Utah Code 16-6a-1105. Merger with foreign nonprofit corporation
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(1) One or more domestic nonprofit corporations may merge with one or more foreign nonprofit corporations if:
Terms Used In Utah Code 16-6a-1105
- 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 16-6a-102
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- domestic nonprofit corporation: means an entity that:
(37)(a) is not a foreign nonprofit corporation; and(37)(b) is incorporated under or subject to this chapter. See Utah Code 16-6a-102- Foreign nonprofit corporation: means an entity:
(28)(a) incorporated under a law other than the laws of this state; and(28)(b) that would be a nonprofit corporation if formed under the laws of this state. See Utah Code 16-6a-102- mailing: includes registered or certified mail for which the proper fee is paid. See Utah Code 16-6a-102
- Notice: means the same as that term is defined in Section
16-6a-103 . See Utah Code 16-6a-102- Principal office: means :
(41)(a) the office, in or out of this state, designated by a domestic or foreign nonprofit corporation as its principal office in the most recent document on file with the division providing that information, including:(41)(a)(i) an annual report;(41)(a)(ii) an application for a certificate of authority; or(41)(a)(iii) a notice of change of principal office; or(41)(b) if no principal office can be determined, a domestic or foreign nonprofit corporation's registered office. See Utah Code 16-6a-102- Proceeding: includes :
(42)(a) a civil suit;(42)(b) arbitration;(42)(c) mediation;(42)(d) a criminal action;(42)(e) an administrative action; or(42)(f) an investigatory action. See Utah Code 16-6a-102- Process: means a writ or summons issued in the course of a judicial proceeding. 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
(1)(a) the merger is permitted by the law of the state or country under whose law each foreign nonprofit corporation is incorporated;(1)(b) each foreign nonprofit corporation complies with the provisions of the law described in Subsection (1)(a) in effecting the merger;(1)(c) if the foreign nonprofit corporation is the surviving nonprofit corporation of the merger, the foreign nonprofit corporation:(1)(c)(i) complies with Section 16-6a-1103; and(1)(c)(ii) in addition to the information required by Section 16-6a-1103, provides the address of its principal office; and(1)(d) each domestic nonprofit corporation complies with:(1)(d)(i) the applicable provisions of Sections 16-6a-1101 and 16-6a-1102; and(1)(d)(ii) if it is the surviving nonprofit corporation of the merger, with Section 16-6a-1103.(2) Upon the merger taking effect, a surviving foreign nonprofit corporation of a merger may be served with process in any proceeding brought against it as provided in Section 16-17-301.(3) Service effected pursuant to Subsection (2) is perfected at the earliest of:(3)(a) the date the foreign nonprofit corporation receives the process, notice, or demand;(3)(b) the date shown on the return receipt, if signed on behalf of the foreign nonprofit corporation; 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 nonprofit corporation of a merger.