10-1622

10-1622. Annual report

A. Each domestic corporation and each foreign corporation authorized to transact
business in this state shall deliver to the commission for filing an annual report that
sets forth all of the following:

1. The name of the corporation and the state or country under whose law it is
incorporated.

2. The address of its known place of business and the name and address of its
statutory agent in this state.

3. The address of its principal office.

4. The names and business addresses of its directors and principal officers.

5. A brief description of the nature of its business.

6. The total number of authorized shares, itemized by class and series, if any,
within each class.

7. The total number of issued and outstanding shares, itemized by class or series,
if any, within each class.

8. A certificate of disclosure containing the information set forth in section
10-202, subsection D.

9. The names of shareholders of record of the corporation holding more than twenty
per cent of any class of shares issued by the corporation, including persons beneficially
holding the shares through nominees.

10. A statement that all corporate income tax returns required by title 43 have been
filed with the department of revenue.

B. Information in the annual report shall be current as of the date the annual
report is executed on behalf of the corporation.

C. The annual report for all corporations shall be delivered to the commission for
filing, and the annual fee shall be paid on or before the date assigned by the
commission. The commission may stagger the annual report filing date for all
corporations and adjust the annual registration fee on a pro rata basis. The corporation
shall deliver the annual report to the commission for filing each subsequent year in the
anniversary month on the date determined by the commission. If a corporation is unable
to file the annual report required by this section on or before the date prescribed by
this section, the corporation may file, but only on or before this date, a written
request with the commission for an extension of time, not to exceed six months, in which
to file the annual report. The request for an extension of time shall be accompanied by
the annual registration fee required by law. After filing the request for an extension
of time and on receipt of the annual registration fee, the commission shall grant the
request.

D. If an annual report does not contain the information required by this section,
the commission shall promptly notify the reporting domestic or foreign corporation in
writing and shall return the report to it for correction. If the report is corrected to
contain the information required by this section and delivered to the commission within
thirty days after the effective date of notice, it is deemed to be timely filed.

E. Any corporation that is exempt from the requirement of filing an annual report
shall deliver annually a certificate of disclosure that contains the information set
forth in section 10-202, subsection D and that is executed by any two executive officers
or directors of the corporation on or before May 31. If the certificate is not delivered
within ninety days after the due date of the annual report or within ninety days after
May 31 in the case of any corporation that is exempt from the requirement of filing an
annual report, the commission shall initiate administrative dissolution of that
corporation in accordance with chapters 1 through 17 of this title.

F. If the annual report is not delivered for filing and the fee is not paid within
the time specified by this section, the commission shall assess and, upon collection,
deposit, pursuant to sections 35-146 and 35-147, penalties of twenty per cent per month
or fraction of the month of the fees then due until either the payment is made or the
domestic corporation is administratively dissolved or the authority of the foreign
corporation is revoked, whichever occurs first. Beginning January 1, 1999, this
subsection does not apply to nonprofit corporations organized under chapters 24 through
42 of this title.