SB 41 — Business Entity Technical Amendments
Last action — Governor Signed
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✓Introduced
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✓In Committee
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✓Passed Senate
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✓Passed House
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✓To Executive
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6Enacted
This bill has been enacted into law. Introduced December 22, 2025. Enacted.
Signed by Governor Spencer Cox (Republican) on March 17, 2026.
Prognosis
Where this bill stands today.
Odds of enactment
HighHow often bills like it became law.
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Enacted
Current position in the legislative process.
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2 sponsors
1 primary, 1 co-sponsors signed on.
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Single-party support
Sponsorship is currently within one party (1 R).
Prognosis reads this bill's own signals — stage, sponsorship breadth, committee status, recorded votes and cross-state momentum. Odds come from a model trained on which bills have become law.
Bill Text
What changed in the latest version
5227 added · 5618 removedPlain-language change summary
The recent amendments to Bill SB 41 involve renumbering specific chapters related to limited liability companies and decentralized organizations, moving them from Title 48 to Title 16. This change will help streamline the organization of Utah's laws concerning business entities, making it easier for stakeholders to locate and reference these laws. Additionally, the bill updates related cross-references and makes minor technical changes to ensure consistency throughout the legislation. This restructuring is important because it enhances clarity and accessibility in the legal framework for businesses operating in Utah.
SB0041S02Enrolled comparedCopy withS.B. SB0041 {Omitted text} shows text that was in SB0041 but was omitted in SB0041S02 inserted text shows text that was not in SB0041 but was inserted into SB0041S02 DISCLAIMER:
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Business Entity Technical Amendments GENERAL SESSION STATE OF UTAH Chief Sponsor:
Vickers House Sponsor:DavidSponsor: Shallenberger 3 LONG TITLE General Description:
David Shallenberger 3 LONG TITLE General Description:
and S ▸ makes technical and conforming changes.
B Money Appropriated in this Bill:
None 4 SB0041 compared with SB0041S02 Other Special Clauses:
3-1-253-1-25, , as last amended by Laws of Utah 2000, Chapter 300 3-1-443-1-44, , as last amended by Laws of Utah 2008, Chapter 364 7-1-8107-1-810, , as last amended by Laws of Utah 2018, Chapter 281 7-3-107-3-10, , as last amended by Laws of Utah 2018, Chapter 281 7-8-37-8-3, , as last amended by Laws of Utah 2018, Chapter 281 7-23-201S.B. , as last amended by Laws of Utah 2020, Chapter 121 13-1-2 , as last amended by Laws of Utah 2023, Chapter 26 13-11-6 , as last amended by Laws of Utah 2025, Chapter 442 16-6a-102 , as last amended by Laws of Utah 2025, First Special Session, Chapter 9 16-6a-113 , as enacted by Laws of Utah 2000, Chapter 300 16-6a-118 , as last amended by Laws of Utah 2006, Chapter 21 16-6a-202 , as last amended by Laws of Utah 2010, Chapter 43 16-6a-203 , as last amended by Laws of Utah 2024, Chapter 102 {16-6a-402 , as enacted by Laws of Utah 2000, Chapter 300} 16-6a-704 , as last amended by Laws of Utah 2009, Chapter 388 16-6a-1002 , as last amended by Laws of Utah 2015, Chapter 240 16-6a-1006 , as last amended by Laws of Utah 2015, Chapter 240 16-6a-1008.7 , as last amended by Laws of Utah 2020, Chapter 354 16-6a-1404 , as enacted by Laws of Utah 2000, Chapter 300 {16-6a-1412 , as last amended by Laws of Utah 2024, Chapter 232} {16-6a-1503 , as last amended by Laws of Utah 2024, Chapter 102} {16-6a-1504 , as last amended by Laws of Utah 2008, Chapter 364} {16-6a-1506 , as last amended by Laws of Utah 2002, Chapter 197} {16-6a-1507 , as last amended by Laws of Utah 2002, Chapter 197} {16-6a-1518 , as enacted by Laws of Utah 2000, Chapter 300} 16-6a-1601 , as enacted by Laws of Utah 2000, Chapter 300 {16-6a-1607 , as last amended by Laws of Utah 2008, Chapter 364} - 2 - SB0041 compared with SB0041S02 16-6a-1701 , as last amended by Laws of Utah 2015, Chapter 258 16-7-12 , as last amended by Laws of Utah 2004, Chapter 16 16-7-15 , as last amended by Laws of Utah 2008, Chapter 364 16-10a-102 , as last amended by Laws of Utah 2008, Chapter 249 16-10a-128 , as enacted by Laws of Utah 1992, Chapter 277 16-10a-202 , as last amended by Laws of Utah 2010, Chapters 43, 378 16-10a-203 , as enacted by Laws of Utah 1992, Chapter 277 16-10a-1002 , as last amended by Laws of Utah 2008, Chapter 364 16-10a-1007 , as last amended by Laws of Utah 2010, Chapter 378 16-10a-1008.7 , as last amended by Laws of Utah 2021, Chapter 64 16-10a-1104 , as last amended by Laws of Utah 1993, Chapter 184 16-10a-1302 , as last amended by Laws of Utah 2025, Chapter 302 16-10a-1404 , as last amended by Laws of Utah 2010, Chapter 378 {16-10a-1421 , as last amended by Laws of Utah 2009, Chapter 386} {16-10a-1422 , as last amended by Laws of Utah 2024, Chapter 232} {16-10a-1503 , as last amended by Laws of Utah 2010, Chapter 43} {16-10a-1504 , as last amended by Laws of Utah 2008, Chapter 364} {16-10a-1506 , as last amended by Laws of Utah 2010, Chapter 378} {16-10a-1507 , as last amended by Laws of Utah 2010, Chapter 378} {16-10a-1533 , as last amended by Laws of Utah 2010, Chapter 378} 16-10a-1533.5 , as enacted by Laws of Utah 2012, Chapter 184 16-10a-1601 , as enacted by Laws of Utah 1992, Chapter 277 {16-10a-1607 , as last amended by Laws of Utah 2010, Chapter 378} 16-10b-402 , as last amended by Laws of Utah 2015, Chapter 20 16-11-14 , as last amended by Laws of Utah 2000, Chapter 261 {16-15-103 , as enacted by Laws of Utah 1995, Chapter 310} 16-15-104 , as last amended by Laws of Utah 2008, Chapter 364 16-15-108 , as last amended by Laws of Utah 2009, Chapter 183 16-16-113 , as last amended by Laws of Utah 2014, Chapter 189 16-16-118 , as last amended by Laws of Utah 2010, Chapter 378 16-16-302 , as last amended by Laws of Utah 2010, Chapter 378 - 3 - SB0041 compared with SB0041S02 16-16-407 , as last amended by Laws of Utah 2010, Chapter 378 16-16-502 , as enacted by Laws of Utah 2008, Chapter 363 16-16-1101 , as enacted by Laws of Utah 2008, Chapter 363 16-16-1102 , as enacted by Laws of Utah 2008, Chapter 363 {16-16-1212 , as last amended by Laws of Utah 2024, Chapter 232} 16-16-1402 , as last amended by Laws of Utah 2018, Chapter 149 16-16-1405 , as last amended by Laws of Utah 2010, Chapter 378 16-16-1407 , as last amended by Laws of Utah 2010, Chapter 378 31A-5-201 , as last amended by Laws of Utah 1995, Chapter 344 31A-5-203 , as last amended by Laws of Utah 2008, Chapter 364 31A-5-401 , as last amended by Laws of Utah 2008, Chapter 364 31A-7-201 , as last amended by Laws of Utah 2004, Chapter 90 31A-8-202 , as last amended by Laws of Utah 2008, Chapter 364 31A-11-111 , as last amended by Laws of Utah 1992, Chapter 277 31A-14-204 , as last amended by Laws of Utah 2008, Chapter 364 31A-14-205 , as last amended by Laws of Utah 2000, Chapter 300 31A-14-210 , as last amended by Laws of Utah 2000, Chapter 300 31A-37-301 , as last amended by Laws of Utah 2025, Chapter 175 46-4-503 , as last amended by Laws of Utah 2021, Chapter 344 53-2a-1203 , as enacted by Laws of Utah 2014, Chapter 376 53-9-115 , as last amended by Laws of Utah 2025, Chapter 359 53C-1-201 , as last amended by Laws of Utah 2021, Chapter 344 57-8-55 , as enacted by Laws of Utah 2013, Chapter 152 57-8a-601 , as enacted by Laws of Utah 2013, Chapter 152 58-28-606 , as last amended by Laws of Utah 2020, Chapter 354 58-55-102 , as last amended by Laws of Utah 2025, Chapters 176, 268 58-63-102 , as last amended by Laws of Utah 2023, Chapter 223 59-8-103 , as last amended by Laws of Utah 2002, Chapter 286 61-2c-201 , as last amended by Laws of Utah 2019, Chapter 337 61-2f-401 , as last amended by Laws of Utah 2025, Chapter 263 61-2g-103 , as last amended by Laws of Utah 2018, Chapter 281 - 4 - SB0041 compared with SB0041S02 70-3a-405 , as last amended by Laws of Utah 2023, Chapter 401 75B-2-1011 , as renumbered and amended by Laws of Utah 2025, Chapter 310 76-5c-304 , as renumbered and amended by Laws of Utah 2025, Chapter 173 78A-5a-101 , as last amended by Laws of Utah 2024, Chapter 158 78B-3-204 , as last amended by Laws of Utah 2010, Chapter 43 78B-3-205 , as last amended by Laws of Utah 2025, Chapter 426 78B-6-2601 , as enacted by Laws of Utah 2024, Chapter 166 RENUMBERS AND AMENDS:
16-20-90141 ,Enrolled (RenumberedCopy from7-23-201, 48-3a-1101, as last amended by Laws of Utah 2019,2020, Chapter 349)121 16-20-90213-1-2, , (Renumbered from 48-3a-1102, as enactedlast byamended Laws of Utah 2013, Chapter 412) 16-20-903 , (Renumbered from 48-3a-1103, as enacted by Laws of Utah 2013,2023, Chapter 412)26 16-20-90413-11-6, , (Renumbered from 48-3a-1104, as enactedlast byamended Laws of Utah 2013, Chapter 412) 16-20-905 , (Renumbered from 48-3a-1105, as enacted by Laws of Utah 2013,2025, Chapter 412)442 16-20-90616-6a-102, , (Renumbered from 48-3a-1106, as enactedlast byamended Laws of Utah 2013, Chapter 412) 16-20-907 , (Renumbered from 48-3a-1107, as enacted by Laws of Utah 2013,2025, ChapterFirst 412)Special 16-20-908Session, , (Renumbered from 48-3a-1108, as enacted by Laws of Utah 2013, Chapter 412)9 16-20-90916-6a-113, , (Renumbered from 48-3a-1109, as enacted by Laws of Utah 2013,2000, Chapter 412)300 16-20-91016-6a-118, , (Renumbered from 48-3a-1110, as enacted by Laws of Utah 2013, Chapter 412) 16-20-911 , (Renumbered from 48-3a-1111, as last amended by Laws of Utah 2023,2006, Chapter 401)21 16-20-91216-6a-202, , (Renumbered from 48-3a-1112, as enactedlast byamended Laws of Utah 2013, Chapter 412) 16-20-1001 , (Renumbered from 48-3a-1201, as enacted by Laws of Utah 2013,2010, Chapter 412)43 16-20-100216-6a-203, , (Renumbered from 48-3a-1202, as last amended by Laws of Utah 2015,2024, Chapter 227)102 16-20-100316-6a-704, , (Renumbered from 48-3a-1203, as enactedlast byamended Laws of Utah 2013, Chapter 412) 16-20-1004 , (Renumbered from 48-3a-1204, as enacted by Laws of Utah 2013,2009, Chapter 412)388 16-20-100516-6a-1002, , (Renumbered from 48-3a-1205, as enactedlast byamended Laws of Utah 2013, Chapter 412) 16-20-1006 , (Renumbered from 48-3a-1206, as enacted by Laws of Utah 2013,2015, Chapter 412)240 16-20-100716-6a-1006, , (Renumbered from 48-3a-1207, as enactedlast byamended Laws of Utah 2013, Chapter 412) 16-20-1008 , (Renumbered from 48-3a-1208, as enacted by Laws of Utah 2013,2015, Chapter 412)240 16-20-100916-6a-1008.7, , (Renumbered from 48-3a-1209, as enactedlast byamended Laws of Utah 2013, Chapter 412) 16-20-1101 , (Renumbered from 48-3a-1301, as enacted by Laws of Utah 2013,2020, Chapter 412)354 16-20-110216-6a-1404, , (Renumbered from 48-3a-1302, as enacted by Laws of Utah 2013,2000, Chapter 412)300 -16-6a-1601, 5 - SB0041 compared with SB0041S02 16-20-1103 , (Renumbered from 48-3a-1303, as enacted by Laws of Utah 2013,2000, Chapter 412)300 16-20-110416-6a-1701, , (Renumbered from 48-3a-1304, as enactedlast byamended Laws of Utah 2013, Chapter 412) 16-20-1201 , (Renumbered from 48-3a-1401, as enacted by Laws of Utah 2013,2015, Chapter 412)258 16-20-120216-7-12, , (Renumbered from 48-3a-1402, as enactedlast byamended Laws of Utah 2013, Chapter 412) 16-20-1203 , (Renumbered from 48-3a-1403, as enacted by Laws of Utah 2013,2004, Chapter 412)16 16-20-120416-7-15, , (Renumbered from 48-3a-1404, as enacted by Laws of Utah 2013, Chapter 412) 16-20-1205 , (Renumbered from 48-3a-1405, as last amended by Laws of Utah 2024,2008, Chapter 165)364 16-21-10116-10a-102, , (Renumbered from 48-4-102, as last amended by Laws of Utah 2019,2008, Chapter 136)249 16-21-10216-10a-128, , (Renumbered from 48-4-103, as enacted by Laws of Utah 2018,1992, Chapter 201)277 16-21-10316-10a-202, , (Renumbered from 48-4-104, as enactedlast amended by Laws of Utah 2018,2010, ChapterChapters 201)43, 16-21-201378 ,16-10a-203, (Renumbered from 48-4-201, as enacted by Laws of Utah 2018,1992, Chapter 201)277 16-21-30116-10a-1002, , (Renumbered from 48-4-301, as last amended by Laws of Utah 2019,2008, Chapter 136)364 16-21-30216-10a-1007, , (Renumbered from 48-4-302, as enactedlast byamended Laws of Utah 2018, Chapter 201) 16-21-303 , (Renumbered from 48-4-303, as enacted by Laws of Utah 2018,2010, Chapter 201)378 16-21-40116-10a-1008.7, , (Renumbered from 48-4-401, as enactedlast byamended Laws of Utah 2018, Chapter 201) 16-21-402 , (Renumbered from 48-4-402, as enacted by Laws of Utah 2018,2021, Chapter 201)64 16-22-10116-10a-1104, , (Renumbered from 48-5-101, as enactedlast byamended Laws of Utah 2023, Chapter 85) 16-22-102 , (Renumbered from 48-5-102, as enacted by Laws of Utah 2023,1993, Chapter 85)184 16-22-10316-10a-1302, , (Renumbered from 48-5-103, as last amended by Laws of Utah 2024,2025, Chapter 161)302 16-22-10416-10a-1404, , (Renumbered from 48-5-104, as enactedlast byamended Laws of Utah 2023, Chapter 85) 16-22-105 , (Renumbered from 48-5-106, as enacted by Laws of Utah 2023,2010, Chapter 85)378 {16-22-10616-10a-1533.5, , (Renumbered from 48-5-107, as enacted by Laws of Utah 2023,2012, Chapter 85)}184 16-22-10616-10a-1601, , (Renumbered from 48-5-109, as enacted by Laws of Utah 2023,1992, Chapter 85)277 {16-22-10716-10b-402, , (Renumbered from 48-5-108, as enactedlast amended by Laws of Utah 2023,2015, Chapter 85)}20 16-22-20116-11-14, , (Renumbered from 48-5-201, as last amended by Laws of Utah 2024,2000, Chapter 161)261 16-22-20216-15-104, , (Renumbered from 48-5-202, as enactedlast byamended Laws of Utah 2023, Chapter 85) 16-22-203 , (Renumbered from 48-5-203, as enacted by Laws of Utah 2023,2008, Chapter 85)364 {16-22-20416-15-108, , (Renumbered from 48-5-204, as enactedlast byamended Laws of Utah 2023, Chapter 85)} 16-22-301 , (Renumbered from 48-5-301, as enacted by Laws of Utah 2023,2009, Chapter 85)183 16-22-30216-16-113, , (Renumbered from 48-5-302, as enactedlast byamended Laws of Utah 2023, Chapter 85) 16-22-303 , (Renumbered from 48-5-303, as enacted by Laws of Utah 2023,2014, Chapter 85)189 - 62 - SB0041Enrolled comparedCopy withS.B. SB0041S02 16-22-304 , (Renumbered from 48-5-304, as enacted by Laws of Utah 2023, Chapter 85) 16-22-305 , (Renumbered from 48-5-305, as enacted by Laws of Utah 2023, Chapter 85) 16-22-306 , (Renumbered from 48-5-306, as enacted by Laws of Utah 2023, Chapter 85) 16-22-307 , (Renumbered from 48-5-307, as enacted by Laws of Utah 2023, Chapter 85) 16-22-401 , (Renumbered from 48-5-401, as enacted by Laws of Utah 2023, Chapter 85) 16-22-402 , (Renumbered from 48-5-402, as enacted by Laws of Utah 2023, Chapter 85) 16-22-403 , (Renumbered from 48-5-403, as enacted by Laws of Utah 2023, Chapter 85) 16-22-404 , (Renumbered from 48-5-404, as enacted by Laws of Utah 2023, Chapter 85) 16-22-405 , (Renumbered from 48-5-405, as enacted by Laws of Utah 2023, Chapter 85) 16-22-406 , (Renumbered from 48-5-406, as enacted by Laws of Utah 2023, Chapter 85) Be it enacted by the Legislature of the state of Utah:
41 16-16-118, as last amended by Laws of Utah 2010, Chapter 378 16-16-302, as last amended by Laws of Utah 2010, Chapter 378 16-16-407, as last amended by Laws of Utah 2010, Chapter 378 16-16-502, as enacted by Laws of Utah 2008, Chapter 363 16-16-1101, as enacted by Laws of Utah 2008, Chapter 363 16-16-1102, as enacted by Laws of Utah 2008, Chapter 363 16-16-1402, as last amended by Laws of Utah 2018, Chapter 149 16-16-1405, as last amended by Laws of Utah 2010, Chapter 378 16-16-1407, as last amended by Laws of Utah 2010, Chapter 378 31A-5-201, as last amended by Laws of Utah 1995, Chapter 344 31A-5-203, as last amended by Laws of Utah 2008, Chapter 364 31A-5-401, as last amended by Laws of Utah 2008, Chapter 364 31A-7-201, as last amended by Laws of Utah 2004, Chapter 90 31A-8-202, as last amended by Laws of Utah 2008, Chapter 364 31A-11-111, as last amended by Laws of Utah 1992, Chapter 277 31A-14-204, as last amended by Laws of Utah 2008, Chapter 364 31A-14-205, as last amended by Laws of Utah 2000, Chapter 300 31A-14-210, as last amended by Laws of Utah 2000, Chapter 300 31A-37-301, as last amended by Laws of Utah 2025, Chapter 175 46-4-503, as last amended by Laws of Utah 2021, Chapter 344 53-2a-1203, as enacted by Laws of Utah 2014, Chapter 376 53-9-115, as last amended by Laws of Utah 2025, Chapter 359 53C-1-201, as last amended by Laws of Utah 2021, Chapter 344 57-8-55, as enacted by Laws of Utah 2013, Chapter 152 57-8a-601, as enacted by Laws of Utah 2013, Chapter 152 58-28-606, as last amended by Laws of Utah 2020, Chapter 354 58-55-102, as last amended by Laws of Utah 2025, Chapters 176, 268 58-63-102, as last amended by Laws of Utah 2023, Chapter 223 59-8-103, as last amended by Laws of Utah 2002, Chapter 286 61-2c-201, as last amended by Laws of Utah 2019, Chapter 337 61-2f-401, as last amended by Laws of Utah 2025, Chapter 263 61-2g-103, as last amended by Laws of Utah 2018, Chapter 281 70-3a-405, as last amended by Laws of Utah 2023, Chapter 401 75B-2-1011, as renumbered and amended by Laws of Utah 2025, Chapter 310 - 3 - S.B.
41 Enrolled Copy 76-5c-304, as renumbered and amended by Laws of Utah 2025, Chapter 173 78A-5a-101, as last amended by Laws of Utah 2024, Chapter 158 78B-3-204, as last amended by Laws of Utah 2010, Chapter 43 78B-3-205, as last amended by Laws of Utah 2025, Chapter 426 78B-6-2601, as enacted by Laws of Utah 2024, Chapter 166 RENUMBERS AND AMENDS:
16-20-901, (Renumbered from 48-3a-1101, as last amended by Laws of Utah 2019, Chapter 349) 16-20-902, (Renumbered from 48-3a-1102, as enacted by Laws of Utah 2013, Chapter 412) 16-20-903, (Renumbered from 48-3a-1103, as enacted by Laws of Utah 2013, Chapter 412) 16-20-904, (Renumbered from 48-3a-1104, as enacted by Laws of Utah 2013, Chapter 412) 16-20-905, (Renumbered from 48-3a-1105, as enacted by Laws of Utah 2013, Chapter 412) 16-20-906, (Renumbered from 48-3a-1106, as enacted by Laws of Utah 2013, Chapter 412) 16-20-907, (Renumbered from 48-3a-1107, as enacted by Laws of Utah 2013, Chapter 412) 16-20-908, (Renumbered from 48-3a-1108, as enacted by Laws of Utah 2013, Chapter 412) 16-20-909, (Renumbered from 48-3a-1109, as enacted by Laws of Utah 2013, Chapter 412) 16-20-910, (Renumbered from 48-3a-1110, as enacted by Laws of Utah 2013, Chapter 412) 16-20-911, (Renumbered from 48-3a-1111, as last amended by Laws of Utah 2023, Chapter 401) 16-20-912, (Renumbered from 48-3a-1112, as enacted by Laws of Utah 2013, Chapter 412) 16-20-1001, (Renumbered from 48-3a-1201, as enacted by Laws of Utah 2013, Chapter 412) 16-20-1002, (Renumbered from 48-3a-1202, as last amended by Laws of Utah 2015, Chapter 227) - 4 - Enrolled Copy S.B.
41 16-20-1003, (Renumbered from 48-3a-1203, as enacted by Laws of Utah 2013, Chapter 412) 16-20-1004, (Renumbered from 48-3a-1204, as enacted by Laws of Utah 2013, Chapter 412) 16-20-1005, (Renumbered from 48-3a-1205, as enacted by Laws of Utah 2013, Chapter 412) 16-20-1006, (Renumbered from 48-3a-1206, as enacted by Laws of Utah 2013, Chapter 412) 16-20-1007, (Renumbered from 48-3a-1207, as enacted by Laws of Utah 2013, Chapter 412) 16-20-1008, (Renumbered from 48-3a-1208, as enacted by Laws of Utah 2013, Chapter 412) 16-20-1009, (Renumbered from 48-3a-1209, as enacted by Laws of Utah 2013, Chapter 412) 16-20-1101, (Renumbered from 48-3a-1301, as enacted by Laws of Utah 2013, Chapter 412) 16-20-1102, (Renumbered from 48-3a-1302, as enacted by Laws of Utah 2013, Chapter 412) 16-20-1103, (Renumbered from 48-3a-1303, as enacted by Laws of Utah 2013, Chapter 412) 16-20-1104, (Renumbered from 48-3a-1304, as enacted by Laws of Utah 2013, Chapter 412) 16-20-1201, (Renumbered from 48-3a-1401, as enacted by Laws of Utah 2013, Chapter 412) 16-20-1202, (Renumbered from 48-3a-1402, as enacted by Laws of Utah 2013, Chapter 412) 16-20-1203, (Renumbered from 48-3a-1403, as enacted by Laws of Utah 2013, Chapter 412) 16-20-1204, (Renumbered from 48-3a-1404, as enacted by Laws of Utah 2013, Chapter 412) 16-20-1205, (Renumbered from 48-3a-1405, as last amended by Laws of Utah 2024, Chapter 165) 16-21-101, (Renumbered from 48-4-102, as last amended by Laws of Utah 2019, Chapter 136) - 5 - S.B.
41 Enrolled Copy 16-21-102, (Renumbered from 48-4-103, as enacted by Laws of Utah 2018, Chapter 201) 16-21-103, (Renumbered from 48-4-104, as enacted by Laws of Utah 2018, Chapter 201) 16-21-201, (Renumbered from 48-4-201, as enacted by Laws of Utah 2018, Chapter 201) 16-21-301, (Renumbered from 48-4-301, as last amended by Laws of Utah 2019, Chapter 136) 16-21-302, (Renumbered from 48-4-302, as enacted by Laws of Utah 2018, Chapter 201) 16-21-303, (Renumbered from 48-4-303, as enacted by Laws of Utah 2018, Chapter 201) 16-21-401, (Renumbered from 48-4-401, as enacted by Laws of Utah 2018, Chapter 201) 16-21-402, (Renumbered from 48-4-402, as enacted by Laws of Utah 2018, Chapter 201) 16-22-101, (Renumbered from 48-5-101, as enacted by Laws of Utah 2023, Chapter 85) 16-22-102, (Renumbered from 48-5-102, as enacted by Laws of Utah 2023, Chapter 85) 16-22-103, (Renumbered from 48-5-103, as last amended by Laws of Utah 2024, Chapter 161) 16-22-104, (Renumbered from 48-5-104, as enacted by Laws of Utah 2023, Chapter 85) 16-22-105, (Renumbered from 48-5-106, as enacted by Laws of Utah 2023, Chapter 85) 16-22-106, (Renumbered from 48-5-109, as enacted by Laws of Utah 2023, Chapter 85) 16-22-201, (Renumbered from 48-5-201, as last amended by Laws of Utah 2024, Chapter 161) 16-22-202, (Renumbered from 48-5-202, as enacted by Laws of Utah 2023, Chapter 85) 16-22-203, (Renumbered from 48-5-203, as enacted by Laws of Utah 2023, Chapter 85) - 6 - Enrolled Copy S.B.
41 16-22-301, (Renumbered from 48-5-301, as enacted by Laws of Utah 2023, Chapter 85) 16-22-302, (Renumbered from 48-5-302, as enacted by Laws of Utah 2023, Chapter 85) 16-22-303, (Renumbered from 48-5-303, as enacted by Laws of Utah 2023, Chapter 85) 16-22-304, (Renumbered from 48-5-304, as enacted by Laws of Utah 2023, Chapter 85) 16-22-305, (Renumbered from 48-5-305, as enacted by Laws of Utah 2023, Chapter 85) 16-22-306, (Renumbered from 48-5-306, as enacted by Laws of Utah 2023, Chapter 85) 16-22-307, (Renumbered from 48-5-307, as enacted by Laws of Utah 2023, Chapter 85) 16-22-401, (Renumbered from 48-5-401, as enacted by Laws of Utah 2023, Chapter 85) 16-22-402, (Renumbered from 48-5-402, as enacted by Laws of Utah 2023, Chapter 85) 16-22-403, (Renumbered from 48-5-403, as enacted by Laws of Utah 2023, Chapter 85) 16-22-404, (Renumbered from 48-5-404, as enacted by Laws of Utah 2023, Chapter 85) 16-22-405, (Renumbered from 48-5-405, as enacted by Laws of Utah 2023, Chapter 85) 16-22-406, (Renumbered from 48-5-406, as enacted by Laws of Utah 2023, Chapter 85) Be it enacted by the Legislature of the state of Utah:
3-1-25.3-1-25 .
3-1-44.3-1-44 .
(1)- An7 association- shallS.B. continuously maintain a registered office in this state.
41 Enrolled Copy (1) An association shall continuously maintain a registered office in this state.
(2)(2)(a) (a) An association shall designate a registered agent.
(3)(3)(a) (a) An association shall file a statement with the Division of Corporations and Commercial Code designating or changing its registered office, its registered agent, or both.
- 7 - SB0041 compared with SB0041S02 (iii) the name of the association's registered agent and the registered agent's address;
(4)(4)(a) (a) A registered agent of an association may resign by filing with the division a signed written notice of resignation, including a statement that a signed copy of the notice has been given to the association at its principal place of business.
7-1-810.7-1-810 .
or (c) any of the following if the institution is an S Corporation, as defined in Section 1361, Internal- Revenue8 Code,- immediatelyEnrolled beforeCopy becomingS.B. a limited liability company:
41 Internal Revenue Code, immediately before becoming a limited liability company:
(2)(2)(a) (a) Before an institution described in Subsection (1) may organize as or convert to a limited liability company, the institution shall obtain approval of the commissioner.
(b)(b)(i) (i) To obtain the approval under this section from the commissioner, the institution shall file a request for approval with the commissioner at least 30 days before the day on which the institution becomes a limited liability company.
- 8 - SB0041 compared with SB0041S02 (iii) When taking action on a request for approval filed under this section, the commissioner may:
(C) neither state law, nor the institution's operating agreement, bylaws, or other organizational documents provide that an owner of the institution is liable for the- debts,9 liabilities,- andS.B. obligations of the institution in excess of the amount of the owner's investment;
and41 (D)Enrolled (I)Copy neither state law, nor the institution'sdebts, operatingliabilities, agreement,and bylaws,obligations or other organizational documents require the consent of any other owner of the institution in orderexcess forof anthe owneramount toof transfer an ownership interest in the institution,owner's includinginvestment; voting rights;
and (D)(I) neither state law, nor the institution's operating agreement, bylaws, or other organizational documents require the consent of any other owner of the institution in order for an owner to transfer an ownership interest in the institution, including voting rights;
- 9 - SB0041 compared with SB0041S02 (4) An institution described in Subsection (3)(a) that is organized as a limited liability company shall maintain the characteristics listed in Subsection (3)(a)(ii) during such time as it is authorized to conduct business under this title as a limited liability company.
Show all 500 changed lines (460 more)
(5)(5)(a) (a) All rights, privileges, powers, duties, and obligations of an institution described in Subsection (1) that is organized as a limited liability company and its members and managers shall be governed by [Title 48, Chapter 3a, Utah Revised Uniform Limited Liability Company Act] Title 16, Chapter 20, Utah Revised Uniform Limited Liability Company Act, except:
{(I)} and (I) Section [48-3a-701] 16-20-701;
and [(J) {[} Title 48, Chapter 3a, Part 9, Foreign Limited Liability Companies{]Companies; Title 16, Chapter 20, Part 9, Foreign Limited Liability Companies};
(b)- Notwithstanding10 Subsection- (5)(a),Enrolled forCopy anS.B. institution that is described in Subsection (3)(a):
41 (b) Notwithstanding Subsection (5)(a), for an institution that is described in Subsection (3)(a):
- 10 - SB0041 compared with SB0041S02 (c) An institution described in Subsection (3)(a) may not by agreement or otherwise change the application of Subsection (5)(a) to the institution.
(g) "dividend" includes distributions made by a limited liability company under [Title 48,- Chapter11 3a,- PartS.B. 4, Relations of Members to Each Other and to Limited Liability Company] Title 16, Chapter 20, Part 4, Relations of Members to Each Other and to a Limited Liability Company;
(h)41 "incorporator"Enrolled includesCopy an organizer of a limited liability company as provided in [Title 48, Chapter 3a, Part 2,4, FormationRelations --of CertificateMembers ofto OrganizationEach Other and Otherto Filings]Limited Liability Company] Title 16, Chapter 20, Part 2,4, FormationRelations --of CertificateMembers ofto OrganizationEach Other and Otherto Filings;a Limited Liability Company;
(h) "incorporator" includes an organizer of a limited liability company as provided in [ Title 48, Chapter 3a, Part 2, Formation -- Certificate of Organization and Other Filings] Title 16, Chapter 20, Part 2, Formation -- Certificate of Organization and Other Filings;
- 11 - SB0041 compared with SB0041S02 (j) "security," "shares," or "stock" of a corporation includes:
(8) A depository institution organized under the laws of this state may not be organized as or converted to a series of transferable interests in a limited liability company as provided in [Title 48, Chapter 3a, Part 12, Series Limited Liability Companies] Title 16, Chapter 20, Part {11} 10, Series Limited Liability Companies.
7-3-10.7-3-10 .
(a)- a12 domestic- corporationEnrolled underCopy TitleS.B. 16, Chapter 10a, Utah Revised Business Corporation Act;
41 (a) a domestic corporation under Title 16, Chapter 10a, Utah Revised Business Corporation Act;
- 12 - SB0041 compared with SB0041S02 (3) The commissioner may, by rule or order, determine that necessary or incidental rights, privileges, and powers include:
7-8-3.7-8-3 .
(2)(2)(a) (a) Each person organized to conduct the business of an industrial bank in this state shall be organized under:
(b) A person may not conduct business as an industrial bank authorized under this chapter- to13 conduct- businessS.B. as an industrial bank in any form of entity other than those provided in Subsection (2)(a).
(3)41 (a)Enrolled AllCopy rights,chapter privileges, powers, duties, and obligations of a corporation authorized to conduct business as an industrial bank andin itsany officers,form directors,of andentity stockholdersother shallthan bethose governed by Title 16, Chapter 10a, Utah Revised Business Corporation Act, except as otherwise provided in thisSubsection title.(2)(a).
(3)(a) All rights, privileges, powers, duties, and obligations of a corporation authorized to conduct business as an industrial bank and its officers, directors, and stockholders shall be governed by Title 16, Chapter 10a, Utah Revised Business Corporation Act, except as otherwise provided in this title.
(4)(4)(a) (a) An industrial bank is authorized to receive and hold deposits.
- 13 - SB0041 compared with SB0041S02 (b) An industrial bank may not conduct business under this chapter as an industrial bank unless the industrial bank obtains insurance from the Federal Deposit Insurance Corporation or a successor federal deposit insurance entity for any deposits received or held by the industrial bank.
7-23-201.7-23-201 .
(1)(1)(a) (a) It is unlawful for a person to engage in the business of cashing checks or the business of deferred deposit lending in Utah or with a Utah resident unless the person:
(2)(2)(a) (a) A registration and a renewal of a registration expires on December 31 of each year unless on or before that date the person renews the registration.
(ii) submit a registration statement containing the information described in Subsection- (2)(d);14 - Enrolled Copy S.B.
41 Subsection (2)(d);
- 14 - SB0041 compared with SB0041S02 (iii) submit evidence satisfactory to the commissioner that the person is authorized to conduct business in this state as a domestic or foreign entity pursuant to filings with the Division of Corporations and Commercial Code under [Title 16, Corporations, or Title 48, Unincorporated Business Entity Act] Title 16, Business Entities;
(ii) the name in which the business will be transacted if different from that required in Subsection (2)(d)(2)(d)(i); (i);
(v)- if15 the- personS.B. conducts the business of cashing checks or the business of deferred deposit lending in this state but does not maintain an office in this state, a brief description of the manner in which the business is conducted;
41 Enrolled Copy (v) if the person conducts the business of cashing checks or the business of deferred deposit lending in this state but does not maintain an office in this state, a brief description of the manner in which the business is conducted;
- 15 - SB0041 compared with SB0041S02 (iii) the total number of deferred deposit loans rescinded by the deferred deposit lender at the request of the customer pursuant to Subsection 7-23-401(3)(b);
(xi) the number of deferred deposit loans not paid in full at the end of 10 weeks after the- day16 on- whichEnrolled theCopy deferredS.B. deposit loan is extended;
41 the day on which the deferred deposit loan is extended;
- 16 - SB0041 compared with SB0041S02 (J) nine payments;
(3)(3)(a) (a) Information provided by a deferred deposit lender under Subsections (2)(e) and (f) is:
and (ii)- not17 subject- toS.B. Title 63G, Chapter 2, Government Records Access and Management Act.
41 Enrolled Copy (ii) not subject to Title 63G, Chapter 2, Government Records Access and Management Act.
(4)(4)(a) (a) The commissioner may impose an administrative fine determined under Subsection (4)(b) on a person if:
- 17 - SB0041 compared with SB0041S02 (i) $500 if the person:
(a)- that18 person- isEnrolled requiredCopy toS.B. renew the registration;
41 (a) that person is required to renew the registration;
(8)(8)(a) (a) At the time a person registers under this section, the person shall disclose a conviction of a crime described in Subsection (2)(d)(vii) that is:
- 18 - SB0041 compared with SB0041S02 (A) a Utah Bureau of Criminal Identification report;
13-1-2.13-1-2 .
(1)(1)(a) (a) There is created the Department of Commerce.
and (ii) ensure that any training or certification required of a public official or public employee, as those terms are defined in Section 63G-22-102, complies with Title 63G,- Chapter19 22,- StateS.B. Training and Certification Requirements, if the training or certification is required:
41 Enrolled Copy 63G, Chapter 22, State Training and Certification Requirements, if the training or certification is required:
and - 19 - SB0041 compared with SB0041S02 (f) the Division of Corporations and Commercial Code.
(3)(3)(a) (a) Unless otherwise provided by statute, the department may adopt a schedule of fees assessed for services provided by the department by following the procedures and requirements of Section 63J-1-504.
(c)(c)(i) (i) There is created a restricted account within the General Fund known as the "Commerce Service Account." (ii) The restricted account created in Subsection (3)(c)(i) consists of fees collected by each division and by the department.
(4)(4)(a) (a) As used in this Subsection (4):
(ii) "Fund" means the Single Sign-On Expendable Special Revenue Fund, created in Subsection- (4)20 (c).- Enrolled Copy S.B.
41 Subsection (4)(c).
-(b)(i) 20 - SB0041 compared with SB0041S02 (b) (i) The schedule of fees adopted by the department under Subsection (3) shall include a single sign-on fee, not to exceed $5, as part of a renewal fee.
(c)(c)(i) (i) There is created the Single Sign-On Expendable Special Revenue Fund.
(5)(5)(a) (a) As used in this Subsection (5):
(iii)- "Electronic21 payment- fee"S.B. means the fee the department adopts in accordance with this Subsection (5) to defray the costs of electronic payments.
41 Enrolled Copy (iii) "Electronic payment fee" means the fee the department adopts in accordance with this Subsection (5) to defray the costs of electronic payments.
- 21 - SB0041 compared with SB0041S02 (i) may collect an electronic payment fee from each person who applies for or renews a license or registration issued by the department or a division of the department;
(e)(e)(i) (i) If the department imposes an electronic payment fee, the department shall collect the electronic payment fee from each person described in Subsection (5)(c)(i) regardless of whether the person makes an electronic payment.
13-11-6.13-11-6 .
(2)(2)(a) (a) A supplier that engages in any act or practice in this state governed by this chapter, or engages in a consumer transaction subject to this chapter, may designate an agent upon whom service of process may be made in the state.
(3)(3)(a) (a) Subject to Subsection (3)(b), process upon a supplier may be served as provided in Section [16-17-301] 16-1a-412 if:
- 22 - SB0041 compared with SB0041S02 (b) Service upon a supplier is not effective unless the plaintiff promptly mails a copy of the- process22 and- pleadingsEnrolled byCopy registeredS.B. or certified mail to the supplier at the supplier's last reasonably ascertainable address.
41 the process and pleadings by registered or certified mail to the supplier at the supplier's last reasonably ascertainable address.
16-6a-102.16-6a-102 .
(1)(1)(a) (a) "Address" means a location where mail can be delivered by the United States Postal Service.
(5)(5)(a) - 23 - SB0041 compared with SB0041S02 (a) Except as provided in Subsection (5)(b), "board of directors" means the body authorized to manage the affairs of a domestic or foreign nonprofit corporation.
(b) Notwithstanding Subsection (5)(a), a person may not be considered a member of the board- of23 directors- becauseS.B. of a power delegated to that person under Subsection 16-6a-801(2).
(6)41 (a)Enrolled "Bylaws"Copy meansboard the one or more codes of rules,directors otherbecause than the articles of incorporation, adopted under this chapter for the regulation or management of the affairs of a domesticpower ordelegated foreignto nonprofitthat corporationperson irrespectiveunder ofSubsection the16-6a-801(2). one or more names by which the codes of rules are designated.
(6)(a) "Bylaws" means the one or more codes of rules, other than the articles of incorporation, adopted under this chapter for the regulation or management of the affairs of a domestic or foreign nonprofit corporation irrespective of the one or more names by which the codes of rules are designated.
(7)(7)(a) (a) "Cash" or "money" means:
(9)(9)(a) (a) "Class" means a group of memberships that has the same right with respect to voting, dissolution, redemption, transfer, or other characteristics.
(10)(10)(a) (a) "Conspicuous" means so written that a reasonable person against whom the writing is to operate should have noticed the writing.
or - 24 - SB0041 compared with SB0041S02 (v) underlining.
(13)- "Corporate24 name"- means:Enrolled Copy S.B.
41 (13) "Corporate name" means:
(14)(14)(a) (a) "Corporate records" means the records described in Section 16-6a-1601.
- 25 - SB0041 compared with SB0041S02 (18) "Director" means a member of the board of directors.
(19)(19)(a) (a) "Distribution" means the payment of a dividend or any part of the income or profit of a nonprofit corporation to the nonprofit corporation's:
or (ii)- a25 service- received.S.B.
41 Enrolled Copy (ii) a service received.
(24)(24)(a) (a) "Employee" includes an officer of a nonprofit corporation.
(b)(b)(i) (i) Except as provided in Subsection (24)(b)(ii), "employee" does not include a director of a nonprofit corporation.
- 26 - SB0041 compared with SB0041S02 (g) a partnership;
(29)- "Governmental26 entity"- means:Enrolled Copy S.B.
(a)41 (i)(29) the"Governmental executiveentity" branchmeans: of the state;
(a)(i) the executive branch of the state;
- 27 - SB0041 compared with SB0041S02 (viii) an advisory board;
(33)(33)(a) (a) "Mail," "mailed," or "mailing" means deposit, deposited, or depositing in the United- States27 mail,- properlyS.B. addressed, first-class postage prepaid.
41 Enrolled Copy United States mail, properly addressed, first-class postage prepaid.
(34)(34)(a) (a) "Member" means one or more persons identified or otherwise appointed as a member of a domestic or foreign nonprofit corporation as provided:
- 28 - SB0041 compared with SB0041S02 (a) that issues shares of stock to its members evidencing a right to receive distribution of water or otherwise representing property rights;
(i)- a28 trust;- Enrolled Copy S.B.
41 (i) a trust;
- 29 - SB0041 compared with SB0041S02 (i) an annual report;
(44)- (a)29 "Record- date"S.B. means the date established under Part 6, Members, or Part 7, Member Meetings and Voting, on which a nonprofit corporation determines the identity of the nonprofit corporation's members.
41 Enrolled Copy (44)(a) "Record date" means the date established under Part 6, Members, or Part 7, Member Meetings and Voting, on which a nonprofit corporation determines the identity of the nonprofit corporation's members.
- 30 - SB0041 compared with SB0041S02 (46) "Registered office" means the office within this state designated by a domestic or foreign nonprofit corporation as its registered office in the most recent document on file with the division providing that information, including:
or (f)- an30 agency- orEnrolled governmentalCopy andS.B. political subdivision of a territory or insular possession of the United States.
41 (f) an agency or governmental and political subdivision of a territory or insular possession of the United States.
(a)(a)(i) (i) street name and number;
and - 31 - SB0041 compared with SB0041S02 (iii) United States post office zip code designation;
(56)(56)(a) (a) "Voting group" means all the members of one or more classes of members or directors that, under this chapter, the articles of incorporation, or the bylaws, are entitled to vote and be counted together collectively on a matter.
(57)(57)(a) (a) "Voting member" means a person entitled to vote for all matters required or permitted under this chapter to be submitted to a vote of the members, except as otherwise provided in the articles of incorporation or bylaws.
(i)- a31 right- theS.B. person has as a delegate;
-41 32Enrolled -Copy SB0041(i) compared with SB0041S02 (ii) a right the person has toas designate a director;delegate;
(ii) a right the person has to designate a director;
16-6a-113.16-6a-113 .
(a)(a)(i) (i) the domestic nonprofit corporation's corporate name;
(i)(i)(A) (A) the domestic nonprofit corporation is incorporated under the law of this state;
- 33 - SB0041 compared with SB0041S02 (3) Subject to any qualification stated in the certificate, a certificate issued by the division may be relied upon as conclusive evidence of the facts set forth in the certificate.
16-6a-118.- 32 - Enrolled Copy S.B.
41 16-6a-118 .
(1) Notwithstanding the other requirements of this chapter except subject to Section [16-6a-106][ 16-6a-106] 16-1a-203, the division may by rule permit a writing required or permitted to be filed with the division under this chapter:
16-6a-202.16-6a-202 .
- 34 - SB0041 compared with SB0041S02 (B) the designation of each class;
and (g) provisions not inconsistent with law regarding the distribution of assets on dissolution.- 33 - S.B.
41 Enrolled Copy dissolution.
(3)(3)(a) (a) It is sufficient under Subsection (1)(a) to state, either alone or with other purposes, that the purpose of the nonprofit corporation is to engage in any lawful act for which a nonprofit corporation may be organized under this chapter.
(6)(6)(a) (a) If this chapter conditions any matter upon the presence of a provision in the bylaws, the condition is satisfied if the provision is present either in:
- 35 - SB0041 compared with SB0041S02 (i) the articles of incorporation;
and (ii)- the34 bylaws.- Enrolled Copy S.B.
41 (ii) the bylaws.
16-6a-203.16-6a-203 .
{Section 12.
Section 16-6a-402 is amended to read:
} 16-6a-402.
Reserved name.
(1) (a) Any person may apply for the reservation of the exclusive use of a corporate name by delivering an application for reservation of name to the division for filing, setting forth:
(i) the name and address of the applicant;
and (ii) the name proposed to be reserved.
(b) - 36 - SB0041 compared with SB0041S02 (i) If the division finds that the name applied for would be available for corporate use, the division shall reserve the name for the applicant's exclusive use for 120 days from the day the division receives the application under Subsection (1)(a).
(ii) A reservation may be renewed.
(2) The owner of a reserved corporate name may transfer the reservation to any other person by delivery to the division for filing of a notice of the transfer that has been executed by the owner and states:
(a) the reserved name;
(b) the name of the owner;
and (c) the name and address of the transferee.
(3) (a) The corporate name set forth in a document described in Subsection (3)(b) is reserved until the document:
(i) becomes effective pursuant to [Subsection 16-6a-108(2)] Section 16a-1a-204;
or (ii) is withdrawn under [Subsection 16-6a-108(3)] Section 16-1a-205.
(b) Subsection (3)(a) applies to a document that:
(i) is one of the following:
(A) articles of incorporation;
(B) articles of amendment to articles of incorporation;
(C) restated articles of incorporation;
or (D) articles of merger;
(ii) specifies a delayed effective date [pursuant to Subsection 16-6a-108(2)] in accordance with Section 16-1a-204;
(iii) sets forth a new corporate name;
and (iv) is filed by the division.
16-6a-704.16-6a-704 .
- 37 - SB0041 compared with SB0041S02 (a) the nonprofit corporation notifies its members of the place, date, and time of each annual, regular, and special meeting of members:
(ii) if notice is mailed by other than first-class or registered mail, no fewer than 30 days, nor more than 60 days before the meeting date;
and (II)- the35 last- ofS.B. the publications no fewer than 10 days before the meeting date;
and41 (B)Enrolled (I)Copy by(II) publicationthe inlast accordanceof withthe Sectionpublications 45-1-101;no fewer than 10 days before the meeting date;
and (B)(I) by publication in accordance with Section 45-1-101;
(4)(4)(a) (a) Unless otherwise provided by the bylaws, if an annual, regular, or special meeting of members is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place, if the new date, time, or place is announced at the meeting before adjournment.
- 38 - SB0041 compared with SB0041S02 Section 15.
16-6a-1002.16-6a-1002 .
(b) change the information required by [Subsection 16-17-203(1)] Section 16-1a-404, but an- amendment36 is- notEnrolled requiredCopy toS.B. change the information;
41 an amendment is not required to change the information;
(3)(3)(a) (a) Subject to any approval required pursuant to Section 16-6a-1013, if a nonprofit corporation has no members, no members entitled to vote on amendments, or no members yet admitted to membership, one or more amendments to the nonprofit corporation's articles of incorporation may be adopted by:
and (iii)(iii)(A) (A) contain or be accompanied by a copy or summary of the amendment;
- 39 - SB0041 compared with SB0041S02 (i) by a majority of the incorporators, until directors have been chosen;
16-6a-1006.16-6a-1006 .
(1)(1)(a) (a) The board of directors may restate the articles of incorporation at any time with or without member action.
(b) The incorporators of a nonprofit corporation may restate the articles of incorporation at- any37 time- ifS.B. the nonprofit corporation:
41 Enrolled Copy at any time if the nonprofit corporation:
(2)(2)(a) (a) The restatement may include one or more amendments to the articles of incorporation.
(3)(3)(a) (a) If the board of directors submits a restatement for member action, the nonprofit corporation shall give notice, in accordance with Section 16-6a-704, to each member entitled to vote on the restatement of the members' meeting at which the restatement will be voted upon.
- 40 - SB0041 compared with SB0041S02 (d) if the restatement was adopted by the board of directors or incorporators without member action, a statement to that effect and that member action was not required;
(5) Upon filing by the division or at any later effective date determined pursuant to Section [16-6a-108][ 16-6a-108] 16-1a-204, restated articles of incorporation supersede the original articles of incorporation and all prior amendments to the original articles of incorporation.
16-6a-1008.7.16-6a-1008.7 .
(1)(1)(a) (a) A domestic nonprofit corporation may convert to a domestic limited liability company subject to [Title 48, Chapter 3a, Utah Revised Uniform Limited Liability Company- Act]38 Chapter- 20,Enrolled UtahCopy RevisedS.B. Uniform Limited Liability Company Act, pursuant to Section [48-3a-1405] {16-20-1305} 16-20-1205, by complying with:
41 Company Act] Chapter 20, Utah Revised Uniform Limited Liability Company Act, pursuant to Section [48-3a-1405] 16-20-1205, by complying with:
or - 41 - SB0041 compared with SB0041S02 (B) if the nonprofit domestic corporation does not have voting members, by a majority of:
and (b) complying with Section [48-3a-1041] 16-1a-902, pursuant to Section [48-3a-1405] {16-20-1305} 16-20-1205.
Section- 18.39 - S.B.
41 Enrolled Copy Section 18.
16-6a-1404.16-6a-1404 .
(2)(2)(a) (a) Except as provided in Subsection (2)(b), revocation of dissolution shall be authorized in the same manner as the dissolution was authorized.
(3)(3)(a) (a) After the revocation of dissolution is authorized, the nonprofit corporation may revoke the dissolution by delivering to the division for filing, within 120 days after the effective date of dissolution:
- 42 - SB0041 compared with SB0041S02 (iv) if, pursuant to Subsection (2), the directors or the incorporators revoked a dissolution authorized under Section 16-6a-1401, a statement that the revocation of dissolution was authorized by the directors or the incorporators, as the case may be;
(4)(4)(a) (a) Revocation of dissolution is effective as provided in [Subsection 16-6a-108(1)] Section 16-1a-205.
(a)- the40 revocation- relatesEnrolled backCopy toS.B. and takes effect as of the effective date of the dissolution;
41 (a) the revocation relates back to and takes effect as of the effective date of the dissolution;
{Section 18.
Section 16-6a-1412 is amended to read:
} 16-6a-1412.
Reinstatement following administrative dissolution -- Reinstatement after voluntary dissolution.
(1) A nonprofit corporation administratively dissolved under Section 16-6a-1411 may apply to the division for reinstatement under the nonprofit corporation's same name at any time after the effective date of dissolution if the nonprofit corporation's name is available and the nonprofit corporation delivers to the division for filing an application for reinstatement that:
(a) states:
(i) the effective date of the nonprofit corporation's administrative dissolution and the nonprofit corporation's corporate name on the effective date of dissolution;
(ii) that the ground or grounds for dissolution:
(A) did not exist;
or (B) have been eliminated;
(iii) the corporate name under which the nonprofit corporation is being reinstated;
(iv) the corporate name that satisfies the requirements of Section [16-6a-401] 16-1a-302;
- 43 - SB0041 compared with SB0041S02 (v) that the nonprofit corporation has paid all fees or penalties imposed under this chapter or other applicable state law;
(vi) that the nonprofit corporation:
(A) has paid any taxes, fees, or penalties owed to the State Tax Commission;
or (B) is current on a payment plan with the State Tax Commission for any taxes, fees, or penalties owed to the State Tax Commission;
(vii) the address of the nonprofit corporation's registered office;
(viii) the name of the nonprofit corporation's registered agent at the office stated in Subsection (1)(a) (vii);
(ix) the federal employer identification number of the nonprofit corporation;
and (x) any additional information the division determines is necessary or appropriate;
and (b) includes the written consent to appointment by the designated registered agent.
(2) A nonprofit corporation administratively dissolved under Section 16-6a-1411 on or after May 1, 2019, but before May 1, 2024, may apply for reinstatement under the nonprofit corporation's same corporate name if the nonprofit corporation's name is available and the nonprofit corporation delivers to the division for filing an application for reinstatement that satisfies the requirements of Subsections (1)(a)(i), (1)(a)(iii) through (x), and (1)(b).
(3) A nonprofit corporation administratively dissolved under Section 16-6a-1411 retains the nonprofit corporation's corporate name and [assumed name] D.B.A., as described in Section [42-2-6.6] 42-2-105, for five years after the day on which the dissolution is effective.
(4) (a) After receiving a nonprofit corporation's application for reinstatement, the division shall:
(i) provide the State Tax Commission with the nonprofit corporation's federal employer identification number;
and (ii) request that the State Tax Commission certify that the nonprofit corporation is in good standing.
(b) The State Tax Commission shall certify that a nonprofit corporation is in good standing if the nonprofit corporation:
(i) has paid all taxes, fees, and penalties the nonprofit corporation owed to the State Tax Commission;
or (ii) is current on a payment plan with the State Tax Commission for all taxes, fees, and penalties the nonprofit corporation owes to the State Tax Commission.
- 44 - SB0041 compared with SB0041S02 (c) If a nonprofit corporation is not in good standing as described in Subsection (4)(b), the State Tax Commission shall:
(i) notify the division, stating that the nonprofit corporation is not in good standing;
and (ii) notify the nonprofit corporation, explaining in detail why the nonprofit corporation is not in good standing.
(5) (a) The division shall revoke the administrative dissolution if:
(i) the division determines that the application for reinstatement contains the information required under Subsection (1) or (2);
(ii) the division determines that the information in the application is correct;
and (iii) the State Tax Commission certifies that the nonprofit corporation is in good standing as described in Subsection (4)(b).
(b) The division shall mail written notice of the revocation to the nonprofit corporation in the manner provided in Subsection 16-6a-1411(5) stating the effective date of the dissolution.
(6) When the reinstatement is effective:
(a) the reinstatement relates back to and takes effect as of the effective date of the administrative dissolution;
(b) the nonprofit corporation may carry on the nonprofit corporation's activities, under the name provided in the application for reinstatement, as if the administrative dissolution had never occurred;
and (c) an act of the nonprofit corporation during the period of dissolution is effective and enforceable as if the administrative dissolution had never occurred.
(7) (a) The division may make rules for the reinstatement of a nonprofit corporation voluntarily dissolved.
(b) The rules made under Subsection (7)(a) shall be substantially similar to the requirements of this section for reinstatement of a nonprofit corporation that is administratively dissolved.
{Section 19.
Section 16-6a-1503 is amended to read:
} 16-6a-1503.
Application for authority to conduct affairs.
(1) A foreign nonprofit corporation may apply for authority to conduct affairs in this state by delivering to the division for filing an application for authority to conduct affairs setting forth:
(a) its corporate name and its assumed corporate name, if any;
- 45 - SB0041 compared with SB0041S02 (b) the name of the state or country under whose law it is incorporated;
(c) its date of incorporation;
(d) its period of duration;
(e) the street address of its principal office;
(f) the information required by [Subsection 16-17-203(1)] Section 16-1a-404;
(g) the names and usual business addresses of its current directors and officers;
(h) the date it commenced or expects to commence conducting affairs in this state;
and (i) the additional information the division determines is necessary or appropriate to determine whether the application for authority to conduct affairs should be filed.
(2) With the completed application required by Subsection (1) the foreign nonprofit corporation shall deliver to the division for a certificate of existence, or a document of similar import that is:
(a) authenticated by the division or other official having custody of corporate records in the state or country under whose law it is incorporated;
and (b) dated within 90 days before the day on which the application for authority to conduct affairs is filed.
(3) The foreign nonprofit corporation shall include in the application for authority to conduct affairs, or in an accompanying document, written consent to appointment by its designated registered agent.
(4) Beginning January 1, 2025, a foreign nonprofit corporation that is a charitable organization, unless exempted by Section 13-22-15, shall file the information described in Section 13-22-15 in the form described in Section 13-22-15.
(5) (a) The division may permit a tribal nonprofit corporation to apply for authority to conduct affairs in this state in the same manner as a nonprofit corporation incorporated in another state.
(b) If a tribal nonprofit corporation elects to apply for authority to conduct affairs in this state, for purposes of this chapter, the tribal nonprofit corporation shall be treated in the same manner as a foreign nonprofit corporation incorporated under the laws of another state.
{Section 20.
Section 16-6a-1504 is amended to read:
} 16-6a-1504.
Amended application for authority to conduct affairs.
(1) A foreign nonprofit corporation authorized to conduct affairs in this state shall deliver an amended application for authority to conduct affairs to the division for filing if the foreign nonprofit corporation changes:
(a) its corporate name;
- 46 - SB0041 compared with SB0041S02 (b) its assumed corporate name;
(c) the period of its duration;
(d) the state or country of its incorporation;
or (e) any of the information required by [Subsection 16-17-203(1)] Section 16-1a-404.
(2) The requirements of Section 16-6a-1503 for filing an original application for authority to conduct affairs apply to filing an amended application for authority to conduct affairs under this section.
{Section 21.
Section 16-6a-1506 is amended to read:
} 16-6a-1506.
Corporate name and assumed corporate name of foreign nonprofit corporation.
(1) (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] 16-1a-302, 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] 16-1a-302.
(b) Section [16-6a-401] 16-1a-302 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)] Section 16-1a-302, 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.
- 47 - SB0041 compared with SB0041S02 (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] 16-1a-302, 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.
{Section 22.
Section 16-6a-1507 is amended to read:
} 16-6a-1507.
Registered name of foreign nonprofit corporation.
(1) (a) A foreign nonprofit corporation may register its corporate name as provided in this section if the name would be available for use as a corporate name for a domestic nonprofit corporation under Section [16-6a-401] 16-1a-302.
(b) If the foreign nonprofit corporation's corporate name would not be available for use as a corporate name for a domestic nonprofit corporation, the foreign nonprofit corporation may register its corporate name modified by the addition of any of the following words or abbreviations, if the modified name would be available for use under Section [16-6a-401] 16-1a-302:
(i) "corporation";
(ii) "incorporated";
(iii) "company";
(iv) "corp.";
(v) "inc.";
or (vi) "co." (2) A foreign nonprofit corporation registers its corporate name, or its corporate name with any addition permitted by Subsection (1), by delivering to the division for filing an application for registration:
(a) setting forth:
(i) its corporate name;
(ii) the name to be registered that shall meet the requirements of Section [16-6a-401] 16-1a-302 that apply to domestic nonprofit corporations;
(iii) the state or country and date of incorporation;
and - 48 - SB0041 compared with SB0041S02 (iv) a brief description of the nature of the business in which it is engaged;
and (b) accompanied by a certificate of existence, or a document of similar import from the state or country of incorporation as evidence that the foreign nonprofit corporation is in existence or has authority to conduct affairs under the laws of the state or country in which it is organized.
(3) (a) A name is registered for the applicant upon the effective date of the application.
(b) An initial registration is effective for one year.
(4) (a) A foreign nonprofit corporation that has in effect a registration of its corporate name as permitted by Subsection (1) may renew the registration by delivering to the division for filing a renewal application for registration, that complies with the requirements of Subsection (2).
(b) When filed, the renewal application for registration renews the registration for the year following filing.
(5) (a) A foreign nonprofit corporation that has in effect registration of its corporate name may:
(i) apply for authority to conduct affairs in this state under the registered name in accordance with the procedure set forth in this part;
or (ii) assign the registration to another foreign nonprofit corporation by delivering to the division for filing an assignment of the registration that states:
(A) the registered name;
(B) the name of the assigning foreign nonprofit corporation;
(C) the name of the assignee;
and (D) the assignee's application for registration of the name.
(b) The assignee's application for registration of the name required by Subsection (5)(a) shall meet the requirements of this part.
(6) (a) A foreign nonprofit corporation that has in effect registration of its corporate name may terminate the registration at any time by delivering to the division for filing a statement of termination:
(i) setting forth the corporate name;
and (ii) stating that the registration is terminated.
- 49 - SB0041 compared with SB0041S02 (b) A registration automatically terminates upon the filing of an application for authority to conduct affairs in this state under the registered name.
(7) The registration of a corporate name under Subsection (1) constitutes authority by the division to file an application meeting the requirements of this part for authority to conduct affairs in this state under the registered name, but the authorization is subject to the limitations applicable to corporate names as set forth in Section 16-6a-403.
{Section 23.
Section 16-6a-1518 is amended to read:
} 16-6a-1518.
Domestication of foreign nonprofit corporations.
(1) (a) Any foreign nonprofit corporation may become a domestic nonprofit corporation:
(i) by delivering to the division for filing articles of domestication meeting the requirements of Subsection (2);
(ii) if the board of directors of the foreign nonprofit corporation adopts the articles of domestication;
and (iii) [its ] if the foreign nonprofit corporation's members, if any, approve the domestication.
(b) The adoption and approval of the domestication shall be in accordance with the consent requirements of Section 16-6a-1003 for amending articles of incorporation.
(2) (a) The articles of domestication shall meet the requirements applicable to articles of incorporation set forth in Sections [16-6a-105] 16-1a-202 and 16-6a-202, except that:
(i) the articles of domestication need not name, or be signed by, the incorporators of the foreign nonprofit corporation;
and (ii) any reference to the foreign nonprofit corporation's registered office, registered agent, or directors shall be to:
(A) the registered office and agent in Utah;
and (B) the directors in office at the time of filing the articles of domestication.
(b) The articles of domestication shall set forth:
(i) the date on which and jurisdiction where the foreign nonprofit corporation was first formed, incorporated, or otherwise came into being;
(ii) the name of the foreign nonprofit corporation immediately prior to the filing of the articles of domestication;
- 50 - SB0041 compared with SB0041S02 (iii) any jurisdiction that constituted the seat, location of incorporation, principal place of business, or central administration of the foreign nonprofit corporation immediately prior to the filing of the articles of domestication;
and (iv) a statement that the articles of domestication were:
(A) adopted by the foreign nonprofit corporation's board of directors;
and (B) approved by its members, if any.
(3) (a) Upon the filing of articles of domestication with the division, the foreign nonprofit corporation shall:
(i) be domesticated in this state;
(ii) be subject to all of the provisions of this chapter after the date of filing the articles of domestication;
and (iii) continue as if it had been incorporated under this chapter.
(b) Notwithstanding any other provisions of this chapter, the existence of the foreign nonprofit corporation shall be considered to have commenced on the date the foreign nonprofit corporation commenced its existence in the jurisdiction in which the foreign nonprofit corporation was first formed, incorporated, or otherwise came into being.
(4) The articles of domestication, upon filing with the division, shall:
(a) become the articles of incorporation of the foreign nonprofit corporation;
and (b) be subject to amendments or restatement the same as any other articles of incorporation under this chapter.
(5) The domestication of any foreign nonprofit corporation in this state may not be considered to affect any obligation or liability of the foreign nonprofit corporation incurred prior to its domestication.
(6) The filing of the articles of domestication may not affect the choice of law applicable to the foreign nonprofit corporation, except that from the date the articles of domestication are filed, the law of Utah, including the provisions of this chapter, shall apply to the foreign nonprofit corporation to the same extent as if the foreign nonprofit corporation had been incorporated as a domestic nonprofit corporation of this state on that date.
16-6a-1601.16-6a-1601 .
- 51 - SB0041 compared with SB0041S02 (b) a record of all actions taken by the members or board of directors without a meeting;
(h) a copy of its most recent annual report delivered to the division under Section [16-6a-1607][ 16-1a-212;- 41 - S.B.
41 Enrolled Copy 16-6a-1607] 16-1a-212;
{Section 24.
Section 16-6a-1607 is amended to read:
} 16-6a-1607.
Annual report for division.
(1) Each domestic nonprofit corporation, and each foreign nonprofit corporation authorized to conduct affairs in this state, shall deliver to the division for filing an annual report on a form provided by the division that sets forth:
(a) - 52 - SB0041 compared with SB0041S02 (i) the corporate name of the domestic or foreign nonprofit corporation;
and (ii) any assumed corporate name of the foreign nonprofit corporation;
(b) the jurisdiction under whose law it is incorporated;
(c) the information required by Subsection [16-17-203(1)] 16-1a-404(1);
(d) the street address of its principal office, wherever located;
and (e) the names and addresses of its directors and principal officers.
(2) The division shall deliver a copy of the prescribed form of annual report to each domestic nonprofit corporation and each foreign nonprofit corporation authorized to conduct affairs in this state.
(3) Information in the annual report shall be current as of the date the annual report is executed on behalf of the nonprofit corporation.
(4) (a) The annual report of a domestic or foreign nonprofit corporation shall be delivered annually to the division no later than 60 days past the date the report was mailed by the division.
(b) Proof to the satisfaction of the division that the nonprofit corporation has mailed an annual report form is considered in compliance with this Subsection (4).
(5) (a) If an annual report contains the information required by this section, the division shall file it.
(b) If an annual report does not contain the information required by this section, the division shall promptly notify the reporting domestic or foreign nonprofit corporation in writing and return the annual report to it for correction.
(c) If an annual report that is rejected under Subsection (5)(b) was otherwise timely filed and is corrected to contain the information required by this section and delivered to the division within 30 days after the effective date of the notice of rejection, the annual report is considered to be timely filed.
(6) The fact that an individual's name is signed on an annual report form is prima facie evidence for division purposes that the individual is authorized to certify the report on behalf of the nonprofit corporation.
(7) The annual report form provided by the division may be designed to provide a simplified certification by the nonprofit corporation if no changes have been made in the required information from the last preceding report filed.
- 53 - SB0041 compared with SB0041S02 (8) A domestic or foreign nonprofit corporation may, but may not be required to, deliver to the division for filing an amendment to its annual report reflecting any change in the information contained in its annual report as last amended.
16-6a-1701.16-6a-1701 .
and (d) to actions taken by the directors, officers, and members of the entities described in Subsections (1)(1)(a), (a), (b), and (c) after April 30, 2001.
16-7-12.16-7-12 .
- 54 - SB0041 compared with SB0041S02 (1) A corporation sole may be dissolved and its affairs wound up voluntarily by filing with the- Division42 of- CorporationsEnrolled andCopy CommercialS.B. Code articles of dissolution, fully executed and signed under penalty of perjury, by the chief officer of the corporation.
41 the Division of Corporations and Commercial Code articles of dissolution, fully executed and signed under penalty of perjury, by the chief officer of the corporation.
16-7-15.16-7-15 .
(1)(1)(a) - 55 - SB0041 compared with SB0041S02 (a) A corporation sole altering, amending, or restating its articles of incorporation on or after May 3, 2004, shall continuously maintain with the Division of Corporations and- Commercial43 Code- theS.B. name, title, and Utah street address of an official representative for the corporation sole.
41 Enrolled Copy and Commercial Code the name, title, and Utah street address of an official representative for the corporation sole.
(2)(2)(a) (a) A corporation sole formed under this chapter may maintain a registered office and registered agent in Utah by complying with [Title 16, Chapter 17, Model Registered Agents Act] Chapter 1a, Part 4, Registered Agent of an Entity.
16-10a-102.16-10a-102 .
(1)(1)(a) (a) "Address" means a location where mail can be delivered by the United States Postal Service.
- 56 - SB0041 compared with SB0041S02 (ii) a rural free delivery route number;
(2) "Affiliate" means a person that directly or indirectly through one or more intermediaries controls,- or44 is- controlledEnrolled by,Copy orS.B. is under common control with, the person specified.
41 controls, or is controlled by, or is under common control with, the person specified.
or - 57 - SB0041 compared with SB0041S02 (b) the name of a foreign corporation or a foreign nonprofit corporation as stated in its articles of incorporation or document of similar import.
(12) "Deliver" includes delivery by mail or another means of transmission authorized by Section- 16-10a-103,45 except- thatS.B. delivery to the division means actual receipt by the division.
(13)41 (a)Enrolled "Distribution"Copy meansSection the16-10a-103, followingexcept bythat adelivery corporation to or for the benefitdivision ofmeans itsactual shareholdersreceipt inby respect of any of the corporation'sdivision. shares:
(13)(a) "Distribution" means the following by a corporation to or for the benefit of its shareholders in respect of any of the corporation's shares:
- 58 - SB0041 compared with SB0041S02 (e) a business trust;
(k)- the46 United- States;Enrolled Copy S.B.
41 (k) the United States;
and - 59 - SB0041 compared with SB0041S02 (c) a criminal, administrative, or investigatory action.
or (iii)- a47 person- referredS.B. to in Subsections (27)(b)(i) and (ii).
41 Enrolled Copy (iii) a person referred to in Subsections (27)(b)(i) and (ii).
(29)(29)(a) (a) "Record date" means the date established under Part 6, Shares and Distributions, or Part 7, Shareholders, on which a corporation determines the identity of its shareholders.
- 60 - SB0041 compared with SB0041S02 (c) the spouse of a child, grandchild, sibling, or parent of the director;
and (ii)- the48 other- recordsEnrolled andCopy informationS.B. required to be kept by the corporation by Section 16-10a-830;
41 (ii) the other records and information required to be kept by the corporation by Section 16-10a-830;
(34)(34)(a) (a) "Shareholder" means:
(A)(A)(I) (I) three or fewer coowners;
- 61 - SB0041 compared with SB0041S02 (35) "Subscriber" means a person who subscribes for shares in a corporation, whether before or after incorporation.
(38)- (a)49 "Voting- group"S.B. means all shares of one or more classes or series that under the articles of incorporation or this chapter are entitled to vote and be counted together collectively on a matter at a meeting of shareholders.
41 Enrolled Copy (38)(a) "Voting group" means all shares of one or more classes or series that under the articles of incorporation or this chapter are entitled to vote and be counted together collectively on a matter at a meeting of shareholders.
16-10a-128.16-10a-128 .
- 62 - SB0041 compared with SB0041S02 (d) that its most recent annual report required by Section [16-10a-1607] 16-1a-212 has been filed by the division;
16-10a-202.16-10a-202 .
(b) a corporate name for the corporation that satisfies the requirements of Section [16-10a-401][ 16-10a-401] 16-1a-302;
(c)- the50 number- ofEnrolled sharesCopy theS.B. corporation is authorized to issue;
41 (c) the number of shares the corporation is authorized to issue;
(3) It shall be sufficient under Subsection (1)(a) to state, either alone or with other purposes, that the purpose of the corporation is to engage in any lawful act or activity for which corporations may be - 63 - SB0041 compared with SB0041S02 organized under this chapter, and by such statement all lawful acts and activities shall be within the purposes of the corporation, except for express limitations, if any.
(6)(6)(a) (a) If this chapter conditions any matter upon the presence of a provision in the bylaws, the condition is satisfied if the provision is present either in the articles of incorporation or the bylaws.
16-10a-203.- 51 - S.B.
41 Enrolled Copy 16-10a-203 .
16-10a-1002.16-10a-1002 .
- 64 - SB0041 compared with SB0041S02 (c) change each issued and unissued authorized share of a class into a greater number of whole shares if the corporation has only shares of that class outstanding;
16-10a-1007.16-10a-1007 .
(2)- The52 restatement- mayEnrolled includeCopy oneS.B. or more amendments to the articles of incorporation.
41 (2) The restatement may include one or more amendments to the articles of incorporation.
and - 65 - SB0041 compared with SB0041S02 (e) if the restatement was adopted by the board of directors or incorporators without shareholder action, a statement as to how the restatement was adopted and that shareholder action was not required.
(5) Upon filing by the division or at any later effective date determined pursuant to Section [16-10a-123][ 16-10a-123] 16-1a-204, restated articles of incorporation supersede the original articles of incorporation and all prior amendments to them.
16-10a-1008.7.16-10a-1008.7 .
(1)(1)(a) (a) A corporation may convert to a domestic limited liability company subject to [Title[ Title 48, Chapter 3a, Utah Revised Uniform Limited Liability Company Act] Chapter 20, Utah Revised Uniform Limited Liability Company Act, as appropriate pursuant to Section [48-3a-1405] {16-20-1305} 16-20-1205 by complying with:
(i)- comply53 with- SectionsS.B. [48-3a-1045] 16-1a-906 and [48-3a-1046] 16-1a-907;
41 Enrolled Copy (i) comply with Sections [48-3a-1045] 16-1a-906 and [48-3a-1046] 16-1a-907;
- 66 - SB0041 compared with SB0041S02 (a) filing articles of incorporation in accordance with this chapter;
and (b) complying with Section [48-3a-1041] 16-1a-902, as appropriate pursuant to Section [48-3a-1405][ {16-20-1305}48-3a-1405] 16-20-1205.
16-10a-1104.16-10a-1104 .
(c) the manner and basis of converting the shares of each corporation into shares, obligations, or other securities of the surviving or any other corporation or into money- or54 other- propertyEnrolled inCopy wholeS.B. or part;
41 money or other property in whole or part;
If all the provisions are not met, the approval of the shareholders of the parent shall be sought in the manner provided in [Subsections[ Subsections 16-10a-1103(1) through (6)] Section 16-1a-704.
-16-10a-1302 67. - SB0041 compared with SB0041S02 16-10a-1302.
(c) consummation of a sale, lease, exchange, or other disposition of all, or substantially all, of the property of the corporation for which a shareholder vote is required under Subsection- 16-10a-1202(1),55 but- notS.B. including a sale for cash pursuant to a plan by which all or substantially all of the net proceeds of the sale will be distributed to the shareholders within one year after the date of sale;
41 Enrolled Copy Subsection 16-10a-1202(1), but not including a sale for cash pursuant to a plan by which all or substantially all of the net proceeds of the sale will be distributed to the shareholders within one year after the date of sale;
- 68 - SB0041 compared with SB0041S02 (b) the record date fixed under Section 16-10a-704 to determine shareholders entitled to sign writings consenting to the proposed corporate action;
(b) shares of a corporation which at the effective date of the plan of merger or share exchange either will be listed on a national securities exchange registered under the federal Securities Exchange Act of 1934, as amended, or on the National Market System of the National Association of Securities Dealers Automated Quotation System,- or56 will- beEnrolled heldCopy ofS.B. record by more than 2,000 shareholders;
41 System, or will be held of record by more than 2,000 shareholders;
16-10a-1404.16-10a-1404 .
- 69 - SB0041 compared with SB0041S02 (e) if pursuant to Subsection (2) the corporation's board of directors revoked a dissolution approved by the shareholders, a statement that the revocation was permitted by action by the board of directors alone pursuant to that authorization;
A provision may not be made for a delayed effective date for revocation [pursuant[ pursuant to Subsection 16-10a-123(2)] in accordance with Section 16-1a-204.
(5) When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation may carry on its business as if dissolution- had57 never- occurred.S.B.
{Section41 35.Enrolled Copy dissolution had never occurred.
Section 16-10a-1421 is amended to read:
} 16-10a-1421.
Procedure for and effect of administrative dissolution.
(1) If the division determines that one or more grounds exist under Section 16-10a-1420 for dissolving a corporation, it shall mail the corporation written notice of:
(a) the division's determination that one or more grounds exist for dissolving;
and (b) the grounds for dissolving the corporation.
(2) (a) If the corporation does not correct each ground for dissolution, or demonstrate to the reasonable satisfaction of the division that each ground does not exist, within 60 days after mailing the notice provided by Subsection (1), the division shall administratively dissolve the corporation.
(b) If a corporation is dissolved under Subsection (2)(a), the division shall mail written notice of the administrative dissolution to the dissolved corporation, stating the date of dissolution specified in Subsection (2)(d).
(c) The division shall mail a copy of the notice of administrative dissolution to:
(i) the last registered agent of the dissolved corporation;
or (ii) if there is no registered agent of record, at least one officer of the corporation.
(d) A corporation's date of dissolution is five days after the date the division mails the written notice of dissolution under Subsection (2)(b).
- 70 - SB0041 compared with SB0041S02 (e) On the date of dissolution, any assumed names filed on behalf of the dissolved corporation under [Title 42, Chapter 2, Conducting Business Under Assumed Name] Title 42, Chapter 2, Conducting Business as a D.B.A., are canceled.
(f) Notwithstanding Subsection (2)(e), the name of the corporation that is dissolved and any assumed names filed on its behalf are not available for two years from the date of dissolution for use by any other person:
(i) transacting business in this state;
or (ii) doing business under an assumed name under [Title 42, Chapter 2, Conducting Business Under Assumed Name] Title 42, Chapter 2, Conducting Business as a D.B.A.
(g) Notwithstanding Subsection (2)(e), if the corporation that is dissolved is reinstated in accordance with Section 16-10a-1422, the registration of the name of the corporation and any assumed names filed on its behalf are reinstated back to the date of dissolution.
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Action History
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Governor Signed
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Senate/ to Governor
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Senate/ received enrolled bill from Printing
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Senate/ enrolled bill to Printing
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Enrolled Bill Returned to House or Senate
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Draft of Enrolled Bill Prepared
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Bill Received from Senate for Enrolling
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Senate/ signed by President/ sent for enrolling
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Senate/ received from House
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House/ to Senate
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House/ signed by Speaker/ returned to Senate
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House/ received from Senate
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Senate/ to House
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Senate/ concurs with House amendment
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Senate/ uncircled
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Senate/ circled
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Senate/ placed on Concurrence Calendar
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Senate/ received from House
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House/ to Senate
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House/ passed 3rd reading
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House/ uncircled
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House/ circled
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House/ 3rd reading
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House/ 2nd reading
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House/ comm rpt/ substituted [House Business, Labor, and Commerce Committee]
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House Comm - Favorable Recommendation [House Business, Labor, and Commerce Committee]
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House Comm - Substitute Recommendation [House Business, Labor, and Commerce Committee]
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House/ to standing committee [House Business, Labor, and Commerce Committee]
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LFA/ fiscal note publicly available for SB0041S02
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LFA/ fiscal note sent to sponsor for SB0041S02
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LFA/ bill sent to agencies for fiscal input for SB0041S02
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LFA/ bill assigned to staff for fiscal analysis for SB0041S02
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House/ 1st reading (Introduced)
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House/ received from Senate
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Senate/ to House
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Senate/ passed 2nd & 3rd readings/ suspension
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Senate/ substituted
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Senate/ uncircled
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Senate/ circled
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Senate/ 2nd & 3rd readings/ suspension
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LFA/ fiscal note publicly available for SB0041S01
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LFA/ fiscal note sent to sponsor for SB0041S01
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LFA/ bill sent to agencies for fiscal input for SB0041S01
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LFA/ bill assigned to staff for fiscal analysis for SB0041S01
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Senate/ placed on 2nd Reading Calendar
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Senate/ 1st reading (Introduced)
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Senate/ received fiscal note from Fiscal Analyst
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LFA/ fiscal note publicly available for SB0041
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LFA/ fiscal note sent to sponsor for SB0041
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Senate/ received bill from Legislative Research
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LFA/ bill sent to agencies for fiscal input for SB0041
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LFA/ bill assigned to staff for fiscal analysis for SB0041
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Numbered Bill Publicly Distributed
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Bill Numbered but not Distributed
Sponsors
- David Shallenberger · Cosponsor
- Evan J. Vickers · Primary
Sponsorship breakdown
Export CSV (upgrade) →1 sponsors · 1 co-sponsors · 102 not signed on
Sponsors (1)
- Evan J. Vickers Republican
Co-sponsors (1)
- Shallenberger, David
Not signed on (102)
102 members have not signed on to this bill.
Show all 102 →"Not signed on" means a member has not sponsored or co-sponsored this bill — it does not imply opposition. Members flagged Voted No have a recorded No vote on this bill.
Subjects
Frequently asked questions
- Who sponsors SB 41?
- SB 41 is sponsored by Shallenberger, David and Evan J. Vickers (Republican).
- What is the current status of SB 41?
- This bill has been enacted into law. Introduced December 22, 2025. Enacted.
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- Track SB 41 free on One Click Politics — get push/email alerts when it moves.
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