To be entitled to filing by the division, a document shall satisfy the requirements of:
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board of directors: means the body authorized to manage the affairs of a domestic or foreign nonprofit corporation. See Utah Code 16-6a-102
Corporate name: means :
(a)
the name of a domestic corporation as stated in the domestic corporation's articles of incorporation;
(b)
the name of a domestic nonprofit corporation as stated in the domestic nonprofit corporation's articles of incorporation;
(c)
the name of a foreign corporation as stated in the foreign corporation's:
(i)
articles of incorporation; or
(ii)
document of similar import to articles of incorporation; or
(d)
the name of a foreign nonprofit corporation as stated in the foreign nonprofit corporation's:
(i)
articles of incorporation; or
(ii)
document of similar import to articles of incorporation. See Utah Code 16-6a-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 16-6a-102
Entity: includes :
(a)
a domestic or foreign corporation;
(b)
a domestic or foreign 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 16-6a-818(3) for:
(a)
the preparation and maintenance of:
(i)
minutes of the meetings of:
(A)
the board of directors; or
(B)
the members; and
(ii)
the other records and information required to be kept by the nonprofit corporation pursuant to Section 16-6a-1601; and
(b)
authenticating records of the nonprofit corporation. See Utah Code 16-6a-102
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.
any other section of this chapter that adds to or varies the requirements of this section.
(2)
This chapter shall require or permit filing the document with the division.
(3)
(a)
A document shall contain the information required by this chapter.
(b)
In addition to the document information required by this chapter, a document may contain other information.
(4)
A document shall be:
(a)
typewritten; or
(b)
machine printed.
(5)
(a)
A document shall be in the English language.
(b)
A corporate name need not be in English if written in:
(i)
English letters; or
(ii)
Arabic or Roman numerals.
(c)
Notwithstanding Subsection (5)(a), a certificate of existence required of a foreign nonprofit corporation need not be in English if accompanied by a reasonably authenticated English translation.
(6)
(a)
A document shall be:
(i)
executed by a person in Subsection (6)(b); or
(ii)
a true copy made by photographic, xerographic, electronic, or other process that provides similar copy accuracy of a document that has been executed by a person listed in Subsection (6)(b).
(b)
A document shall be executed by:
(i)
the chair of the board of directors of a domestic or foreign nonprofit corporation;
(ii)
all of the directors of a domestic or foreign nonprofit corporation;
(iii)
an officer of the domestic or foreign nonprofit corporation;
(iv)
if directors have not been selected or the domestic or foreign nonprofit corporation has not been formed, an incorporator;
(v)
if the domestic or foreign nonprofit corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, that receiver, trustee, or court-appointed fiduciary;
(vi)
if the document is that of a registered agent:
(A)
the registered agent, if the person is an individual; or
(B)
a person authorized by the registered agent to execute the document, if the registered agent is an entity; or
(vii)
an attorney in fact if a nonprofit corporation retains the power of attorney with the nonprofit corporation’s records.
(7)
A document shall state beneath or opposite the signature of the person executing the document:
(a)
the signer’s name; and
(b)
the capacity in which the document is signed.
(8)
A document may 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 a 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:
(a)
the document is:
(i)
the person’s act and deed; or
(ii)
the act and deed of the entity on behalf of which the document is executed; and
(b)
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 16-6a-106, a document shall be:
(a)
in or on the prescribed form; or
(b)
have the required cover sheet.
(11)
A document shall be:
(a)
delivered to the division for filing; and
(b)
accompanied by:
(i)
one exact or conformed copy, except as provided in Section 16-6a-1510;
(ii)
the correct filing fee; and
(iii)
any franchise tax, license fee, or penalty required by this chapter or other law.
(12)
Except with respect to a filing pursuant to Section 16-6a-1510, a 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.
