Utah Code 16-6a-1105. Merger with foreign nonprofit corporation

(1)

One or more domestic nonprofit corporations may merge with one or more foreign nonprofit corporations if:

Need help reviewing 501c forms?
Have it reviewed by a lawyer, get answers to your questions and move forward with confidence.
Connect with a lawyer now

Terms Used In Utah Code 16-6a-1105

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 16-6a-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.

domestic nonprofit corporation: means an entity that:

(a)	is not a foreign nonprofit corporation; and

(b)

is incorporated under or subject to this chapter. See Utah Code 16-6a-102

Foreign nonprofit corporation: means an entity:

(a)	incorporated under a law other than the laws of this state; and

(b)

that would be a nonprofit corporation if formed under the laws of this state. See Utah Code 16-6a-102

mailing: includes registered or certified mail for which the proper fee is paid. See Utah Code 16-6a-102

Notice: means the same as that term is defined in Section 16-6a-103. See Utah Code 16-6a-102

Principal office: means :

(a)

the office, in or out of this state, designated by a domestic or foreign nonprofit corporation as its principal office in the most recent document on file with the division providing that information, including:

(i)	an annual report;

(ii)	an application for a certificate of authority; or

(iii)

a notice of change of principal office; or

(b)

if no principal office can be determined, a domestic or foreign nonprofit corporation's registered office. See Utah Code 16-6a-102

Proceeding: includes :

(a)	a civil suit;

(b)	arbitration;

(c)	mediation;

(d)	a criminal action;

(e)	an administrative action; or

(f)	an investigatory action. See Utah Code 16-6a-102 Process: means a writ or summons issued in the course of a judicial proceeding. 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
(a)	the merger is permitted by the law of the state or country under whose law each foreign nonprofit corporation is incorporated;

(b)	each foreign nonprofit corporation complies with the provisions of the law described in Subsection (1)(a) in effecting the merger;

(c)

if the foreign nonprofit corporation is the surviving nonprofit corporation of the merger, the foreign nonprofit corporation:

(i)	complies with Section 16-6a-1103; and

(ii)	in addition to the information required by Section 16-6a-1103, provides the address of its principal office; and

(d)

each domestic nonprofit corporation complies with:

(i)	the applicable provisions of Sections 16-6a-1101 and 16-6a-1102; and

(ii)	if it is the surviving nonprofit corporation of the merger, with Section 16-6a-1103.

(2)	Upon the merger taking effect, a surviving foreign nonprofit corporation of a merger may be served with process in any proceeding brought against it as provided in Section 16-17-301.

(3)

Service effected pursuant to Subsection (2) is perfected at the earliest of:

(a)	the date the foreign nonprofit corporation receives the process, notice, or demand;

(b)	the date shown on the return receipt, if signed on behalf of the foreign nonprofit corporation; or

(c)	five days after mailing.

(4)	Subsection (2) does not prescribe the only means, or necessarily the required means, of serving a surviving foreign nonprofit corporation of a merger.

Amended by Chapter 364, 2008 General Session

Previous section

Next section

Part 11 Contents