reglab/statecodes huggingface dataset:
2023 Utah Code › Title 16 - Corporations › Chapter 10a - Utah Revised Business Corporation Act › Part 14 - Dissolution › Section 1433 - Decree of dissolution.

16-10a-1433.
Decree of dissolution.
(1) If after a hearing the court determines that one or more grounds for judicial dissolution described in Section 16-10a-1430 exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution. The clerk of the court shall deliver a certified copy of the decree to the division for filing.
(2) After entering the decree of dissolution, the court shall direct the winding up and liquidation of the corporation's business and affairs in accordance with Section 16-10a-1405 and the giving of notice to its registered agent, or to the division if it has no registered agent, and to claimants in accordance with Sections 16-10a-1406 and 16-10a-1407.
(3) The court's order may be appealed as in other civil proceedings.
Enacted by Chapter 277, 1992 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 10a - Utah Revised Business Corporation Act › Part 14 - Dissolution › Section 1440 - Deposit with state treasurer.

16-10a-1440.
Deposit with state treasurer.
Assets of a dissolved corporation that should be transferred to a creditor, claimant, or shareholder of the corporation who cannot be found or who is not competent to receive them shall be reduced to cash and deposited with the state treasurer in accordance with Title 67, Chapter 4a, Revised Uniform Unclaimed Property Act.
Amended by Chapter 198, 1995 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 10a - Utah Revised Business Corporation Act › Part 15 - Authority of Foreign Corporation to Transact Business › Section 1501 - Authority to transact business required.

16-10a-1501.
Authority to transact business required.
(1) A foreign corporation may not transact business in this state until its application for authority to transact business is filed by the division. This applies to foreign corporations that conduct a business governed by other statutes of this state only to the extent this part is not inconsistent with those other statutes.
(2) The following, nonexhaustive list of activities does not constitute "transacting business" within the meaning of Subsection (1):
(a) maintaining, defending, or settling in its own behalf any legal proceeding;
(b) holding meetings of the board of directors, shareholders, or otherwise carrying on activities concerning internal corporate affairs;
(c) maintaining bank accounts;
(d) maintaining offices or agencies for the transfer, exchange, and registration of its 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 through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts;
(g) creating as borrower or lender or acquiring indebtedness, mortgages, or security interests in real or personal property;
(h) securing or collecting debts in its own behalf or enforcing mortgages or security interests in property securing such debts;
(i) owning, without more, real or personal property;
(j) conducting an isolated transaction that is completed within 30 days and that is not one in the course of repeated transactions of a like nature;
(k) transacting business in interstate commerce;
(l) acquiring, in transactions outside this state or in interstate commerce, of conditional sales contracts or of debts secured by mortgages or liens on real or personal property in this state, collecting or adjusting of principal or interest payments on the contracts, mortgages, or liens, enforcing or adjusting any rights provided for in conditional sales contracts or securing the described debts, taking any actions necessary to preserve and protect the interest of the conditional vendor in the property covered by a conditional sales contract or the interest of the mortgagee or holder of the lien in such security, or any combination of such transactions; and
(m) any other activities not considered to constitute transacting business in this state in the discretion of the division.
(3) Nothing in this section limits or affects the right to subject a foreign corporation which does not, or is not required to, have authority to transact business in this state to the jurisdiction of the courts of this state or to serve upon any foreign corporation any process, notice, or demand required or permitted by law to be served upon a corporation pursuant to any applicable provision of law or pursuant to any applicable rules of civil procedure.
Amended by Chapter 79, 1996 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 10a - Utah Revised Business Corporation Act › Part 15 - Authority of Foreign Corporation to Transact Business › Section 1503 - Application for authority to transact business.

16-10a-1503.
Application for authority to transact business.
(1) A foreign corporation may apply for authority to transact business in this state by delivering to the division for filing an application for authority to transact business setting forth:
(a) its corporate name and its assumed name, if any;
(b) the name of the state or country under whose law it is incorporated;
(c) its date of incorporation and period of its corporate duration;
(d) the street address of its principal office;
(e) the information required by Subsection 16-17-203(1);
(f) the names and usual business addresses of its current directors and officers;
(g) the date it commenced or expects to commence transacting business in this state; and
(h) any additional information the division may determine is necessary or appropriate to determine whether the application for authority to transact business should be filed.
(2) The foreign corporation shall deliver with the completed application for authority to transact business a certificate of existence, or a document of similar import, duly authorized by the lieutenant governor or other official having custody of corporate records in the state or country under whose law it is incorporated. The certificate of existence shall be dated within 90 days before the day on which the application for authority to transact business by the division is filed.
(3)
(a) The division may permit a tribal corporation to apply for authority to transact business in this state in the same manner as a foreign corporation incorporated in another state.
(b) If a tribal corporation elects to apply for authority to transact business in this state, for purposes of this chapter, the tribal corporation shall be treated in the same manner as a foreign corporation incorporated under the laws of another state.
Amended by Chapter 43, 2010 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 10a - Utah Revised Business Corporation Act › Part 15 - Authority of Foreign Corporation to Transact Business › Section 1504 - Amended application for authority to transact business.

16-10a-1504.
Amended application for authority to transact business.
(1) A foreign corporation authorized to transact business in this state shall deliver an amended application for authority to transact business to the division for filing if the foreign corporation changes:
(a) its corporate name or its assumed corporate name;
(b) the period of its duration;
(c) the state or country of its incorporation; or
(d) any of the information required by Subsection 16-17-203(1).
(2) The requirements of Section 16-10a-1503 for obtaining an original application for authority to transact business apply to filing an amended application for authority to transact business under this section.
Amended by Chapter 364, 2008 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 10a - Utah Revised Business Corporation Act › Part 15 - Authority of Foreign Corporation to Transact Business › Section 1505 - Effect of filing an application for authority to transact business.

16-10a-1505.
Effect of filing an application for authority to transact business.
(1) Filing an application for authority to transact business authorizes the foreign corporation to transact business in this state subject, however, to the right of the state to revoke the certificate as provided in this part.
(2) A foreign corporation authorized to transact business in this state has the same rights and privileges as, but no greater rights or privileges than, a domestic corporation of like character. Except as otherwise provided by this chapter, a foreign corporation authorized to transact business in this state is subject to the same duties, restrictions, penalties, and liabilities now or later imposed on a domestic corporation of like character.
(3) This chapter does not authorize this state to regulate the organization or internal affairs of a foreign corporation authorized to transact business in this state.
Enacted by Chapter 277, 1992 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 10a - Utah Revised Business Corporation Act › Part 15 - Authority of Foreign Corporation to Transact Business › Section 1506 - Corporate name and assumed corporate name of foreign corporation.

16-10a-1506.
Corporate name and assumed corporate name of foreign corporation.
(1) Except as provided in Subsection (2), if the corporate name of a foreign corporation does not satisfy the requirements of Section 16-10a-401, which applies to domestic corporations, the foreign corporation, in order to obtain authority to transact business in this state, shall assume for use in this state a name that satisfies the requirements of Section 16-10a-401.
(2) A foreign corporation may obtain authority to transact business in this state with a name that does not meet the requirements of Subsection (1) because it is not distinguishable as required under Subsection 16-10a-401(2), if the foreign corporation delivers to the division for filing either:
(a) a written consent to the foreign corporation's use of the name, given and signed by the other person entitled to the use of the name together with a written undertaking by the other person, in a form satisfactory to the division, to change its name to a name that is distinguishable from the name of the applicant; or
(b) a certified copy of a final judgment of a court of competent jurisdiction establishing the prior right of the foreign corporation to use the requested name in this state.
(3) A foreign corporation may use in this state the name, including the fictitious name, of another domestic or foreign corporation that is used or registered in this state if the other corporation is incorporated or authorized to transact business in this state and the foreign corporation:
(a) has merged with the other corporation; or
(b) has been formed by reorganization of the other corporation.
(4) If a foreign corporation authorized to transact business in this state, whether under its corporate name or an assumed corporate name, changes its corporate name to one that does not satisfy the requirements of Subsections (1) through (3), or the requirements of Section 16-10a-401, it may not transact business in this state under the changed name but shall use an assumed corporate name that does meet the requirements of this section and shall deliver to the division for filing an amended application for authority to transact business pursuant to Section 16-10a-1504.
Amended by Chapter 378, 2010 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 10a - Utah Revised Business Corporation Act › Part 15 - Authority of Foreign Corporation to Transact Business › Section 1510 - Resignation of registered agent of foreign corporation.

16-10a-1510.
Resignation of registered agent of foreign corporation.
(1) The registered agent of a foreign corporation authorized to transact business in this state may resign the agency appointment by delivering to the division for filing a statement of resignation, which shall be signed by the resigning registered agent and accompanied by two exact or conformed copies of the statement of resignation. The statement of resignation may include a statement that the registered office is also discontinued. The statement of resignation filed by the registered agent shall include a declaration that notice of the resignation has been given to the corporation.
(2) After filing the statement of resignation, the division shall deliver one copy of the resignation to the registered office of the foreign corporation and the other copy to its principal office.
(3) The agency appointment terminates, and the registered office discontinues if so provided, on the 31st day after the filing date of the statement of resignation.
Amended by Chapter 378, 2010 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 10a - Utah Revised Business Corporation Act › Part 15 - Authority of Foreign Corporation to Transact Business › Section 1511 - Service on foreign corporation.

16-10a-1511.
Service on foreign corporation.
(1) Except as provided in Subsection (3), the division may serve a foreign corporation by first-class, postage prepaid United States mail.
(2) The registered agent of a foreign corporation authorized to transact business in this state is the foreign corporation's agent for service of process, notice, or demand required or permitted by law to be served on the foreign corporation.
(3)
(a) If a foreign corporation authorized to transact business in this state has no registered agent or if the registered agent cannot with reasonable diligence be served, the foreign corporation may be served by mail that is:
(i) registered or certified;
(ii) return receipt requested; and
(iii) addressed to the foreign corporation at its principal office.
(b) Service is perfected under this Subsection (3) at the earliest of:
(i) the date the foreign corporation receives the process, notice, or demand;
(ii) the date shown on the return receipt, if signed on behalf of the foreign corporation; or
(iii) five days after mailing.
(4) This section does not prescribe the only means, or necessarily the required means, of serving a foreign corporation authorized to transact business in this state.
Amended by Chapter 220, 1999 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 10a - Utah Revised Business Corporation Act › Part 15 - Authority of Foreign Corporation to Transact Business › Section 1521 - Service on withdrawn foreign corporation.

16-10a-1521.
Service on withdrawn foreign corporation.
(1) A foreign corporation that has withdrawn from this state pursuant to Section 16-10a-1520 shall either:
(a) maintain a registered agent in this state to accept service on its behalf in any proceeding based on a cause of action arising during the time it was authorized to transact business in this state, in which case the continued authority of the registered agent shall be specified in the application for withdrawal; or
(b) be considered to have authorized service of process on it in connection with any cause of action by registered or certified mail, return receipt requested, to:
(i) the address of its principal office, if any, set forth in its application for withdrawal or as last changed by notice delivered to the division for filing; or
(ii) the address for service of process that is stated in its application for withdrawal or as last changed by notice delivered to the division for filing.
(2) Service effected pursuant to Subsection (1)(b) is perfected at the earliest of:
(a) the date the withdrawn foreign corporation receives the process, notice, or demand;
(b) the date shown on the return receipt, if signed on behalf of the withdrawn foreign corporation; or
(c) five days after mailing.
(3) Subsection (1) does not prescribe the only means, or necessarily the required means, of serving a withdrawn foreign corporation.
Amended by Chapter 364, 2008 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 10a - Utah Revised Business Corporation Act › Part 15 - Authority of Foreign Corporation to Transact Business › Section 1530 - Grounds for revocation.

16-10a-1530.
Grounds for revocation.
The division may commence a proceeding under Section 16-10a-1531 to revoke the authority of a foreign corporation to transact business in this state if:
(1) the foreign corporation does not deliver its annual report to the division when it is due;
(2) the foreign corporation does not pay when they are due any taxes, fees, or penalties imposed by this chapter or other applicable laws of this state;
(3) the foreign corporation is without a registered agent in this state for 30 days or more;
(4) the foreign corporation does not inform the division by an appropriate filing within 30 days of the change or resignation that its registered agent has changed or that its registered agent has resigned;
(5) an incorporator, director, officer, or agent of the foreign corporation signs a document knowing it is false in any material respect with intent that the document be delivered to the division for filing; or
(6) the division receives a duly authenticated certificate from the lieutenant governor or other official having custody of corporate records in the state or country under whose law the foreign corporation is incorporated stating that the corporation has dissolved or disappeared as the result of a merger.
Amended by Chapter 364, 2008 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 10a - Utah Revised Business Corporation Act › Part 15 - Authority of Foreign Corporation to Transact Business › Section 1531 - Procedure for and effect of revocation.

16-10a-1531.
Procedure for and effect of revocation.
(1) If the division determines that one or more grounds exist under Section 16-10a-1530 for revoking the authority of a foreign corporation to transact business in this state, the division shall mail to the foreign corporation written notice of:
(a) the division's determination that one or more grounds exist for revocation; and
(b) the grounds for revocation.
(2)
(a) If the foreign corporation does not correct each ground for revocation or demonstrate to the reasonable satisfaction of the division that each ground determined by the division does not exist, within 60 days after mailing the notice under Subsection (1), the division shall revoke the foreign corporation's authority to transact business in this state.
(b) If a foreign corporation's authority to transact business in this state is revoked under Subsection (2)(a), the division shall mail to the foreign corporation written notice of:
(i) revocation; and
(ii) the effective date of the revocation.
(c) The division shall mail a copy of the notice to:
(i) the last registered agent of the foreign corporation; or
(ii) if there is no registered agent of record, at least one officer of the corporation.
(3) The authority of a foreign corporation to transact business in this state ceases on the date shown on the division's certificate revoking the corporation's certificate of authority.
(4) Revocation of a foreign corporation's authority to transact business in this state does not terminate the authority of the registered agent of the corporation.
(5) A notice mailed under this section shall be:
(a) mailed first-class, postage prepaid; and
(b) addressed to the most current mailing address appearing on the records of the division for:
(i) the registered agent of the foreign corporation, if the notice is required to be mailed to the registered agent; or
(ii) the officer of the foreign corporation that is mailed the notice, if the notice is required to be mailed to an officer of the foreign corporation.
Amended by Chapter 386, 2009 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 10a - Utah Revised Business Corporation Act › Part 15 - Authority of Foreign Corporation to Transact Business › Section 1532 - Appeal from revocation.

Superseded 7/1/2024
16-10a-1532.
Appeal from revocation.
(1) A foreign corporation may appeal the division's revocation of its authority to transact business in this state to the district court of the county in this state where the last registered or principal office of the corporation was located or in Salt Lake County, within 30 days after the notice of revocation is mailed under Section 16-10a-1531. The foreign corporation appeals by petitioning the court to set aside the revocation and attaching to the petition copies of the corporation's application for authority to transact business, and any amended applications, each as filed with the division, and the division's notice of revocation.
(2) The court may summarily order the division to reinstate the authority of the foreign corporation to transact business in this state or it may take any other action it considers appropriate.
(3) The court's final decision may be appealed as in other civil proceedings.
Amended by Chapter 131, 2000 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 10a - Utah Revised Business Corporation Act › Part 15 - Authority of Foreign Corporation to Transact Business › Section 1532 - Appeal from revocation.

Effective 7/1/2024
16-10a-1532.
Appeal from revocation.
(1) If the division revokes a foreign corporation's authority to transact business in this state, the foreign corporation may petition a court with jurisdiction under Title 78A, Judiciary and Judicial Administration, to set aside the revocation.
(2) A foreign corporation shall file a petition under Subsection (1) within 30 days after the day on which the division gives notice of the revocation under Section 16-10a-1531.
(3) The petition under Subsection (1) shall include a copy of the foreign corporation's application for authority to transact business, any amended applications for authority to transact business, and the division's notice of revocation.
(4) If a petition is filed under Subsection (1), the court may summarily order the division to reinstate the authority of the foreign corporation to transact business in this state or the court may take any other action the court considers appropriate.
(5) The court's final decision is appealable as in other civil proceedings.
Amended by Chapter 401, 2023 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 10a - Utah Revised Business Corporation Act › Part 15 - Authority of Foreign Corporation to Transact Business › Section 1533.5 - Transfer to another state.

16-10a-1533.5.
Transfer to another state.
(1) A domestic corporation may transfer to or domesticate in a jurisdiction other than this state if:
(a) that jurisdiction permits the transfer to or domestication of the corporation in the jurisdiction; and
(b) the transfer is approved by the shareholders as provided in the corporation's bylaws or, if the bylaws do not so provide, by all of the shareholders.
(2)
(a) A domestic corporation transfers to or domesticates in a jurisdiction other than this state by delivering to the division for filing articles of transfer meeting the requirements of Subsection (2)(b).
(b) Articles of transfer shall state:
(i) the name of the corporation;
(ii) the date of filing of the corporation's original articles of incorporation with the division;
(iii) the jurisdiction to which the corporation is to be transferred or in which it is to be domesticated;
(iv) the future effective date, which shall be a date certain, of the transfer or domestication if it is not to be effective upon the filing of the articles of transfer;
(v) that the transfer or domestication has been approved by the shareholders;
(vi) that the existence of the corporation as a domestic corporation of this state shall cease when the articles of transfer become effective;
(vii) the agreement of the corporation that it may be served with process in this state in any proceeding for enforcement of any obligation of the corporation arising while it was a corporation under the laws of this state; and
(viii) if the corporation does not apply for authority to transact business in this state as a foreign corporation pursuant to Section 16-10a-1503, the address to which a copy of service of process may be made under Subsection (2)(b)(vii).
(3) When the articles of transfer are filed with the division, or upon the future, delayed effective date of the articles of transfer, and after payment to the division of the fees prescribed under this chapter, the corporation shall cease to exist as a domestic corporation of this state. Thereafter, a certificate of the division as to the transfer is prima facie evidence of the transfer or domestication by the corporation out of this state.
(4) Transfer or domestication of a corporation out of this state in accordance with this section and the resulting cessation of its existence as a domestic corporation of this state may not be considered to affect:
(a) an obligation or liability of the corporation incurred before the transfer or domestication or the personal liability of any person incurred before the transfer or domestication, including, any taxes owing to this state; or
(b) the choice of law applicable to the corporation with respect to matters arising before the transfer or domestication.
Enacted by Chapter 184, 2012 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 10a - Utah Revised Business Corporation Act › Part 16 - Records, Information, and Reports › Section 1601 - Corporate records.

16-10a-1601.
Corporate records.
(1) A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, and a record of all actions taken on behalf of the corporation by a committee of the board of directors in place of the board of directors, and a record of all waivers of notices of meetings of shareholders, meetings of the board of directors, or any meetings of committees of the board of directors.
(2) A corporation shall maintain appropriate accounting records.
(3) A corporation or its agent shall maintain a record of the names and addresses of its shareholders, in a form that permits preparation of a list of shareholders:
(a) that is arranged by voting group and within each voting group by class or series of shares;
(b) that is in alphabetical order within each class or series; and
(c) that shows the address of and the number of shares of each class and series held by each shareholder.
(4) A corporation shall maintain its records in written form or in any form capable of conversion into written form within a reasonable time.
(5) A corporation shall keep a copy of the following records at its principal office:
(a) its articles of incorporation currently in effect;
(b) its bylaws currently in effect;
(c) the minutes of all shareholders' meetings, and records of all action taken by shareholders without a meeting, for the past three years;
(d) all written communications within the past three years to shareholders as a group or to the holders of any class or series of shares as a group;
(e) a list of the names and business addresses of its current officers and directors;
(f) its most recent annual report delivered to the division under Section 16-10a-1607; and
(g) all financial statements prepared for periods ending during the last three years that a shareholder could request under Section 16-10a-1605.
Enacted by Chapter 277, 1992 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 10a - Utah Revised Business Corporation Act › Part 16 - Records, Information, and Reports › Section 1602 - Inspection of records by shareholders and directors.

16-10a-1602.
Inspection of records by shareholders and directors.
(1) A shareholder or director of a corporation is entitled to inspect and copy, during regular business hours at the corporation's principal office, any of the records of the corporation described in Subsection 16-10a-1601(5) if he gives the corporation written notice of the demand at least five business days before the date on which he wishes to inspect and copy.
(2) In addition to the rights set forth in Subsection (1), a shareholder or director of a corporation is entitled to inspect and copy, during regular business hours at a reasonable location specified by the corporation, any of the following records of the corporation if the shareholder or director meets the requirements of Subsection (3) and gives the corporation written notice of the demand at least five business days before the date on which he wishes to inspect and copy:
(a) excerpts from:
(i) minutes of any meeting, records of any action taken by the board of directors, or by a committee of the board of directors while acting on behalf of the corporation in place of the board of directors;
(ii) minutes of any meeting of the shareholders;
(iii) records of any action taken by the shareholders without a meeting; and
(iv) waivers of notices of any meeting of the shareholders, of any meeting of the board of directors, or of any meeting of a committee of the board of directors;
(b) accounting records of the corporation; and
(c) the record of shareholders described in Subsection 16-10a-1601(3).
(3) A shareholder or director is entitled to inspect and copy records as described in Subsection (2) only if:
(a) the demand is made in good faith and for a proper purpose;
(b) the shareholder or director describes with reasonable particularity his purpose and the records he desires to inspect; and
(c) the records are directly connected with his purpose.
(4) For purposes of this section:
(a) "proper purpose" means a purpose reasonably related to the demanding shareholder's or director's interest as a shareholder or director; and
(b) "shareholder" includes a beneficial owner whose shares are held in a voting trust and any other beneficial owner who establishes beneficial ownership.
(5) The right of inspection granted by this section may not be abolished by a corporation's articles of incorporation or bylaws.
(6) This section does not affect:
(a) the right of a shareholder or director to inspect records under Section 16-10a-720 or, if the shareholder or director is in litigation with the corporation, to the same extent as any other litigant; or
(b) the power of a court, independent of this chapter, to compel the production of corporate records for examination.
(7) A shareholder or director may not use any information obtained through the inspection or copying of records permitted by Subsection (2) for any purposes other than those set forth in a demand made under Subsection (3).
Enacted by Chapter 277, 1992 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 10a - Utah Revised Business Corporation Act › Part 16 - Records, Information, and Reports › Section 1603 - Scope of inspection right.

16-10a-1603.
Scope of inspection right.
(1) A shareholder's or director's agent or attorney has the same inspection and copying rights as the shareholder or director represented by the agent or attorney.
(2) The right to copy records under Section 16-10a-1602 includes, if reasonable, the right to receive copies made by photographic, xerographic, or other means.
(3) Except as provided in Section 16-10a-1606, the corporation may impose a reasonable charge, payable in advance, covering the costs of labor and material, for copies of any documents to be provided to the shareholder or director. The charge may not exceed the estimated cost of production or reproduction of the records.
(4) The corporation may comply with a shareholder's or director's demand to inspect the record of shareholders under Subsection 16-10a-1602(2)(c) by providing him with a list of the corporation's shareholders that complies with Subsection 16-10a-1601(3) and was compiled no earlier than the date of the shareholder's or director's demand.
Enacted by Chapter 277, 1992 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 10a - Utah Revised Business Corporation Act › Part 16 - Records, Information, and Reports › Section 1604 - Court-ordered inspection.

Superseded 7/1/2024
16-10a-1604.
Court-ordered inspection.
(1) If a corporation does not allow a shareholder or director, or the shareholder's or director's agent or attorney, who complies with Subsection 16-10a-1602(1) to inspect or copy any records required by that subsection to be available for inspection, the district court of the county in this state in which the corporation's principal office is located, or in Salt Lake County if it has no principal office in this state, may summarily order inspection and copying of the records demanded at the corporation's expense, on application of the shareholder or director denied access to the records.
(2) If a corporation does not within a reasonable time allow a shareholder or director, or the shareholder's or director's agent or attorney, who complies with Subsections 16-10a-1602(2) and (3), to inspect and copy any records which he is entitled to inspect or copy by this part, then upon application of the shareholder or director denied access to the records, the district court of the county in this state where the corporation's principal office is located or, if it has no principal office in this state, the district court for Salt Lake County, may summarily order the inspection or copying of the records demanded. The court shall dispose of an application under this subsection on an expedited basis.
(3) If a court orders inspection or copying of records demanded, it shall also order the corporation to pay the shareholder's or director's costs incurred to obtain the order, including reasonable counsel fees, unless the corporation proves that it refused inspection in good faith because it had a reasonable basis for doubt about the right of the shareholder or director, or the shareholder's or director's agent or attorney, to inspect the records demanded.
(4) If a court orders inspection or copying of records demanded, it may:
(a) impose reasonable restrictions on the use or distribution of the records by the demanding shareholder or director;
(b) order the corporation to pay the shareholder or director for any damages incurred as a result of the corporation's denial if the court determines that the corporation did not act in good faith in refusing to allow the inspection or copying;
(c) if inspection or copying is ordered pursuant to Subsection (2), order the corporation to pay the expenses of inspection and copying if the court determines that the corporation did not act in good faith in refusing to allow the inspection or copying; and
(d) grant the shareholder or director any other available legal remedy.
Amended by Chapter 364, 2008 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 10a - Utah Revised Business Corporation Act › Part 16 - Records, Information, and Reports › Section 1604 - Court-ordered inspection.

Effective 7/1/2024
16-10a-1604.
Court-ordered inspection.
(1)
(a) If a corporation does not allow a shareholder or director, or the shareholder's or director's agent or attorney, who complies with Subsection 16-10a-1602(1) to inspect or copy any records required by that subsection to be available for inspection, the shareholder or director may petition a court with jurisdiction under Title 78A, Judiciary and Judicial Administration.
(b) If a petition is filed under Subsection (1)(a), a court may summarily order inspection and copying of the records demanded at the corporation's expense.
(2)
(a) If a corporation does not within a reasonable time allow a shareholder or director, or the shareholder's or director's agent or attorney, who complies with Subsections 16-10a-1602(2) and (3), to inspect and copy any records which the shareholder or director is entitled to inspect or copy by this part, the shareholder or director may petition a court with jurisdiction under Title 78A, Judiciary and Judicial Administration.
(b) If a petition is filed under Subsection (2)(a), the court may summarily order the inspection or copying of the records demanded.
(c) The court shall dispose of a petition under this subsection on an expedited basis.
(3) If a court orders inspection or copying of records demanded, the court shall also order the corporation to pay the shareholder's or director's costs incurred to obtain the order, including reasonable counsel fees, unless the corporation proves that it refused inspection in good faith because it had a reasonable basis for doubt about the right of the shareholder or director, or the shareholder's or director's agent or attorney, to inspect the records demanded.
(4) If a court orders inspection or copying of records demanded, the court may:
(a) impose reasonable restrictions on the use or distribution of the records by the demanding shareholder or director;
(b) order the corporation to pay the shareholder or director for any damages incurred as a result of the corporation's denial if the court determines that the corporation did not act in good faith in refusing to allow the inspection or copying;
(c) if inspection or copying is ordered pursuant to Subsection (2), order the corporation to pay the expenses of inspection and copying if the court determines that the corporation did not act in good faith in refusing to allow the inspection or copying; and
(d) grant the shareholder or director any other available legal remedy.
Amended by Chapter 401, 2023 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 10a - Utah Revised Business Corporation Act › Part 16 - Records, Information, and Reports › Section 1605 - Financial statements.

16-10a-1605.
Financial statements.
Upon the written request of any shareholder, a corporation shall mail to him its most recent annual or quarterly financial statements showing in reasonable detail its assets and liabilities and the results of its operations.
Enacted by Chapter 277, 1992 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 10a - Utah Revised Business Corporation Act › Part 16 - Records, Information, and Reports › Section 1606 - Information respecting shares.

16-10a-1606.
Information respecting shares.
Upon the written request of any shareholder, a corporation at its own expense shall mail to him the information specified by Subsection 16-10a-625(3), whether or not the information is also contained or summarized on any share certificate of the shareholder. The corporation may comply with this section by mailing articles of incorporation including the designations, preferences, limitations, and relative rights applicable to each class and series of shares and the authority of the board of directors to determine variations for any existing or future class or series.
Enacted by Chapter 277, 1992 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 10a - Utah Revised Business Corporation Act › Part 16 - Records, Information, and Reports › Section 1607 - Annual report for division.

16-10a-1607.
Annual report for division.
(1) Each domestic corporation, and each foreign corporation authorized to transact business in this state, shall deliver to the division for filing an annual report on a form provided by the division that sets forth:
(a) the corporate name of the domestic or foreign corporation and any assumed corporate name of the foreign corporation;
(b) the jurisdiction under whose law it is incorporated;
(c) the information required by Subsection 16-17-203(1);
(d) the street address of its principal office, wherever located; and
(e) the names of its principal officers.
(2) The division shall deliver a copy of the prescribed form of annual report to each domestic corporation and each foreign corporation authorized to transact business in this state.
(3) Information in the annual report shall be current as of the date the annual report is executed on behalf of the corporation.
(4) The annual report of a domestic or foreign corporation shall be delivered annually to the division no later than the end of the second calendar month following the calendar month in which the report form is mailed by the division. Proof to the satisfaction of the division that the corporation has mailed an annual report form is considered in compliance with this subsection.
(5) If an annual report contains the information required by this section, the division shall file it. If a report does not contain the information required by this section, the division shall promptly notify the reporting domestic or foreign corporation in writing and return the report to it for correction. If the report was otherwise timely filed and is corrected to contain the information required by this section and delivered to the division within 30 days after the effective date of the notice of rejection, the annual report is considered to be timely filed.
(6) The fact that an individual's name is signed on an annual report form is prima facie evidence for division purposes that the individual is authorized to certify the report on behalf of the corporation.
(7) The annual report form provided by the division may be designed to provide a simplified certification by the corporation if no changes have been made in the required information from the last preceding report filed.
(8) A domestic or foreign corporation may, but may not be required to, deliver to the division for filing an amendment to its annual report reflecting any change in the information contained in its annual report as last amended.
Amended by Chapter 378, 2010 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 10a - Utah Revised Business Corporation Act › Part 16 - Records, Information, and Reports › Section 1608 - Statement of person named as director or officer.

16-10a-1608.
Statement of person named as director or officer.
(1) Any person named as a director or officer of a domestic or foreign corporation in an annual report or other document on file with the division may, if he does not hold the named position, deliver to the division for filing a statement setting forth:
(a) his name;
(b) the domestic or foreign corporation's name;
(c) information sufficient to identify the report or other document in which he is named as a director or officer; and
(d) the date on which he ceased to be a director or officer of the domestic or foreign corporation, or a statement that he did not hold the position for which he was named in the corporate report or other document.
Enacted by Chapter 277, 1992 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 10a - Utah Revised Business Corporation Act › Part 17 - Transitional Provisions › Section 1701 - Application to existing domestic corporations.

16-10a-1701.
Application to existing domestic corporations.
Except as otherwise provided in Section 16-10a-1704, this chapter applies to all domestic corporations in existence on July 1, 1992, that were incorporated under any general statute of this state providing for incorporation of corporations for profit, and to actions taken by the directors, officers, and shareholders of such corporations after July 1, 1992.
Enacted by Chapter 277, 1992 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 10a - Utah Revised Business Corporation Act › Part 17 - Transitional Provisions › Section 1702 - Application to foreign corporations.

16-10a-1702.
Application to foreign corporations.
A foreign corporation authorized to transact business in this state on July 1, 1992, is subject to this chapter, but is not required to obtain a new certificate of authority to transact business under this chapter.
Enacted by Chapter 277, 1992 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 10a - Utah Revised Business Corporation Act › Part 17 - Transitional Provisions › Section 1703 - Publication.

16-10a-1703.
Publication.
(1) The division shall annually publish copies of this chapter, together with applicable annotations and commentary, for sale and distribution to the public.
(2) The division may charge a reasonable amount for copies of the chapter sold or distributed.
(3) The proceeds from all sales and distributions shall be deposited into the Commerce Service Account created by Section 13-1-2, and may be appropriated to the division for use in defraying past or future production, publication, republication, or distribution costs.
Amended by Chapter 278, 2010 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 10a - Utah Revised Business Corporation Act › Part 17 - Transitional Provisions › Section 1704 - Saving provisions.

16-10a-1704.
Saving provisions.
(1) Except as provided in Subsection (2), the repeal of any statute by this act does not affect:
(a) the operation of the statute or any action taken under it before its repeal;
(b) any ratification, right, remedy, privilege, obligation, or liability acquired, accrued, or incurred under the statute before its repeal;
(c) any violation of the statute, or any penalty, forfeiture, or punishment incurred because of the violation of the statute before its repeal; or
(d) any proceeding, reorganization, or dissolution commenced under the statute before its repeal, and any proceeding, reorganization, or dissolution may be completed in accordance with the repealed statute as if the statute had not been repealed.
(2) If a penalty or punishment imposed for violation of a statute repealed by this act is reduced by this act, the penalty or punishment if not already imposed shall be imposed in accordance with this act.
(3) The provisions of Subsection 16-10a-630(1) may not operate to deny preemptive rights to shareholders who, immediately prior to July 1, 1992, were entitled to preemptive rights by reason of the failure of the articles of incorporation of the corporation of which they are shareholders to deny preemptive rights, and the corporation shall be treated for all purposes as if its articles of incorporation included the statement "the corporation elects to have preemptive rights," until the date a resolution providing otherwise is approved by the same percentage of shareholders of each voting group as would be required to include the resolution in an amendment to the corporation's articles of incorporation. Any preemptive rights existing by virtue of Subsection (3) are subject to the terms and provisions of Subsection 16-10a-630(2).
(4) The provisions of Section 16-10a-704 may not operate to permit a corporation in existence prior to July 1, 1992, to take action by the written consent of fewer than all of the shareholders entitled to vote with respect to the subject matter of the action, until the date a resolution providing otherwise is approved either:
(a) by a consent in writing, setting forth the proposed resolution, signed by all of the shareholders entitled to vote with respect to the subject matter of the resolution; or
(b) at a duly convened meeting of shareholders, by the vote of the same percentage of shareholders of each voting group as would be required to include the resolution in an amendment to the corporation's articles of incorporation.
Enacted by Chapter 277, 1992 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 10a - Utah Revised Business Corporation Act › Part 17 - Transitional Provisions › Section 1705 - Severability clause.

16-10a-1705.
Severability clause.
If any provision of this act, or the application of any provision to any person or circumstance, is held invalid, the remainder of this act is given effect without the invalid provision or application.
Enacted by Chapter 277, 1992 General Session