As used in this chapter:
(1)
(a) "Acquired entity" means an entity acquired by another entity in an interest exchange.
(b) "Acquired entity" includes all of one or more classes or series of interests belonging to the entity that the other entity acquires.
(2) "Acquiring entity" means the entity that acquires all of one or more classes or series of interests of the acquired entity in an interest exchange.
(3)
(a) "Address" means a location where the United States Postal Service may deliver mail.
(b) "Address" includes:
(i) a post office box number;
(ii) a rural free delivery route number; and
(iii) a street name and number.
(4) "Appointment of agent" means a statement appointing an agent for service of process filed by a domestic filing entity, a registered foreign entity, or a D.B.A. registered under Title 42, Chapter 2, Conducting Business as a D.B.A.
(5) "Approve" means an entity's governors and interest holders taking steps required under the entity's organic rules, organic law, and other law to:
(a) propose a transaction subject to this title;
(b) adopt and approve the terms and conditions of the transaction; and
(c) conduct required proceedings or otherwise obtain a required vote or consent of the governors or interest holders.
(6)
(a) "Articles of incorporation" means a document that a person files to establish a domestic corporation.
(b) "Articles of incorporation" includes:
(i) amended articles of incorporation;
(ii) restated articles of incorporation;
(iii) articles of merger; and
(iv) a substantially similar document to the documents described in Subsections (6)(b)(i) through (iii).
(7) "Assumed corporate name" means the same as that term is defined in Section 16-10a-102.
(8) "Beneficiary" means a person holding a certificate representing a beneficial interest in a trust estate and assets.
(9) "Benefit company" means a limited liability company that elects to become subject to Chapter 21, Benefit Limited Liability Company Act, and the business corporation's status as a benefit company has not terminated.
(10) "Benefit corporation" means a business corporation that elects to become subject to Chapter 10b, Benefit Corporation Act, and the status of the business corporation as a benefit corporation has not terminated.
(11)
(a) "Board of directors" means the body authorized to manage the affairs of a domestic corporation or a foreign corporation.
(b) "Board of directors" does not include an individual who is delegated power under Subsection 16-6a-801(2) or 16-10a-801(2).
(12) "Business corporation" means a corporation formed under:
(a) Chapter 10a, Utah Revised Business Corporation Act;
(b) Chapter 10b, Benefit Corporation Act; or
(c) Chapter 11, Professional Corporation Act.
(13) "Business trust" means an entity:
(a) engaged in a trade or business; and
(b) created by a declaration of trust that transfers property to trustees, that the trustees will hold and manage for the benefit of one or more beneficiary.
(14)
(a) "Bylaws" means:
(i) one or more code of rules, other than the articles of incorporation, adopted under this title, for the regulation or management of the affairs of a domestic corporation or foreign corporation;
(ii) the procedural rules and regulations that govern:
(A) a decentralized autonomous organization organized under Chapter 22, Decentralized Autonomous Organization Act; and
(B) the interaction of the decentralized autonomous organization's members and participants; or
(iii) the articles of organization of a limited cooperative association required by Section 16-16-302.
(b) "Bylaws" includes amended bylaws and restated bylaws.
(15)
(a) "Certificate of limited partnership" means a document a person files to establish a domestic limited partnership.
(b) "Certificate of limited partnership" includes the certificate of limited partnership as amended or restated.
(16)
(a) "Certificate of organization" means a document a person files to establish a domestic limited liability company.
(b) "Certificate of organization" includes a certificate of organization as amended or restated.
(17) "Class" means a group of memberships with a right that, with respect to voting, dissolution, redemption, transfer, or other similar characteristics, is determined to be the same right by using a formula applied uniformly to a group of memberships.
(18) "Commercial registered agent" means an individual or a domestic entity or foreign entity described in Section 16-1a-405.
(19) "Contribution" means a property or a benefit described in Section 16-18-501, 16-19-501, or 16-20-402 or Chapter 16, Part 10, Contributions, Allocations, and Distributions, that a person provides to a limited liability company, limited partnership, partnership, or limited cooperative association.
(20) "Control" means the direct or indirect possession of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting shares, by contract, or other means.
(21) "Conversion" means a transaction described in Part 9, Conversion.
(22) "Converted entity" means a converting entity as the converting entity continues in existence after a conversion.
(23) "Converting entity" means:
(a) a domestic entity that approves a plan of conversion in accordance with Section 16-1a-904; or
(b) a foreign entity that approves a conversion in accordance with the law of the foreign entity's jurisdiction of formation.
(24) "Cooperative" means a limited cooperative association or an entity organized under a cooperative law of a jurisdiction.
(25) "Cooperative nonprofit corporation" means a nonprofit corporation organized or existing under Section 16-6a-207.
(26) "Corporate name" means:
(a) the name of a domestic corporation or a domestic nonprofit corporation as stated in the domestic corporation's or domestic nonprofit corporation's articles of incorporation; or
(b) the name of a foreign corporation or a foreign nonprofit corporation as stated in the foreign corporation's or foreign nonprofit corporation's articles of incorporation.
(27) "Corporation" means a nonprofit corporation or a business corporation.
(28) "D.B.A." means a name that complies with the requirements of Title 42, Chapter 2, Conducting Business as a D.B.A.
(29) "Decentralized autonomous organization" means the same as that term is defined in Section 16-22-101.
(30) "Delegate" means a person elected or appointed to vote in a representative assembly:
(a) for the election of a director; or
(b) on a matter other than the election of a director.
(31) "Designation of agent" means a statement designating a registered agent delivered to the division for filing in accordance with Section 16-1a-411 by a nonregistered foreign entity or a nonfiling domestic entity.
(32) "Director" means a member of the board of directors.
(33)
(a) "Distribution" means:
(i) for an entity formed under Chapter 6a, Utah Revised Nonprofit Corporation Act, the payment of a dividend or a part of the income or profit of a nonprofit corporation to the nonprofit corporation's members, directors, or officers;
(ii) for an entity formed under Chapter 16, Uniform Limited Cooperative Association Act, except as provided in Subsection 16-16-1007(5), a transfer of money or other property from a limited cooperative association to a member because of the member's financial rights or to a transferee of a member's financial rights; or
(iii) for an entity formed under Chapter 18, Utah Uniform Partnership Act, through Chapter 22, Decentralized Autonomous Organization Act, a transfer of money or other property from a limited liability company, limited partnership, or partnership to a person because of a transferable interest or in the person's capacity as a member.
(b) "Distribution" includes:
(i) a redemption or other purchase by a limited liability company, limited partnership, or partnership of a transferable interest; and
(ii) a transfer to a member or partner in return for the member's or partner's relinquishing any right:
(A) to participate as a member or partner in the management or conduct of the entity's activities and affairs; or
(B) to have access to a record or other information concerning the entity's activities and affairs.
(c) "Distribution" does not include:
(i) a fair-value payment for a good sold or a service received;
(ii) reasonable compensation for present or past service; or
(iii) a payment made in the ordinary course of business under a bona fide retirement plan or other bona fide benefits program.
(34) "Distributional interest" means a person's right under an unincorporated entity's organic law and organic rules to receive distributions from the unincorporated entity.
(35) "Division" means the Division of Corporations and Commercial Code established by Section 13-1a-102.
(36) "Domestic" means, with respect to an entity, that the laws of this state govern the entity's internal affairs.
(37) "Domestic entity" means an entity whose internal affairs are governed by the laws of this state.
(38) "Domesticated entity" means a domesticating entity as the domesticating entity continues in existence after a domestication.
(39) "Domesticating entity" means:
(a) a domestic entity that approves a plan of domestication in accordance with Section 16-1a-1004; or
(b) a foreign entity that approves a domestication in accordance with the law of the foreign entity's jurisdiction of formation.
(40) "Domestication" means a transaction authorized under Part 10, Domestication.
(41)
(a) "Entity" means:
(i) a business corporation;
(ii) a nonprofit corporation;
(iii) a partnership;
(iv) a decentralized autonomous organization;
(v) a limited liability partnership;
(vi) a limited partnership;
(vii) a limited liability limited partnership;
(viii) a limited liability company;
(ix) a limited cooperative association;
(x) an unincorporated nonprofit association;
(xi) a statutory trust, business trust, or common-law business trust; or
(xii) another person that has:
(A) a legal existence separate from an interest holder of that person; or
(B) the power to acquire an interest in real property in the person's own name.
(b) "Entity" does not include:
(i) an individual;
(ii) a trust with a predominantly donative purpose;
(iii) a charitable trust;
(iv) an association or relationship that is not a partnership solely by reason of Subsection 16-18-202(3) or a similar provision of the law of another jurisdiction;
(v) a decedent's estate; or
(vi) a government or a governmental subdivision, agency, or instrumentality.
(42) "Filing entity" means an entity that is created by the filing of a public organic document.
(43)
(a) "Financial right" means the right to participate in an allocation and distribution as provided in Chapter 16, Part 10, Contributions, Allocations, and Distributions.
(b) "Financial right" does not include a right or obligation in a marketing contract as provided in Chapter 16, Part 7, Marketing Contracts.
(44) "Foreign entity" means an entity whose internal affairs are governed by the laws of another state, tribe, or country.
(45) "Foreign registration statement" means a document filed to allow a foreign entity the ability to transact business in this state.
(46) "General partner" means the same as that term is defined in Section 16-19-101.
(47) "Governance interest" means, for a person other than a governor, an agent, an assignee, or a proxy, the right under the organic law or organic rules of an entity to:
(a) receive or demand access to information concerning:
(i) the entity; or
(ii) the books and records of the entity; or
(b) receive notice of or vote on one or more issues involving the internal affair of the entity.
(48) "Governance right" means the right to participate in the governance of a limited cooperative association.
(49) "Governor" means:
(a) a director of a business corporation;
(b) a director or trustee of a nonprofit corporation;
(c) a general partner of a partnership;
(d) a general partner of a limited partnership;
(e) a manager of a manager-managed limited liability company;
(f) a member of a member-managed limited liability company;
(g) a director of a limited cooperative association;
(h) a manager of an unincorporated nonprofit association;
(i) a trustee of a statutory trust, business trust, or common-law business trust; or
(j) any other person:
(i) under whose authority a person may exercise the powers of an entity; or
(ii) under whose direction a person manages the activities and affairs of the entity in accordance with the organic law and organic rules of the entity.
(50) "Interest" means a:
(a) share in a business corporation;
(b) membership in a nonprofit corporation;
(c) partnership interest in a partnership;
(d) partnership interest in a limited partnership;
(e) membership interest in a limited liability company;
(f) membership interest in a limited cooperative association;
(g) member's interest in a limited cooperative association;
(h) membership in an unincorporated nonprofit association;
(i) beneficial interest in a statutory trust, business trust, or common-law business trust; or
(j) governance interest or distributional interest in any other type of unincorporated entity.
(51) "Interest exchange" means a transaction authorized in Part 8, Interest Exchange.
(52) "Interest holder" means:
(a) a shareholder of a business corporation;
(b) a member of a nonprofit corporation;
(c) a general partner of a partnership;
(d) a general partner of a limited partnership;
(e) a limited partner of a limited partnership;
(f) a member of a limited liability company;
(g) a member of a limited cooperative association;
(h) a member of an unincorporated nonprofit association;
(i) a beneficiary or beneficial owner of a statutory trust, business trust, or common-law business trust; or
(j) any other direct holder of an interest.
(53) "Interest holder liability" means:
(a) personal liability for the liability of an entity that is imposed on a person:
(i) as a direct result of the person's status as an interest holder; or
(ii) by the organic rules of the entity that make one or more specified interest holders or categories of interest holders liable because of the interest holders' capacity as interest holders for all or specified liabilities of the entity; or
(b) an obligation of an interest holder under the organic rules of the entity to contribute to the entity.
(54) "Investor member" means a member that:
(a)
(i) makes a contribution to a limited cooperative association; and
(ii) is not required by the organic rules to conduct patronage with the association in the member's capacity as an investor member in order to receive the member's interest; or
(b) is not permitted by the organic rules to conduct patronage with the association in the member's capacity as an investor member in order to receive the member's interest.
(55) "Jurisdiction of formation" means:
(a) the jurisdiction under whose law an entity is formed; or
(b) for a limited liability partnership or foreign limited liability partnership, the jurisdiction in which the partnership's statement of qualification is filed.
(56) "Limited cooperative association" means an association organized under Chapter 16, Uniform Limited Cooperative Association Act.
(57) "Limited liability company" means the same as that term is defined in Section 16-20-101.
(58) "Limited liability partnership" means the same as that term is defined in Section 16-18-101.
(59) "Limited partner" means the same as that term is defined in Section 16-19-101.
(60) "Limited partnership" means the same as that term is defined in Section 16-19-101.
(61) "Manager" means the same as that term is defined in Section 16-20-101.
(62) "Manager-managed limited liability company" means the same as that term is defined in Section 16-20-101.
(63)
(a) "Member" means:
(i) a person identified or appointed as a member:
(A) in an entity's articles of incorporation;
(B) in an entity's bylaws;
(C) by a resolution of a board of directors; or
(D) by a resolution of the members of a nonprofit corporation;
(ii) for an entity formed under Chapter 16, Uniform Limited Cooperative Association Act, a person that is admitted as a patron member or investor member, or as both a patron member and investor member;
(iii) for an entity formed under Chapter 20, Utah Revised Uniform Limited Liability Company Act, a person that owns part of the limited liability company but does not directly own the limited liability company's property; or
(iv) for an entity formed under Chapter 22, Decentralized Autonomous Organization Act, a person with governance rights in a decentralized autonomous organization.
(b) "Member" includes a voting member.
(c) "Member" does not include:
(i) an individual who involuntarily receives governance rights, unless that individual chooses to participate in governance by undertaking a governance behavior for a decentralized autonomous organization; or
(ii) a person that dissociates as a member.
(64) "Member-managed limited liability company" means a limited liability company that is not a manager-managed limited liability company.
(65) "Member's interest" means the same as that term is defined in Section 16-16-102.
(66) "Merger" means a transaction authorized under Part 7, Merger.
(67) "Merging entity" means an entity that is a party to a merger and exists immediately before the merger becomes effective.
(68) "Money" means:
(a) legal tender;
(b) a negotiable instrument; or
(c) another cash equivalent readily convertible into legal tender.
(69) "Noncommercial registered agent" means a person that is:
(a) not listed as a commercial registered agent under Section 16-1a-405; and
(b)
(i) an individual, a domestic entity, or a foreign entity that serves in this state as the agent for service of process on an entity; or
(ii) the individual who holds the office or other position in an entity who an entity designates as the agent for service of process in accordance with Section 16-1a-404.
(70) "Nonfiling domestic entity" means a domestic entity that is not a filing entity.
(71) "Nonregistered foreign entity" means a foreign entity that is not a registered foreign entity.
(72) "Nonresident LLP statement" means:
(a) a statement of qualification of a domestic limited liability partnership that does not have an office in this state; or
(b) a statement of foreign qualification of a foreign limited liability partnership that does not have an office in this state.
(73) "Operating agreement" means the same as that term is defined in Section 16-20-101.
(74) "Organic law" means the law of an entity's jurisdiction of formation that governs the internal affairs of the entity.
(75) "Organic rules" means the public organic record and private organic rules of an entity.
(76) "Partner" means a general partner or limited partner.
(77) "Partnership" means the same as that term is defined in Section 16-18-101.
(78) "Partnership agreement" means the same as that term is defined in Section 16-19-101.
(79) "Patron member" means the same as that term is defined in Section 16-16-102.
(80) "Patronage" means the same as that term is defined in Section 16-16-102.
(81) "Plan of conversion" means a plan approved in accordance with Section 16-1a-904.
(82) "Plan of domestication" means a plan approved in accordance with Section 16-1a-1004.
(83) "Plan of interest exchange" means a plan approved in accordance with Section 16-1a-804.
(84) "Plan of merger" means a plan approved in accordance with Section 16-1a-704.
(85)
(a) "Private organic rules" means the rules whether in a record or not, that govern the internal affairs of an entity, that are binding on all the entity's interest holders.
(b) "Private organic rules" includes the:
(i) bylaws of a business corporation;
(ii) bylaws of a nonprofit corporation;
(iii) bylaws of a decentralized autonomous organization;
(iv) partnership agreement of a partnership;
(v) partnership agreement of a limited partnership;
(vi) operating agreement of a limited liability company;
(vii) bylaws of a limited cooperative association;
(viii) governing principles of an unincorporated nonprofit association; and
(ix) trust instrument of a statutory trust or similar rules of a business trust of common-law business trust.
(86) "Professional corporation" means the same as that term is defined in Section 16-11-2.
(87) "Protected agreement" means:
(a) a record showing indebtedness and any related agreement in effect on January 1, 2014;
(b) an agreement that is binding on an entity on January 1, 2014;
(c) the organic rules of an entity in effect on January 1, 2014; or
(d) an agreement that is binding on any of the governors or interest holders of an entity on January 1, 2014.
(88)
(a) "Public organic record" means the record of the filing that the division makes to form an entity and any amendment to or restatement of that record.
(b) "Public organic record" includes the:
(i) articles of incorporation of a business corporation;
(ii) articles of incorporation of a nonprofit corporation;
(iii) certificate of limited partnership of a limited liability limited partnership;
(iv) certificate of organization of a limited liability company;
(v) certificate of organization for a decentralized autonomous organization;
(vi) articles of organization of a limited cooperative association; and
(vii) certificate of trust of a statutory trust or similar record of a business trust.
(89) "Record" means information inscribed on a tangible medium or stored in an electronic or other medium that is retrievable in a perceivable form.
(90) "Registered agent" means a person that an entity authorizes to receive service of a process, notice, or demand required or permitted by law to be served on the entity.
(91) "Registered agent filing" means:
(a) the public organic record of a domestic filing entity;
(b) a statement of qualification of a domestic limited liability partnership;
(c) a foreign registration statement filed in accordance with Section 16-1a-504; or
(d) a designation of agent.
(92) "Registered foreign entity" means a foreign entity that is registered to do business in this state in accordance with a record filed with the division.
(93) "Registered office" means the office within this state designated by a domestic entity that is a corporation or a foreign entity that is a corporation as the domestic entity's or foreign entity's registered office in the most recent document on file with the division such as the domestic entity's or foreign entity's:
(a) articles of incorporation;
(b) application for a certificate of authority; or
(c) notice of change of the registered office.
(94) "Represented entity" means:
(a) a domestic filing entity;
(b) a registered foreign entity;
(c) a domestic or foreign unincorporated nonprofit association for which a designation of agent is in effect;
(d) a domestic nonfiling entity for which a designation of agent is in effect; or
(e) a nonregistered foreign entity for which a designation of agent is in effect.
(95) "Series" means a series created in accordance with Chapter 20, Part 11, Series Limited Liability Companies.
(96) "Share" means:
(a) for an entity organized under Chapter 6a, Utah Revised Nonprofit Corporation Act, a unit of interest in a nonprofit corporation; or
(b) for an entity organized under Chapter 10a, Utah Revised Business Corporation Act, the unit into which the proprietary interest in a corporation is divided.
(97) "Shareholder" means the same as that term is defined in Section 16-10a-102.
(98) "Statement of conversion" means a statement described in Section 16-1a-906.
(99) "Statement of domestication" means a statement described in Section 16-1a-1006.
(100) "Statement of interest exchange" means a statement described in Section 16-1a-806.
(101) "Statement of merger" means a statement described in Section 16-1a-706.
(102) "Statement of qualification" means a document that a person files with the division to establish a domestic limited liability partnership or domestic general partnership.
(103) "Surviving entity" means an entity that continues in existence after a merger or that is created by a merger.
(104) "Transfer" means:
(a) an assignment;
(b) a conveyance;
(c) a deed;
(d) a sale;
(e) a lease;
(f) a mortgage;
(g) a security interest;
(h) an encumbrance;
(i) a gift; or
(j) a transfer by operation of law.
(105) "Transferable interest" means the right under an entity's organic law to receive a distribution from an entity.
(106) "Type of entity" means a generic form of entity:
(a) recognized at common law; or
(b) formed under an organic law.
(107) "Voting member" means the same as that term is defined in Section 16-6a-102.