A foreign corporation authorized to transact business in this state may not withdraw from this state until the foreign corporation’s application for withdrawal has been filed by the division.
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:
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 that states:
(a)
the foreign corporation’s corporate name and assumed name, if any;
(b)
the name of the state or country under whose law the foreign corporation is incorporated;
(c)
the address of the foreign corporation’s 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 the foreign corporation surrenders the foreign corporation’s authority to transact business in this state;
(e)
whether the foreign corporation’s registered agent will continue to be authorized to accept service on the foreign corporation’s behalf in any proceeding based on a cause of action arising during the time the foreign corporation was authorized to transact business in this state;
(f)
the federal employer identification number of the foreign corporation; and
(g)
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 the foreign corporation as prescribed by this chapter.
(3)
(a)
After receiving a foreign corporation’s application for withdrawal, the division shall:
(i)
provide the State Tax Commission with the foreign corporation’s federal employer identification number; and
(ii)
request that the State Tax Commission certify that the foreign corporation is in good standing.
(b)
The State Tax Commission shall certify that a foreign corporation is in good standing if the foreign corporation has paid all taxes, fees, and penalties the foreign corporation owed to the State Tax Commission.
(c)
If a foreign corporation is not in good standing as described in Subsection (3)(b), the State Tax Commission shall:
(i)
notify the division, stating that the foreign corporation is not in good standing; and
(ii)
notify the foreign corporation, explaining in detail why the foreign corporation is not in good standing.
(4)
(a)
The division shall approve a foreign corporation’s application for withdrawal if:
(i)
the division determines that the application for withdrawal contains the information required under Subsection (2);
(ii)
the division determines the information in the application is correct; and
(iii)
the State Tax Commission certifies that the foreign corporation is in good standing as described in Subsection (3)(b).
(b)
The division shall mail written notice of the withdrawal stating the effective date of the withdrawal to the foreign corporation.
