity as provided in Section 16-17-301. Termination of the listing of a commercial registered agent under this section does not affect any contractual rights a represented entity may have against the agent or that the agent may have against the entity.
Enacted by Chapter 364, 2008 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 17 - Model Registered Agents Act › Part 2 - Registered Agents › Section 206 - Change of registered agent by entity.

16-17-206.
Change of registered agent by entity.
(1) A represented entity may change the information currently on file under Subsection 16-17-203(1) by filing with the division a statement of change signed on behalf of the entity which states:
(a) the name of the entity; and
(b) the information that is to be in effect as a result of the filing of the statement of change.
(2) The interest holders or governors of a domestic entity need not approve the filing of:
(a) a statement of change under this section; or
(b) a similar filing changing the registered agent or registered office of the entity in any other jurisdiction.
(3) The appointment of a registered agent pursuant to Subsection (1) is an affirmation by the represented entity that the agent has consented to serve as such.
(4) A statement of change filed under this section takes effect on filing.
(5) As an alternative to using the procedures in this section, a represented entity may change the information currently on file under Subsection 16-17-203(1) by amending its most recent registered agent filing in the manner provided by the laws of this state other than this chapter for amending that filing.
Enacted by Chapter 364, 2008 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 17 - Model Registered Agents Act › Part 2 - Registered Agents › Section 207 - Change of name or address by noncommercial registered agent.

16-17-207.
Change of name or address by noncommercial registered agent.
(1) If a noncommercial registered agent changes its name or its address as currently in effect with respect to a represented entity pursuant to Subsection 16-17-203(1), the agent shall file with the division, with respect to each entity represented by the agent, a statement of change signed by or on behalf of the agent which states:
(a) the name of the entity;
(b) the name and address of the agent as currently in effect with respect to the entity;
(c) if the name of the agent has changed, its new name; and
(d) if the address of the agent has changed, the new address.
(2) A statement of change filed under this section takes effect on filing.
(3) A noncommercial registered agent shall promptly furnish the represented entity with notice in a record of the filing of a statement of change and the changes made by the filing.
Enacted by Chapter 364, 2008 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 17 - Model Registered Agents Act › Part 2 - Registered Agents › Section 208 - Change of name, address, or type of organization by commercial registered agent.

16-17-208.
Change of name, address, or type of organization by commercial registered agent.
(1) If a commercial registered agent changes its name, its address as currently listed under Subsection 16-17-204(1), or its type or jurisdiction of organization, the agent shall file with the division a statement of change signed by or on behalf of the agent which states:
(a) the name of the agent as currently listed under Subsection 16-17-204(1);
(b) if the name of the agent has changed, its new name;
(c) if the address of the agent has changed, the new address; and
(d) if the type or jurisdiction of organization of the agent has changed, the new type or jurisdiction of organization.
(2) The filing of a statement of change under Subsection (1) is effective to change the information regarding the commercial registered agent with respect to each entity represented by the agent.
(3) A statement of change filed under this section takes effect on filing.
(4) A commercial registered agent shall promptly furnish each entity represented by it with notice in a record of the filing of a statement of change relating to the name or address of the agent and the changes made by the filing.
(5) If a commercial registered agent changes its address without filing a statement of change as required by this section, the division may cancel the listing of the agent under Section 16-17-204. A cancellation under this Subsection (5) has the same effect as a termination under Section 16-17-205. Promptly after canceling the listing of an agent, the division shall serve notice in a record in the manner provided in Subsection 16-17-301(2) or (3) on:
(a) each entity represented by the agent, stating that the agent has ceased to be an agent for service of process on the entity and that, until the entity appoints a new registered agent, service of process may be made on the entity as provided in Section 16-17-301; and
(b) the agent, stating that the listing of the agent has been canceled under this section.
Enacted by Chapter 364, 2008 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 17 - Model Registered Agents Act › Part 2 - Registered Agents › Section 209 - Resignation of registered agent.

Effective 5/8/2018
16-17-209.
Resignation of registered agent.
(1) A registered agent may resign at any time with respect to a represented entity by filing with the division a statement of resignation signed by or on behalf of the agent which states:
(a) the name of the entity;
(b) the name of the agent;
(c) that the agent resigns from serving as agent for service of process for the entity; and
(d) the name and address of the person to which the agent will send the notice required by Subsection (3).
(2) A statement of resignation takes effect on the earlier of the 31st day after the day on which it is filed or the appointment of a new registered agent for the represented entity.
(3) The registered agent shall promptly furnish the represented entity notice in a record of the date on which a statement of resignation was filed.
(4) When a statement of resignation takes effect, the registered agent ceases to have responsibility for any matter tendered to it as agent for the represented entity. A resignation under this section does not affect any contractual rights the entity has against the agent or that the agent has against the entity.
(5) A registered agent may resign with respect to a represented entity whether or not the entity is registered with the division.
Amended by Chapter 149, 2018 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 17 - Model Registered Agents Act › Part 2 - Registered Agents › Section 210 - Appointment of agent by nonfiling or nonqualified foreign entity.

16-17-210.
Appointment of agent by nonfiling or nonqualified foreign entity.
(1) A domestic entity that is not a filing entity or a nonqualified foreign entity may file with the division a statement appointing an agent for service of process signed on behalf of the entity which states:
(a) the name, type, and jurisdiction of organization of the entity; and
(b) the information required by Subsection 16-17-203(1).
(2) A statement appointing an agent for service of process takes effect on filing.
(3) The appointment of a registered agent under this section does not qualify a nonqualified foreign entity to do business in this state and is not sufficient alone to create personal jurisdiction over the nonqualified foreign entity in this state.
(4) A statement appointing an agent for service of process may not be rejected for filing because the name of the entity filing the statement is not distinguishable on the records of the division from the name of another entity appearing in those records. The filing of a statement appointing an agent for service of process does not make the name of the entity filing the statement unavailable for use by another entity.
(5) An entity that has filed a statement appointing an agent for service of process may cancel the statement by filing a statement of cancellation, which shall take effect upon filing, and shall state the name of the entity and that the entity is canceling its appointment of an agent for service of process in this state. A statement appointing an agent for service of process which has not been canceled earlier is effective for a period of five years after the date of filing.
(6) A statement appointing an agent for service of process for a nonqualified foreign entity terminates automatically on the date the entity becomes a qualified foreign entity.
Amended by Chapter 378, 2010 General Session