Utah Code 16-6a-1506. Corporate name and assumed corporate name of foreign nonprofit corporation

(1)

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Terms Used In Utah Code 16-6a-1506

Assumed corporate name: means a name assumed for use in this state:

(a)

by a:

(i)	foreign corporation pursuant to Section 16-10a-1506; or

(ii)	a foreign nonprofit corporation pursuant to Section 16-6a-1506; and

(b)

because the corporate name of the foreign corporation described in Subsection (4)(a) is not available for use in this state. 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.

Deliver: includes delivery by mail or another means of transmission authorized by Section 16-6a-103, except that delivery to the division means actual receipt by the division. See Utah Code 16-6a-102

Division: means the Division of Corporations and Commercial Code. See Utah Code 16-6a-102

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

Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.

Person: means an:

(a)	individual; or

(b)	entity. See Utah Code 16-6a-102 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)	Except as provided in Subsection (2), if the corporate name of a foreign nonprofit corporation does not satisfy the requirements of Section 16-6a-401, to obtain authority to conduct affairs in this state, the foreign nonprofit corporation shall assume for use in this state a name that satisfies the requirements of Section 16-6a-401.

(b)	Section 16-6a-401 applies to a domestic nonprofit corporation.

(2)

A foreign nonprofit corporation may obtain authority to conduct affairs in this state with a name that does not meet the requirements of Subsection (1) because it is not distinguishable as required under Subsection 16-6a-401(2), if the foreign nonprofit corporation delivers to the division for filing either:

(a)

(i)	a written consent to the foreign nonprofit corporation’s use of the name, given and signed by the other person entitled to the use of the name; and

(ii)	a written undertaking by the other person, in a form satisfactory to the division, to change its name to a name that is distinguishable from the name of the applicant; or

(b)	a certified copy of a final judgment of a court of competent jurisdiction establishing the prior right of the foreign nonprofit corporation to use the requested name in this state.

(3)

A foreign nonprofit corporation may use in this state the name, including the fictitious name, of another domestic or foreign nonprofit corporation that is used or registered in this state if:

(a)	the other corporation is incorporated or authorized to conduct affairs in this state; and

(b)

the foreign nonprofit corporation:

(i)	has merged with the other corporation; or

(ii)	has been formed by reorganization of the other corporation.

(4)

If a foreign nonprofit corporation authorized to conduct affairs in this state, whether under its corporate name or an assumed corporate name, changes its corporate name to one that does not satisfy the requirements of Subsections (1) through (3), or the requirements of Section 16-6a-401, the foreign nonprofit corporation:

(a)	may not conduct affairs in this state under the changed name;

(b)	shall use an assumed corporate name that does meet the requirements of this section; and

(c)	shall deliver to the division for filing an amended application for authority to conduct affairs pursuant to Section 16-6a-1504.

Amended by Chapter 197, 2002 General Session

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