§ 16-10a-1520 — Withdrawal of foreign corporation.

Utah § 16-10a-1520

• Jurisdiction: Utah
• Title 16: Corporations
• Ch. 16-10a: Utah Revised Business Corporation Act
• Part 16-10a-15: Authority of Foreign Corporation to Transact Business

Text

(1) A foreign corporation authorized to transact business in this state may not withdraw from this state until the foreign corporation's application for withdrawal has been filed by the division.
(2) A foreign corporation authorized to transact business in this state may apply for withdrawal by delivering to the division for filing an application for withdrawal that states:

(2)(a) the foreign corporation's corporate name and assumed name, if any;
(2)(b) the name of the state or country under whose law the foreign corporation is incorporated;
(2)(c) the address of the foreign corporation's principal office, or if none is to be maintained, a statement that the corporation will not maintain a principal office, and if different from the address of the principal office or if no principal office is to be maintained, the address to which service of process may be mailed pursuant to Section 16-10a-1521;
(2)(d) that the corporation is not transacting business in this state and that the foreign corporation surrenders the foreign corporation's authority to transact business in this state;
(2)(e) whether the foreign corporation's registered agent will continue to be authorized to accept service on the foreign corporation's behalf in any proceeding based on a cause of action arising during the time the foreign corporation was authorized to transact business in this state;
(2)(f) the federal employer identification number of the foreign corporation; and
(2)(g) any additional information that the division determines is necessary or appropriate to determine whether the corporation is entitled to withdraw, and to determine and assess any unpaid taxes, fees, and penalties payable by the foreign corporation as prescribed by this chapter.
(3) (3)(a) After receiving a foreign corporation's application for withdrawal, the division shall:
(3)(a)(i) provide the State Tax Commission with the foreign corporation's federal employer identification number; and
(3)(a)(ii) request that the State Tax Commission certify that the foreign corporation is in good standing.
(3)(b) The State Tax Commission shall certify that a foreign corporation is in good standing if the foreign corporation has paid all taxes, fees, and penalties the foreign corporation owed to the State Tax Commission.
(3)(c) If a foreign corporation is not in good standing as described in Subsection (3)(b), the State Tax Commission shall:
(3)(c)(i) notify the division, stating that the foreign corporation is not in good standing; and
(3)(c)(ii) notify the foreign corporation, explaining in detail why the foreign corporation is not in good standing.
(4) (4)(a) The division shall approve a foreign corporation's application for withdrawal if:
(4)(a)(i) the division determines that the application for withdrawal contains the information required under Subsection (2);
(4)(a)(ii) the division determines the information in the application is correct; and
(4)(a)(iii) the State Tax Commission certifies that the foreign corporation is in good standing as described in Subsection (3)(b).
(4)(b) The division shall mail written notice of the withdrawal stating the effective date of the withdrawal to the foreign corporation.

Legislative History

Amended by Chapter 191, 2023 General Session