Bill Summary – FastDemocracy

LEGISLATIVE GENERAL COUNSEL                                                H.B. 563
Approved for Filing: T. Moore 6
          6 02-22-24 7:57 AM 6
                        CORPORATE RENEWAL AMENDMENTS
                                      2024 GENERAL SESSION
                                           STATE OF UTAH
                                   Chief Sponsor: Ken Ivory
                                 Senate Sponsor: ____________
 6
 LONG TITLE
 General Description:
        This bill standardizes the renewal process for business entities.
 Highlighted Provisions:
        This bill:
        < authorizes the Division of Corporations to determine the form and process by which
 the division receives an annual report from a business entity;
        < standardizes the renewal process for certain business entities; and
        < makes technical changes.
 Money Appropriated in this Bill:
        None
 Other Special Clauses:
        None
 Utah Code Sections Affected:
 AMENDS:
        16-6a-1607, as last amended by Laws of Utah 2008, Chapter 364
        16-10a-1607, as last amended by Laws of Utah 2010, Chapter 378
        16-11-14, as last amended by Laws of Utah 2000, Chapter 261
        16-16-207, as last amended by Laws of Utah 2010, Chapter 378
                                                                                                   H.B. 563
        48-1d-1109, as enacted by Laws of Utah 2013, Chapter 412
        48-2e-212, as enacted by Laws of Utah 2013, Chapter 412
     *HB0563*
       H.B. 563                                                                      02-22-24 7:57 AM
         48-3a-212, as enacted by Laws of Utah 2013, Chapter 412
         48-5-204, as enacted by Laws of Utah 2023, Chapter 85
30
 Be it enacted by the Legislature of the state of Utah:
         Section 1. Section 16-6a-1607 is amended to read:
         16-6a-1607. Annual report for division.
         (1) Each domestic nonprofit corporation, and each foreign nonprofit corporation
 authorized to conduct affairs in this state, shall [deliver to the division for filing an annual
 report on a form provided by the division that sets forth:] file an annual report with the division
 that includes:
         (a) (i) the corporate name of the [domestic or foreign] nonprofit corporation; and
         (ii) any assumed corporate name of the foreign nonprofit corporation;
         (b) the jurisdiction under whose law [it] the nonprofit corporation is incorporated;
         (c) the information required by Subsection 16-17-203(1);
         (d) the street address of [its] the nonprofit corporation's principal office, wherever
 located; and
         (e) the names and addresses of [its] the nonprofit corporation's directors and principal
 officers.
         [(2) The division shall deliver a copy of the prescribed form of annual report to each
 domestic nonprofit corporation and each foreign nonprofit corporation authorized to conduct
 affairs in this state.]
         (2) The division shall:
         (a) determine the form and process by which a corporation described in Subsection (1)
 is required to file an annual report; and
         (b) deliver a copy of the prescribed form to each domestic nonprofit corporation and
 each foreign nonprofit corporation authorized to conduct affairs in this state.
         (3) Information in the annual report shall be current as of the date the annual report is
 executed on behalf of the nonprofit corporation.
         [(4) (a) The annual report of a domestic or foreign nonprofit corporation shall be
 delivered annually to the division no later than 60 days past the date the report was mailed by
 the division.]
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       02-22-24 7:57 AM                                                                         H.B. 563
         [(b) Proof to the satisfaction of the division that the nonprofit corporation has mailed
 an annual report form is considered in compliance with this Subsection (4).]
         (4) (a) A domestic or foreign nonprofit corporation shall deliver the nonprofit
 corporation's first annual report to the division no sooner than January 1 and no later than May
 1, of the year following the calendar year in which the domestic nonprofit corporation's articles
 of incorporation become effective or the foreign nonprofit corporation's application for
 authority to conduct affairs in this state becomes effective, unless the division specifies a
 different time period by rule made in accordance with Title 63G, Chapter 3, Utah
 Administrative Rulemaking Act.
         (b) A domestic or foreign nonprofit corporation shall deliver to the division an annual
 report each calendar year following the year of the first annual report, no sooner than January 1
 and no later than May 1, unless the division specifies a different time period by rule made in
 accordance with Title 63G, Chapter 3, Utah Administrative Rulemaking Act.
         (c) If a nonprofit corporation submits one or more annual reports for a calendar year,
 the division shall file each additional annual report and make the information contained in the
 report a part of the official record.
         (d) The first annual report filed for a calendar year is considered the annual report for
 that calendar year.
         (e) Each report filed after the first report in the same calendar year is considered an
 amended report for that calendar year.
         (f) A nonprofit corporation has not violated the requirement to submit an annual report
 if the nonprofit corporation can provide evidence of the submission.
         (5) (a) If an annual report contains the information required by this section, the division
 shall file [it] the annual report.
         (b) If an annual report does not contain the information required by this section, the
 division shall promptly notify the reporting domestic or foreign nonprofit corporation in
 writing and return the annual report to [it] the nonprofit corporation for correction.
         (c) If an annual report that is rejected under Subsection (5)(b) was otherwise timely
 filed and is corrected to contain the information required by this section and delivered to the
 division within 30 days after the effective date of the notice of rejection, the annual report is
 considered [to be] timely filed.
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        H.B. 563                                                                      02-22-24 7:57 AM
         (6) The fact that an individual's name is signed on an annual report form is prima facie
 evidence for division purposes that the individual is authorized to certify the report on behalf of
 the nonprofit corporation.
         (7) The annual report form provided by the division may be designed to provide a
 simplified certification by the nonprofit corporation if no changes have been made in the
 required information from the last preceding report filed.
         [(8) A domestic or foreign nonprofit corporation may, but may not be required to,
 deliver to the division for filing an amendment to its annual report reflecting any change in the
 information contained in its annual report as last amended.]
         Section 2. Section 16-10a-1607 is amended to read:
         16-10a-1607. Annual report for division.
         (1) Each domestic corporation, and each foreign corporation authorized to transact
 business in this state, shall deliver to the division for filing an annual report on a form provided
 by the division that sets forth:
         (a) the corporate name of the domestic or foreign corporation and any assumed
 corporate name of the foreign corporation;
         (b) the jurisdiction under whose law it is incorporated;
         (c) the information required by Subsection 16-17-203(1);
         (d) the street address of its principal office, wherever located; and
         (e) the names of its principal officers.
         [(2) The division shall deliver a copy of the prescribed form of annual report to each
 domestic corporation and each foreign corporation authorized to transact business in this state.]
         (2) The division shall:
         (a) determine the form and process by which a corporation described in Subsection (1)
 is required to file an annual report; and
         (b) deliver a copy of the prescribed form to each domestic corporation and each foreign
 corporation authorized to conduct affairs in this state.
         (3) Information in the annual report shall be current as of the date the annual report is
 executed on behalf of the corporation.
         [(4) The annual report of a domestic or foreign corporation shall be delivered annually
 to the division no later than the end of the second calendar month following the calendar month
                                                         -4-
        02-22-24 7:57 AM                                                                        H.B. 563
 in which the report form is mailed by the division. Proof to the satisfaction of the division that
 the corporation has mailed an annual report form is considered in compliance with this
 subsection.]
         [(5)] (4) (a) A domestic or foreign corporation shall deliver the corporation's first
 annual report to the division no sooner than January 1 and no later than May 1, of the year
 following the calendar year in which the domestic corporation's articles of incorporation
 become effective or a foreign corporation's application for authority to transact business in this
 state becomes effective, unless the division specifies a different time period by rule made in
 accordance with Title 63G, Chapter 3, Utah Administrative Rulemaking Act.
         (b) A domestic or foreign corporation shall deliver an annual report to the division
 each calendar year following the year of the first report, no sooner than January 1 and no later
 than May 1, unless the division specifies a different time period by rule made in accordance
 with Title 63G, Chapter 3, Utah Administrative Rulemaking Act.
         (c) If a corporation submits one or more annual reports for a calendar year, the division
 shall file each additional annual report and make the information contained in the report a part
 of the official record.
         (d) The first annual report filed for a calendar year is considered the annual report for
 that calendar year.
         (e) Each report filed after the first report in the same calendar year is considered an
 amended report for that calendar year.
         (f) A corporation has not violated the requirement to submit an annual report if the
 corporation can provide evidence of the submission.
         (5) (a) If an annual report contains the information required by this section, the division
 shall file [it] the annual report.
         (b) If a report does not contain the information required by this section, the division
 shall promptly notify the reporting domestic or foreign corporation in writing and return the
 report to [it] the corporation for correction.
         (c) If the report was otherwise timely filed and is corrected to contain the information
 required by this section and delivered to the division within 30 days after the effective date of
 the notice of rejection, the annual report is considered [to be] timely filed.
         (6) The fact that an individual's name is signed on an annual report form is prima facie
                                                       -5-
        H.B. 563                                                                       02-22-24 7:57 AM
 evidence for division purposes that the individual is authorized to certify the report on behalf of
 the corporation.
         (7) The annual report form provided by the division may be designed to provide a
 simplified certification by the corporation if no changes have been made in the required
 information from the last preceding report filed.
         (8) A domestic or foreign corporation may, but may not be required to, deliver to the
 division for filing an amendment to its annual report reflecting any change in the information
 contained in its annual report as last amended.
         Section 3. Section 16-11-14 is amended to read:
         16-11-14. Annual certificate -- Filing -- Contents -- Filing fee.
         [During the month of the anniversary date of incorporation, each] Each professional
 corporation shall file with the division an annual report as specified by Section 16-10a-1607,
 giving the names and residence addresses of all shareholders of the professional corporation [as
 of its anniversary date of incorporation next preceding], and certifying that all of the
 shareholders are duly licensed to render the same specific professional services as those for
 which the corporation was organized or otherwise qualify to be shareholders pursuant to the
 applicable licensing act for the profession for which the corporation was organized.
         Section 4. Section 16-16-207 is amended to read:
         16-16-207. Annual report for division.
         (1) A limited cooperative association or foreign cooperative authorized to transact
 business in this state shall deliver to the division for filing an annual report that states:
         (a) the name of the association or foreign cooperative;
         (b) the street address and, if different, mailing address of the association's or foreign
 cooperative's designated office and the name of its agent for service of process at the
 designated office;
         (c) the street address and, if different, mailing address of the association's or foreign
 cooperative's principal office; and
         (d) in the case of a foreign cooperative, the state or other jurisdiction under whose law
 the foreign cooperative is formed and any alternative name adopted under Section 16-16-1405.
         (2) Information in an annual report shall be current as of the date the report is delivered
 to the division.
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        02-22-24 7:57 AM                                                                         H.B. 563
         (3) (a) A limited cooperative association or foreign cooperative authorized to transact
 business in this state shall deliver the cooperative's first annual report to the division no sooner
 than January 1 and no later than May 1, of the year following the calendar year in which the
 limited cooperative association forms or the foreign cooperative is authorized to transact
 business in this state, unless the division specifies a different time period by rule made in
 accordance with Title 63G, Chapter 3, Utah Administrative Rulemaking Act.
         (b) A limited cooperative association or foreign cooperative authorized to transact
 business in this state shall deliver to the division an annual report each calendar year following
 the year of the first report, no sooner than January 1 and no later than May 1, unless the
 division specifies a different time period by rule made in accordance with Title 63G, Chapter 3,
 Utah Administrative Rulemaking Act.
         (c) If a cooperative association submits one or more annual reports for a calendar year,
 the division shall file each additional annual report and make the information contained in the
 report a part of the official record.
         (d) The first annual report filed for a calendar year is considered the annual report for
 that calendar year.
         (e) Each report filed after the first report in the same calendar year is considered an
 amended report for that calendar year.
         (f) A cooperative has not violated the requirement to submit an annual report if the
 cooperative can provide evidence of the submission.
         [(3) The first annual report shall be delivered to the division between January 1 and
 April 1 of the year following the calendar year in which the limited cooperative association is
 formed or the foreign cooperative is authorized to transact business in this state. For
 subsequent years, an annual report shall be delivered to the division during the month in which
 falls the anniversary of the limited cooperative association's organization or the foreign
 cooperative's authorization to transact business.]
         (4) (a) If an annual report does not contain the information required by Subsection (1),
 the division shall promptly notify the reporting limited cooperative association or foreign
 cooperative and return the report for correction.
         (b) If the report is corrected to contain the information required by Subsection (1) and
 delivered to the division not later than 30 days after the date of the notice from the division, [it]
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        H.B. 563                                                                      02-22-24 7:57 AM
 the report is timely delivered.
         (5) If a filed annual report contains an address of the designated office, name of the
 agent for service of process, or address of the principal office which differs from the
 information shown in the records of the division immediately before the filing, the differing
 information in the annual report is considered a statement of change.
         (6) If a limited cooperative association fails to deliver an annual report under this
 section, the division may proceed under Section 16-16-1211 to dissolve the association
 administratively.
         (7) If