Superseded 7/1/2023)

16-10a-1520.  Withdrawal of foreign corporation.

(1)  A foreign corporation authorized to transact business in this state may not withdraw from this state until its application for withdrawal has been filed by the division.

Terms Used In Utah Code 16-10a-1520

  • Address: includes :
(i) a post office box number;
(ii) a rural free delivery route number; and
(iii) a street name and number. See Utah Code 16-10a-102
  • Corporate name: means :
    (a) the name of a domestic corporation or a domestic nonprofit corporation as stated in its articles of incorporation; or
    (b) the name of a foreign corporation or a foreign nonprofit corporation as stated in its articles of incorporation or document of similar import. See Utah Code 16-10a-102
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Division: means the Division of Corporations and Commercial Code. See Utah Code 16-10a-102
  • Foreign corporation: means a corporation for profit incorporated under a law other than the law of this state. See Utah Code 16-10a-102
  • Principal office: means the office, in or out of this state, designated by a domestic or foreign corporation as its principal office in the most recent document on file with the division providing the information, including:
    (a) an annual report;
    (b) an application for a certificate of authority; or
    (c) a notice of change of principal office. See Utah Code 16-10a-102
  • Proceeding: includes :
    (a) a civil suit;
    (b) arbitration or mediation; and
    (c) a criminal, administrative, or investigatory action. See Utah Code 16-10a-102
  • Service of process: The service of writs or summonses to the appropriate party.
  • State: when applied to the different parts of the United States, includes a state, district, or territory of the United States. See Utah Code 68-3-12.5
  • (2)  A foreign corporation authorized to transact business in this state may apply for withdrawal by delivering to the division for filing an application for withdrawal 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)  the address of its principal office, or if none is to be maintained, a statement that the corporation will not maintain a principal office, and if different from the address of the principal office or if no principal office is to be maintained, the address to which service of process may be mailed pursuant to Section 16-10a-1521;

    (d)  that the corporation is not transacting business in this state and that it surrenders its authority to transact business in this state;

    (e)  whether its registered agent will continue to be authorized 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; and

    (f)  any additional information that the division determines is necessary or appropriate to determine whether the corporation is entitled to withdraw, and to determine and assess any unpaid taxes, fees, and penalties payable by it as prescribed by this chapter.

    (3)  A foreign corporation’s application for withdrawal may not be filed by the division until all outstanding fees and state tax obligations have been paid and the division has received a tax clearance certificate from the State Tax Commission.

    Enacted by Chapter 277, 1992 General Session