Utah Code 16-10a-1107. Merger or share exchange with foreign corporations
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(1) A domestic corporation may merge with a foreign entity or enter into a share exchange with a foreign corporation if:
Terms Used In Utah Code 16-10a-1107
- Address: includes :(1)(b)(i) a post office box number;(1)(b)(ii) a rural free delivery route number; and(1)(b)(iii) a street name and number. See Utah Code 16-10a-102
- Appraisal: A determination of property value.
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- domestic corporation: means a corporation for profit that:
(11)(a) is not a foreign corporation; and(11)(b) is incorporated under or subject to this chapter. See Utah Code 16-10a-102- Entity: includes :
(19)(a) a domestic and foreign corporation;(19)(b) a nonprofit corporation;(19)(c) a limited liability company;(19)(d) a profit or nonprofit unincorporated association;(19)(e) a business trust;(19)(f) an estate;(19)(g) a partnership;(19)(h) a trust;(19)(i) two or more persons having a joint or common economic interest;(19)(j) a state;(19)(k) the United States; and(19)(l) a foreign government. 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
- mailing: means deposit, deposited, or depositing in the United States mail, properly addressed, first class postage prepaid, and includes registered or certified mail for which the proper fee is paid. See Utah Code 16-10a-102
- Notice: is a s provided in Section 16-10a-103. See Utah Code 16-10a-102
- Principal office: means the office, in or out of this state, designated by a domestic or foreign corporation as its principal office in the most recent document on file with the division providing the information, including:
(25)(a) an annual report;(25)(b) an application for a certificate of authority; or(25)(c) a notice of change of principal office. See Utah Code 16-10a-102- 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
- Service of process: The service of writs or summonses to the appropriate party.
- Share: means the unit into which the proprietary interests in a corporation are divided. See Utah Code 16-10a-102
- State: when applied to the different parts of the United States, includes a state, district, or territory of the United States. See Utah Code 68-3-12.5
(1)(a) in a merger, the merger is permitted by the law of the state or country under whose law the foreign entity is incorporated or organized and the foreign entity complies with that law in effecting the merger;(1)(b) in a share exchange, the corporation whose shares will be acquired is a domestic corporation, whether or not a share exchange is permitted by the law of the state or country under whose law the acquiring corporation is incorporated;(1)(c) the foreign corporation complies with Section 16-10a-1105 if it is the surviving corporation of the merger or the acquiring corporation of the share exchange, and provides, in addition to the information required by Section 16-10a-1105, the address of its principal office; and(1)(d) the domestic corporation complies with:(1)(d)(i) the applicable provisions of Sections 16-10a-1101 through 16-10a-1104; and(1)(d)(ii) if it is the surviving corporation of the merger, Section 16-10a-1105.(2) Upon the merger or share exchange taking effect, the surviving foreign entity of a merger and the acquiring foreign corporation of a share exchange shall either:(2)(a) agree that service of process in a proceeding to enforce the rights of shareholders of each domestic corporation that is a party to the merger who exercise appraisal rights may be made in the manner provided in Section 16-17-301;(2)(b) promptly pay to the dissenting shareholders of each domestic corporation party to the merger or share exchange the amount, if any, to which they are entitled under Part 13, Dissenters’ Rights; and(2)(c) comply with Part 15, Authority of Foreign Corporation to Transact Business, if it is to transact business in this state.(3) Service effected pursuant to Subsection (2) is perfected at the earliest of:(3)(a) the date the foreign entity receives the process, notice, or demand;(3)(b) the date shown on the return receipt, if signed on behalf of the foreign entity; or(3)(c) five days after mailing.(4) Subsection (2) does not prescribe the only means, or necessarily the required means, of serving a surviving foreign entity of a merger or an acquiring foreign corporation in a share exchange.(5) This section does not limit the power of a foreign corporation to acquire all or part of the shares of one or more classes or series of a domestic corporation through a voluntary exchange of shares or otherwise.