Section 203 – Appointment of registered agent.
16-17-203. Appointment of registered agent. (1) A registered agent filing shall state: (a) the name of the represented entity’s commercial registered agent; or (b) if the entity does not have a commercial registered agent: (i) the name and address of the entity’s noncommercial registered agent; or (ii) the title of an office or other position […]
Section 1607 – Notice and action on plan of merger by constituent limited cooperative association.
16-16-1607. Notice and action on plan of merger by constituent limited cooperative association. (1) For a limited cooperative association to merge with another entity, a plan of merger shall be approved by a majority vote of the board of directors or a greater percentage if required by the association’s organic rules. (2) The board of […]
Section 1608 – Approval or abandonment of merger by members.
16-16-1608. Approval or abandonment of merger by members. (1) Subject to Subsections (2) and (3), a plan of merger shall be approved by: (a) at least two-thirds of the voting power of members present at a members meeting called under Subsection 16-16-1607(2); and (b) if the limited cooperative association has investor members, at least a […]
Section 1609 – Filings required for merger — Effective date.
16-16-1609. Filings required for merger — Effective date. (1) After each constituent entity has approved a merger, articles of merger shall be signed on behalf of each constituent entity by an authorized representative. (2) The articles of merger shall include: (a) the name and form of each constituent entity and the jurisdiction of its governing […]
Section 1610 – Effect of merger.
16-16-1610. Effect of merger. (1) When a merger becomes effective: (a) the surviving entity continues or comes into existence; (b) each constituent entity that merges into the surviving entity ceases to exist as a separate entity; (c) all property owned by each constituent entity that ceases to exist vests in the surviving entity; (d) all […]
Section 1601 – Definitions.
16-16-1601. Definitions. In this part: (1) “Constituent entity” means an entity that is a party to a merger. (2) “Constituent limited cooperative association” means a limited cooperative association that is a party to a merger. (3) “Converted entity” means the organization into which a converting entity converts pursuant to Sections 16-16-1602 through 16-16-1605. (4) “Converting […]
Section 1602 – Conversion.
16-16-1602. Conversion. (1) An entity that is not a limited cooperative association may convert to a limited cooperative association and a limited cooperative association may convert to an entity that is not a limited cooperative association pursuant to this section, Sections 16-16-1603 through 16-16-1605, and a plan of conversion, if: (a) the other entity’s organic […]
Section 1603 – Action on plan of conversion by converting limited cooperative association.
16-16-1603. Action on plan of conversion by converting limited cooperative association. (1) For a limited cooperative association to convert to another entity, a plan of conversion shall be approved by a majority of the board of directors, or a greater percentage if required by the organic rules, and the board of directors shall call a […]
Section 1604 – Filings required for conversion — Effective date.
16-16-1604. Filings required for conversion — Effective date. (1) After a plan of conversion is approved: (a) a converting limited cooperative association shall deliver to the division for filing articles of conversion, which shall include: (i) a statement that the limited cooperative association has been converted into another entity; (ii) the name and form of […]
Section 1605 – Effect of conversion.
16-16-1605. Effect of conversion. (1) An entity that has been converted pursuant to this part is for all purposes the same entity that existed before the conversion and is not a new entity but, after conversion, is organized under the organic law of the converted entity and is subject to that law and other law […]