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Terms Used In Utah Code 16-6a-401
Articles of incorporation: include :
(a)
amended articles of incorporation;
(b)
restated articles of incorporation;
(c)
articles of merger; and
(d)
a document of a similar import to the documents described in Subsections (3)(a) through (c). See Utah Code 16-6a-102
Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
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.
Division: means the Division of Corporations and Commercial Code. See Utah Code 16-6a-102
domestic corporation: means a corporation for profit that:
Foreign corporation: means a corporation for profit incorporated under a law other than the laws of this state. 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.
Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
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
United States: includes a district, authority, office, bureau, commission, department, and another agency of the United States of America. See Utah Code 16-6a-102
the nonprofit corporation’s articles of incorporation; or
(ii)
for a nonprofit corporation that changes the nonprofit corporation’s name or is incorporated in or authorized to do business in the state on or after May 4, 2022, the number sequence “911”;
(c)
except as authorized by the division under Subsection (2), shall be distinguishable, as defined in Section 16-10a-401, from:
(i)
the name of any domestic corporation incorporated in this state;
(ii)
the name of any foreign corporation authorized to conduct affairs in this state;
(iii)
the name of any domestic nonprofit corporation incorporated in this state;
(iv)
the name of any foreign nonprofit corporation authorized to conduct affairs in this state;
(v)
the name of any domestic limited liability company formed in this state;
(vi)
the name of any foreign limited liability company authorized to conduct affairs in this state;
(vii)
the name of any limited partnership formed or authorized to conduct affairs in this state;
shall be, for purposes of recordation, either translated into English or transliterated into letters of the English alphabet if the nonprofit corporation’s name is not in English;
(e)
without the written consent of the United States Olympic Committee, may not contain the words:
(i)
“Olympic”;
(ii)
“Olympiad”; or
(iii)
“Citius Altius Fortius”; and
(f)
without the written consent of the Division of Consumer Protection issued in accordance with Section 13-34-114, may not contain the words:
(i)
“university”;
(ii)
“college”; or
(iii)
“institute” or “institution.”
(2)
The division may authorize the use of the name applied for if:
(a)
the name is distinguishable from one or more of the names and trademarks described in Subsection (1)(c) that are on the division’s records; or
(b)
if the applicant delivers to the division a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant’s right to use the name applied for in this state registered or reserved with the division pursuant to the laws of this state.
(3)
A nonprofit corporation may use the name of another domestic or foreign corporation that is used in this state if:
(a)
the other corporation is incorporated or authorized to conduct affairs in this state; and
(b)
the proposed user corporation:
(i)
has merged with the other corporation;
(ii)
has been formed by reorganization of the other corporation; or
(iii)
has acquired all or substantially all of the assets, including the corporate name, of the other corporation.
(4)
(a)
A nonprofit corporation may apply to the division for authorization to file the nonprofit corporation’s articles of incorporation under, or to register or reserve, a name that is not distinguishable upon the division’s records from one or more of the names described in Subsection (1).
(b)
The division shall approve the application filed under Subsection (4)(a) if:
(i)
the other person whose name is not distinguishable from the name under which the applicant desires to file, or which the applicant desires to register or reserve:
(A)
consents to the filing, registration, or reservation in writing; and
(B)
submits an undertaking in a form satisfactory to the division to change the person’s name to a name that is distinguishable from the name of the applicant; or
(ii)
the applicant delivers to the division a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant’s right to make the requested filing in this state under the name applied for.
(5)
Only names of corporations may contain the:
(a)
words “corporation,” or “incorporated”; or
(b)
abbreviation “corp.” or “inc.”
(6)
The division may not issue a certificate of incorporation to any association violating the provisions of this section.
