Fill and Sign the Chapter 10a Utah Revised Business Corporation Act Part 1 Form

CORPORATE DISSOLUTION UTAH Electronic Version STATUTORY REFERENCE UTAH CODE, Title 16, Chapter 10a, §§ 1401 through 1440 INTRODUCTORY NOTES AND LAW SUMMARY In Utah, a corporation may be dissolved voluntarily, administratively, or judicially. THIS FORM PACKAGE ADDRESSES ONLY VOLUNTARY DISSOLUTION.If a corporation has not yet issued shares, a majority of its directors, or if no directors have been elected or if elected directors are no longer serving, a majority of its incorporators may authorize the dissolution of the corporation.After shares have been issued, for a proposal to dissolve the corporation to be authorized the board of directors must recommend dissolution to the shareholders (unless the board determines that because of a conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders) and the shareholders entitled to vote on the proposal must approve the proposal to dissolve. The proposal to dissolve must be approved by each voting group entitled to vote separately on the proposal by a majority of all the votes entitled to be cast on the proposal by that voting group. A greater vote may be required by the articles of incorporation or the bylaws or the board of directors may condition the effectiveness of the dissolution on any basis.The corporation must give notice in accordance with §16-10a-705 to each shareholder entitled to vote on the proposal to dissolve, of the proposed shareholders' meeting at which the proposal to dissolve will be voted upon. The notice must state that the purpose or one of the purposes of the meeting is to consider the proposal to dissolve the corporation. At any time after dissolution is authorized, the corporation may dissolve by delivering to the division for filing articles of dissolution setting forth:(a) the name of the corporation;(b) the address of the 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 §16-10a-1409;(c)the date dissolution was authorized;(d)if dissolution was authorized by the directors or the incorporators.(e)if dissolution was approved by the shareholders: (i)the number of votes entitled to be cast on the proposal to dissolve by each voting group entitled to vote separately thereon; and(ii) either the total number of votes cast for and against dissolution by each voting group or the total number of undisputed votes cast for dissolution by each voting group and a statement that the number cast for dissolution was sufficient for approval; and(f)any additional information the division determines is necessary or appropriate.A corporation is dissolved upon the effective date of its articles of dissolution.A dissolved corporation continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including:(a)collecting its assets;(b)disposing of its properties that will not be distributed in kind to its shareholders;(c)discharging or making provision for discharging its liabilities;(d)distributing its remaining property among its shareholders according to their interests; and(e) doing every other act necessary to wind up and liquidate its business and affairs.Dissolution of a corporation does not:(a)transfer title to the corporation's property;(b)prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation's share transfer records;(c)subject its directors or officers to standards of conduct different from those prescribed by statute;(d)change:(i) quorum or voting requirements for its board of directors or shareholders;(ii)provisions for selection, resignation, or removal of its directors or officers or both; or(iii)provisions for amending its bylaws or its articles of incorporation;(e)prevent commencement of a proceeding by or against the corporation in its corporate name;(f) abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or(g)terminate the authority of the registered agent of the corporation. A dissolved corporation electing to dispose of known claims may give written notice of the dissolution to known claimants at any time after the effective date of the dissolution. The written notice must:(a)describe the information that must be included in a claim;(b)provide an address to which written notice of any claim must be given to the corporation;(c)state the deadline, which may not be fewer than 120 days after the effective date of the notice, by which the dissolved corporation must receive the claim; and(d) state that unless sooner barred by any other state statute limiting actions, the claim will be barred if not received by the deadline. Unless sooner barred by any other statute limiting actions, a claim against the dissolved corporation is barred if a claimant was given notice and the claim is not received by the dissolved corporation by the deadline or the dissolved corporation delivers to the claimant written notice of rejection of the claim within 90 days after receipt of the claim and the claimant whose claim was rejected by the dissolved corporation does not commence a proceeding to enforce the claim within 90 days after the effective date of the rejection notice.Claims which are not rejected by the dissolved corporation in writing within 90 days after receipt of the claim by the dissolved corporation are considered accepted.A "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.A dissolved corporation may publish notice of its dissolution and request that persons with claims against the corporation present them in accordance with the notice. The notice must:(a)be published one time in a newspaper of general circulation in the county where the dissolved corporation's principal office or, if it has no principal office in this state, its registered office is or was last located;(b)describe the information that must be included in a claim and provide an address at which any claim must be given to the corporation; and(c)state that unless sooner barred by any other statute limiting actions, the claim will be barred if an action to enforce the claim is not commenced within five years after the publication of the notice.If the dissolved corporation publishes a newspaper notice, then, unless sooner barred under §16- 10a-1406 or under any other statute limiting actions, the claim of any claimant against the dissolved corporation is barred unless the claimant commences an action to enforce the claim against the dissolved corporation within five years after the publication date of the notice.A "claim" means any claim, including claims of this state, whether known, due or to become due, absolute or contingent, liquidated or unliquidated, founded on contract, tort, or other legal basis, or otherwise. An action to enforce a claim includes any civil action, and any arbitration under any agreement for binding arbitration between the dissolved corporation and the claimant.A claim may be enforced against the dissolved corporation to the extent of its undistributed assets or against a shareholder of the dissolved corporation if the assets have been distributed in liquidation. A shareholder's total liability for all claims may not exceed the total value of assets distributed to him, as that value is determined at the time of distribution. Any shareholder required to return any portion of the value of assets received by him in liquidation is entitled to contribution from all other shareholders. Assets of a dissolved corporation that should be transferred to a creditor, claimant, or shareholder of the corporation who cannot be found or who is not competent to receive them must be reduced to cash and deposited with the state treasurer in accordance with the Unclaimed Property Act. STEPS AND GUIDELINES TO DISSOLVE AN UTAH CORPORATION Step 1: SEE FORM 1 - ARTICLES OF DISSOLUTIONIf the corporation has not issued stock or has not commenced business, then this form should be completed as follows (If the corporation has issued stock or commenced business, got to Step 2.):First: Provide the name of the corporation.Second: There is nothing to add to this section.Third: Provide the date the dissolution was authorized by the directors or incorporator(s).Fourth: Provide the address of the corporation's principal office.Provide the signature and title of the person authorized to execute the Articles. Date the Articles. There is no filing fee.File the original and one copy.Mail the original and one copy of your ARTICLES OF DISSOLUTION toState of UtahDepartment of CommerceDivision of Corporations & Commercial Code PO Box 146705Salt Lake City Utah 84114-6705 Service Center: (801) 530-4849 Toll Free for Utah Residents: (877) 526-3994 Fax: (801) 530-6111A cover letter to send with ARTICLES OF DISSOLUTION is included in this packet. SEE FORM 2 - TRANSMITTAL LETTERStep 2:If the corporation has issued stock or has commenced business, follow the following procedures:1. Have the Board adopt a resolution recommending the dissolution of the corporation to the shareholdersSEE FORM A - RESOLUTION OF DIRECTORS 2. Mail a Notice of Special Meeting to each shareholder. SEE FORM B - NOTICE OF SPECIAL MEETING3.At the special Meeting the shareholders must approve the resolution. In the alternative, the shareholders can sign a Written Consent.SEE FORM C - WRITTEN CONSENT OF SHAREHOLDERS4.SEE FORM 3 - ARTICLES OF DISSOLUTIONFirst: Provide the name of the corporation.Second: If the dissolution was NOT approved by the written consent of the shareholders, provide the requested information regarding the voting of the shareholders. If the dissolution was approved by the written consent of the shareholders, attach a copy of the written consent.Third:, provide the date the dissolution was approved.Fourth: Provide the address of the corporation's principal office.Provide the signature and title of the person authorized to execute the Articles. Date the Articles.There is no filing fee.File the original and one copy.Mail the original and one copy of your ARTICLES OF DISSOLUTION toState of UtahDepartment of CommerceDivision of Corporations & Commercial Code PO Box 146705Salt Lake City Utah 84114-6705 Service Center: (801) 530-4849 Toll Free for Utah Residents: (877) 526-3994 Fax: (801) 530-6111A cover letter to send with ARTICLES OF DISSOLUTION is included in this packet. SEE FORM 2 - TRANSMITTAL LETTERStep 3:Once the corporation has been dissolved, in order to dispose of or limit all claims against the corporation, you must complete the dissolution by doing the following (See introduction above for details regarding these requirements): 1.You must mail a notice to all known claimants. SEE FORM 4.2.You must publish a notice to unknown claimants in order to eliminate any potential liability from this source. SEE FORM 5. The Notice must be published one time in a newspaper of general circulation in the county where the dissolved corporation's known place of business is or was last located.3.You must reject claims that are filed and that you contest or they are considered accepted. SEE FORM 6 - NOTICE OF REJECTION OF CLAIMDisclaimer: If you are not an attorney, you are advised to seek the advice of an attorney for all serious legal matters. The information and forms contained herein are not legal advice and are not to be construed as such. Although the information contained herein is believed to be correct, no warranty of fitness or any other warranty shall apply. All use is subject to the U.S. Legal Forms, Inc. Disclaimer and License located at http://www.uslegalforms. com/disclaimer.htm FORM A RESOLUTION OF DIRECTORS RESOLUTION OF THE DIRECTORS OF _________________________________ Pursuant to Notice or Waiver of Notice, at a regular or special meeting of the Directors of _________________________________________________________, a Utah corporation, upon motion duly made and seconded, the following resolution was adopted by a majority of the Directors present in person entitled to vote thereon: RESOLVED by the Directors of the Corporation as follows:______________________________________________________________________________ ______________________________________________________________________________ Dated this the ______ day of _____________________________, 20___._____________________________________ Director_____________________________________ Director_____________________________________ DirectorAttest:_____________________________________ Secretary FORM B NOTICE OF SPECIAL MEETING NOTICE OF SPECIAL MEETING OF STOCKHOLDERS OF _______________________________________ Pursuant to the By-Laws of the Corporation, a special meeting of the Shareholders of __________________________________________________________, a Utah corporation is called for the ______ day of ____________, 20__, at ______ ___.m., to be held at the following address: _________________________________________________________________________________________________________________________________ The purpose of the meeting is to seek stockholder approval of the Resolution to Dissolve Corporation heretofore adopted by the Board of Directors.This Notice given on this the _________ day of ___________, 20___, by the Secretary of the Corporation at the direction of the Board of Directors, by mailing a true and correct copy of this Notice to the address of each shareholder on the records of the Corporation at least 10 days prior to such special meeting.__________________________ Secretary FORM C WRITTEN CONSENT OF THE STOCKHOLDERS WRITTEN CONSENT OF THE STOCKHOLDERS OF _________________________________ The undersigned, being all the shareholders of _______________________________________, a Utah corporation, hereby consent to the dissolution of the corporation. Dated this the ______ day of ______________________________, 20___.____________________________________ Shareholder____________________________________ Shareholder____________________________________ Shareholder FORM 1 ARTICLES OF DISSOLUTION Download the form by clicking the link below, or copying the link into the address window of your web browser. http://www.uslegalforms.com/dissolution/UT/UT-Diss-initial.pdf The form is in .pdf format and you will need the free Adobe Acrobat Reader to view the form. In the unlikely circumstance that the Adobe Acrobat Reader is not installed on your computer, you can download it free from http://www.adobe.com/products/acrobat/readstep2.html. The download is quick and easy. Fill out this form, and mail it in as directed. FORM 2 TRANSMITTAL LETTER Return Name and Address ____________________________________ ____________________________________ ____________________________________ ____________________________________ DateState of UtahDepartment of CommerceDivision of Corporations & Commercial Code PO Box 146705Salt Lake City Utah 84114-6705 Re: Articles of DissolutionDear Sir:Enclosed please find an original and one copy of Articles of Dissolution. Please file and provide a filed copy to me.Please contact me at the above address if you require anything further.With kindest regards, I amSincerely yours,__________________________ Signature FORM 3 ARTICLES OF DISSOLUTION Download the form by clicking the link below, or copying the link into the address window of your web browser. http://www.uslegalforms.com/dissolution/UT/UT-Diss.pdf The form is in .pdf format and you will need the free Adobe Acrobat Reader to view the form. In the unlikely circumstance that the Adobe Acrobat Reader is not installed on your computer, you can download it free from http://www.adobe.com/products/acrobat/readstep2.html . The download is quick and easy. Fill out this form, and mail it in as directed. FORM 4 NOTICE OF DISSOLUTION AND REQUEST FOR CLAIMS NOTICE OF INTENT TO VOLUNTARILY DISSOLVE A CORPORATION AND A REQUEST FOR CLAIMS Notice is given that Articles of Dissolution for ______________________________________________________________________________ (name of corporation), a Utah corporation with its office at ______________________________________________________________________________(address of office), have been filed with the Department of Commerce, Division of Corporations & Commercial Code, in accordance with the laws of the State of Utah.The corporation requests that all Claimants against the corporation provide written proof of their claims to the corporation at the following address:__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________All claims must be in writing and must contain sufficient information reasonably to inform the corporation of the identity of the claimant and the substance of the claim.All claims must be received _________________________________________ (this date can be no earlier than 120 days from the date of this notice). Unless sooner barred by any statute of limitations, all claims will be barred if not received by this date.DATE OF NOTICE: ______________________________ BY: _________________________________________ Name and Title FORM 5 NOTICE OF DISSOLUTION AND REQUEST FOR CLAIMS (For Publication) NOTICE OF INTENT TO VOLUNTARILY DISSOLVE A CORPORATION AND A REQUEST FOR CLAIMS Notice is given that Articles of Dissolution for______________________________________________________________________________ (name of corporation), a Utah corporation with its office at ______________________________________________________________________________(address of office), have been filed with the Department of Commerce, Division of Corporations & Commercial Code, in accordance with the laws of the State of Utah.The corporation requests that all Claimants against the corporation provide written proof of their claims to the corporation at the following address:__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________All claims must be in writing and must contain sufficient information reasonably to inform the corporation of the identity of the claimant and the substance of the claim.Unless barred sooner by the statute of limitations, all claims will be barred unless a proceeding to enforce the claim is commenced within 5 years after the publication of this notice.DATE OF NOTICE: ______________________________ BY: _________________________________________ Name and Title FORM 6 NOTICE OF REJECTION OF CLAIM NOTICE OF REJECTION OF CLAIM You are hereby notified that on the _____day of _____________________________, 20 _____, ___________________________________________________________, a Utah corporation, rejected all or part of the claim you submitted to the corporation._____ ALL OF YOUR CLAIM WAS REJECTED._____A PORTION OF YOUR CLAIM WAS REJECTED. The part of your claim that was rejected is: ______________________________________________________________________________ ______________________________________________________________________________Name of Corporation: ___________________________________________________________By: _________________________________________________________________________Title: ___________________________________ Date: _______________________________