A document shall satisfy the requirements of this section, and of any other section of this chapter that adds to or varies these requirements, to be entitled to filing 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.
Deed: The legal instrument used to transfer title in real property from one person to another.
Division: means the Division of Corporations and Commercial Code. See Utah Code 16-10a-102
Entity: includes :
(a)
a domestic and foreign corporation;
(b)
a nonprofit corporation;
(c)
a limited liability company;
(d)
a profit or nonprofit unincorporated association;
(e)
a business trust;
(f)
an estate;
(g)
a partnership;
(h)
a trust;
(i)
two or more persons having a joint or common economic interest;
Power of attorney: A written instrument which authorizes one person to act as another's agent or attorney. The power of attorney may be for a definite, specific act, or it may be general in nature. The terms of the written power of attorney may specify when it will expire. If not, the power of attorney usually expires when the person granting it dies. Source: OCC
Process: means a writ or summons issued in the course of a judicial proceeding. See Utah Code 68-3-12.5
Secretary: means the corporate officer to whom the bylaws or the board of directors delegates responsibility under Subsection 16-10a-830(3) for:
(a)
the preparation and maintenance of:
(i)
minutes of the meetings of the board of directors and of the shareholders; and
(ii)
the other records and information required to be kept by the corporation by Section 16-10a-830; and
Signature: includes a name, mark, or sign written with the intent to authenticate an instrument or writing. See Utah Code 68-3-12.5
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
Trustee: A person or institution holding and administering property in trust.
This chapter must require or permit filing the document with the division.
(3)
(a)
The document shall contain the information required by this chapter.
(b)
A document may contain information in addition to that required in Subsection (3)(a).
(4)
The document shall be typewritten or machine printed.
(5)
(a)
The document shall be in the English language.
(b)
A corporate name need not be in English if written in English letters, Arabic or Roman numerals.
(c)
The certificate of existence required of foreign corporations need not be in English if accompanied by a reasonably authenticated English translation.
(6)
The document shall be executed, or shall be a true copy made by photographic, xerographic, electronic, or other process that provides similar copy accuracy of a document that has been executed:
(a)
by the chairman of the board of directors of a domestic or foreign corporation, by all of its directors, or by one of its officers;
(b)
if directors have not been selected or the corporation has not been formed, by an incorporator;
(c)
if the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary;
(d)
if the document is that of a registered agent, by the registered agent, if the person is an individual, or by a person authorized by the registered agent to execute the document, if the registered agent is an entity; or
(e)
by an attorney in fact if the corporation retains the power of attorney with the corporation’s records.
(7)
The document shall state beneath or opposite the signature of the person executing the document the signer’s name and the capacity in which the document is signed.
(8)
The document may, but need not, contain:
(a)
the corporate seal;
(b)
an attestation by the secretary or an assistant secretary; or
(c)
an acknowledgment, verification, or proof.
(9)
The signature of each person signing the document, whether or not the document contains an acknowledgment, verification, or proof permitted by Subsection (8), constitutes the affirmation or acknowledgment of the person, under penalties of perjury, that the document is the person’s act and deed or the act and deed of the entity on behalf of which the document is executed, and that the facts stated in the document are true.
(10)
If the division has prescribed a mandatory form or cover sheet for the document under Section 16-10a-121, the document shall be in or on the prescribed form or shall have the required cover sheet.
(11)
The document shall be delivered to the division for filing and shall be accompanied by one exact or conformed copy, except as provided in Section 16-10a-1510, the correct filing fee, and any franchise tax, license fee, or penalty required by this chapter or other law.
(12)
Except with respect to a filing pursuant to Section 16-10a-1510, the document shall state, or be accompanied by a writing stating, the address to which the division may send a copy upon completion of the filing.
