Utah Code 16-10a-1501. Authority to transact business required
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(1) A foreign corporation may not transact business in this state until its application for authority to transact business is filed by the division. This applies to foreign corporations that conduct a business governed by other statutes of this state only to the extent this part is not inconsistent with those other statutes.
Terms Used In Utah Code 16-10a-1501
- Contract: A legal written agreement that becomes binding when signed.
- 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 16-10a-102
- Foreign corporation: means a corporation for profit incorporated under a law other than the law of this state. See Utah Code 16-10a-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.
- Lien: A claim against real or personal property in satisfaction of a debt.
- Mortgagee: The person to whom property is mortgaged and who has loaned the money.
- Notice: is a s provided in Section 16-10a-103. See Utah Code 16-10a-102
- Personal property: All property that is not real property.
- Personal property: includes :(25)(a) money;(25)(b) goods;(25)(c) chattels;(25)(d) effects;(25)(e) evidences of a right in action;(25)(f) a written instrument by which a pecuniary obligation, right, or title to property is created, acknowledged, transferred, increased, defeated, discharged, or diminished; and(25)(g) a right or interest in an item described in Subsections (25)(a) through (f). See Utah Code 68-3-12.5
- Proceeding: includes :
(26)(a) a civil suit;(26)(b) arbitration or mediation; and(26)(c) a criminal, administrative, or investigatory action. See Utah Code 16-10a-102- Process: means a writ or summons issued in the course of a judicial proceeding. See Utah Code 68-3-12.5
- Property: includes both real and personal property. See Utah Code 68-3-12.5
- State: when applied to the different parts of the United States, includes a state, district, or territory of the United States. See Utah Code 68-3-12.5
(2) The following, nonexhaustive list of activities does not constitute “transacting business” within the meaning of Subsection (1):(2)(a) maintaining, defending, or settling in its own behalf any legal proceeding;(2)(b) holding meetings of the board of directors, shareholders, or otherwise carrying on activities concerning internal corporate affairs;(2)(c) maintaining bank accounts;(2)(d) maintaining offices or agencies for the transfer, exchange, and registration of its own securities or maintaining trustees or depositories with respect to those securities;(2)(e) selling through independent contractors;(2)(f) soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts;(2)(g) creating as borrower or lender or acquiring indebtedness, mortgages, or security interests in real or personal property;(2)(h) securing or collecting debts in its own behalf or enforcing mortgages or security interests in property securing such debts;(2)(i) owning, without more, real or personal property;(2)(j) conducting an isolated transaction that is completed within 30 days and that is not one in the course of repeated transactions of a like nature;(2)(k) transacting business in interstate commerce;(2)(l) acquiring, in transactions outside this state or in interstate commerce, of conditional sales contracts or of debts secured by mortgages or liens on real or personal property in this state, collecting or adjusting of principal or interest payments on the contracts, mortgages, or liens, enforcing or adjusting any rights provided for in conditional sales contracts or securing the described debts, taking any actions necessary to preserve and protect the interest of the conditional vendor in the property covered by a conditional sales contract or the interest of the mortgagee or holder of the lien in such security, or any combination of such transactions; and(2)(m) any other activities not considered to constitute transacting business in this state in the discretion of the division.(3) Nothing in this section limits or affects the right to subject a foreign corporation which does not, or is not required to, have authority to transact business in this state to the jurisdiction of the courts of this state or to serve upon any foreign corporation any process, notice, or demand required or permitted by law to be served upon a corporation pursuant to any applicable provision of law or pursuant to any applicable rules of civil procedure. - Proceeding: includes :