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.
Deliver: includes delivery by mail or another means of transmission authorized by Section 16-10a-103, except that delivery to the division means actual receipt by the division. See Utah Code 16-10a-102
electronically transmitted: means a process of communication not directly involving the physical transfer of paper that is suitable for the receipt, retention, retrieval, and reproduction of information by the recipient, whether by e-mail, facsimile, or otherwise. 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:
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
Notice given under this chapter shall be in writing unless oral notice is reasonable under the circumstances.
(b)
Notice by electronic transmission is written notice.
(2)
(a)
Subject to compliance with any requirement that notice be in writing, notice may be communicated in person, by telephone, by any form of electronic transmission, or by mail or private carrier.
(b)
If the forms of personal notice listed in Subsection (2)(a) are impracticable, notice may be communicated:
(i)
(A)
by a newspaper of general circulation in the county, or similar subdivision, in which the corporation‘s principal office is located; and
(B)
by publication in accordance with Section 45-1-101;
(ii)
by radio, television, or other form of public broadcast communication in the county or subdivision; or
(iii)
if the corporation has no office in this state, in the manner allowed by Subsection (2)(b)(i) or (ii) but in Salt Lake County.
(3)
(a)
Written notice by a domestic or foreign corporation to its shareholders or directors, if in a comprehensible form, is effective as to each shareholder or director:
(i)
when mailed, if addressed to the shareholder’s or director’s address shown in the corporation’s current record of the shareholder or director; or
(ii)
when electronically transmitted to the shareholder or director, in a manner and to an address provided by the shareholder or director in an unrevoked consent.
(b)
Consent under Subsection (3)(a)(ii) is considered revoked if:
(i)
the corporation is unable to deliver by electronic transmission two consecutive notices transmitted by the corporation based on that consent; and
(ii)
the corporation’s inability to deliver notice by electronic transmission under Subsection (3)(b)(i) is known by the:
(A)
corporation’s secretary;
(B)
an assistant secretary or transfer agent of the corporation; or
(C)
any other person responsible for providing notice.
(c)
Notwithstanding Subsection (3)(b), a corporation’s failure to treat consent under Subsection (3)(a) as revoked does not invalidate any meeting or other act.
(d)
Delivery of a notice to shareholders may be excused in accordance with Subsection 16-10a-705(5).
(4)
Written notice to a domestic or foreign corporation authorized to transact business in this state may be addressed to the corporation’s:
(a)
registered agent; or
(b)
secretary at its principal office.
(5)
Except as provided in Subsection (3), written notice, if in a comprehensible form, is effective at the earliest of the following:
(a)
when received;
(b)
five days after it is mailed; or
(c)
on the date shown on the return receipt if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee.
(6)
Oral notice is effective when communicated if communicated in a comprehensible manner.
(7)
Notice by publication is effective on the date of first publication.
(8)
(a)
If this chapter prescribes notice requirements for particular circumstances, those requirements govern.
(b)
If articles of incorporation or bylaws prescribe notice requirements, not inconsistent with this section or other provisions of this chapter, those requirements govern.
