16-10a-1533 - Domestication of foreign corporations.
16-10a-1533. Domestication of foreign corporations.
(1) (a) Any foreign corporation may become a domestic corporation by delivering to thedivision for filing articles of domestication meeting the requirements of Subsection (2) if theboard of directors of the corporation adopts, and its shareholders approve, the domestication.
(b) The adoption and approval of the domestication shall be in accordance with theconsent requirements of Section 16-10a-1003 for amending articles of incorporation.
(2) (a) The articles of domestication shall meet the requirements applicable to articles ofincorporation set forth in Sections 16-10a-120 and 16-10a-202, except that:
(i) the articles of domestication need not name, or be signed by, the incorporators of theforeign corporation; and
(ii) any reference to the corporation's registered office, registered agent, or directors shallbe to the registered office and agent in Utah, and the directors then in office at the time of filingthe articles of domestication.
(b) The articles of domestication shall set forth:
(i) the date on which and jurisdiction where the corporation was first formed,incorporated, or otherwise came into being;
(ii) the name of the corporation immediately prior to the filing of the articles ofdomestication;
(iii) any jurisdiction that constituted the seat, location of incorporation, principal place ofbusiness, or central administration of the corporation immediately prior to the filing of thearticles of domestication; and
(iv) a statement that the articles of domestication were adopted by the corporation's boardof directors and approved by its shareholders.
(3) (a) Upon the filing of articles of domestication with the division, the corporation shallbe domesticated in this state, shall thereafter be subject to all of the provisions of this chapter,and shall continue as if it had been incorporated under this chapter.
(b) Notwithstanding any other provisions of this chapter, the existence of the corporationshall be considered to have commenced on the date the corporation commenced its existence inthe jurisdiction in which the corporation was first formed, incorporated, or otherwise came intobeing.
(4) The articles of domestication, upon filing with the division, shall become the articlesof incorporation of the corporation, and shall be subject to amendments or restatement the sameas any other articles of incorporation under this chapter.
(5) The domestication of any corporation in this state may not be considered to affect anyobligation or liability of the corporation incurred prior to its domestication.
(6) The filing of the articles of domestication does not affect the choice of law applicableto the corporation, except that from the date the articles of domestication are filed, the law ofUtah, including the provisions of this chapter, shall apply to the corporation to the same extent asif the corporation had been incorporated as a corporation of this state on that date.
Amended by Chapter 378, 2010 General Session