§ 16-6a-1105 — Merger with foreign nonprofit corporation.

(1) One or more domestic nonprofit corporations may merge with one or more foreign nonprofit corporations if:

(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.

Legislative History

Amended by Chapter 364, 2008 General Session