Utah Code 48-3a-211. Certificate of existence or registration
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(1) On request of any person, the division shall issue a certificate of existence for a limited liability company or a certificate of registration for a registered foreign limited liability company.
Terms Used In Utah Code 48-3a-211
- Certificate of organization: means the certificate required by Section 48-3a-201. See Utah Code 48-3a-102
- Division: means the Division of Corporations and Commercial Code. See Utah Code 48-3a-102
- Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
- Foreign limited liability company: means an unincorporated entity formed under the law of a jurisdiction other than this state, which would be a limited liability company, including a low-profit limited liability company, if formed under the law of this state. See Utah Code 48-3a-102
- Person: means an individual, business corporation, nonprofit corporation, partnership, limited partnership, limited liability company, limited cooperative association, unincorporated nonprofit association, statutory trust, business trust, common-law business trust, estate, trust, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity. See Utah Code 48-3a-102
- Registered foreign limited liability company: means a foreign limited liability company that is registered to do business in this state pursuant to a statement of registration filed by the division. See Utah Code 48-3a-102
- State: means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States. See Utah Code 48-3a-102
(2) A certificate under Subsection (1) must state:
(2)(a) the limited liability company’s name or the registered foreign limited liability company‘s name used in this state;
(2)(b) in the case of a limited liability company:
(2)(b)(i) that a certificate of organization has been filed and has taken effect;
(2)(b)(ii) the date the certificate of organization became effective;
(2)(b)(iii) the period of the limited liability company’s duration if the records of the division reflect that its period of duration is less than perpetual; and
(2)(b)(iv) that:
(2)(b)(iv)(A) no statement of dissolution, statement of administrative dissolution, or statement of termination has been filed;
(2)(b)(iv)(B) the records of the division do not otherwise reflect that the company has been dissolved or terminated; and
(2)(b)(iv)(C) a proceeding is not pending under Section 48-3a-708;
(2)(c) in the case of a registered foreign limited liability company, that it is registered to do business in this state;
(2)(d) that all fees, taxes, interest, and penalties owed to this state by the limited liability company or foreign limited liability company and collected through the division have been paid, if:
(2)(d)(i) payment is reflected in the records of the division; and
(2)(d)(ii) nonpayment affects the status of the limited liability company or foreign limited liability company with the division;
(2)(e) that the most recent annual report required by Section 48-3a-212 has been delivered to the division for filing; and
(2)(f) other facts reflected in the records of the division pertaining to the limited liability company or foreign limited liability company which the person requesting the certificate reasonably requests.
(3) Subject to any qualification stated in the certificate, a certificate issued by the division under Subsection (1) may be relied upon as conclusive evidence of the facts stated in the certificate.