3-1-38 - Procedure for and effect of merger or consolidation of foreign and domestic corporations or associations. - Utah Statutes

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3-1-38. Procedure for and effect of merger or consolidation of foreign anddomestic corporations or associations.
(1) Foreign and domestic corporations or associations may be merged or consolidated if:
(a) the merger or consolidation is permitted by the laws of the state under which theforeign corporation or association is organized; and
(b) the surviving or new corporation will be governed by laws similar to those governingthis chapter or the Utah Nonprofit Corporation and Cooperative Association Act.
(2) Each domestic association and corporation shall comply with the provisions of thischapter regarding the merger or consolidation of domestic associations and corporations and eachforeign association or corporation shall comply with the applicable provisions of the laws of thestate under which it is organized.
(3) (a) If the surviving or new corporation is to be governed by the laws of any state otherthan this state, it shall comply with the provisions of the laws of this state regarding foreigncorporations.
(b) If the surviving or new corporation is to transact business in this state, it shall file withthe Division of Corporations and Commercial Code:
(i) an agreement that it may be served with process in this state in any proceeding for theenforcement of an obligation of a domestic association or corporation which is a party to themerger; and
(ii) an irrevocable appointment of the director of the Division of Corporations andCommercial Code of this state as its agent to accept service of process in the proceeding.
(4) (a) The effect of the merger or consolidation shall be the same as the merger orconsolidation of domestic associations and corporations, if the surviving or new corporation is tobe governed by the laws of this state.
(b) If the surviving or new corporation is to be governed by the laws of any state otherthan this state, the effect of the merger or consolidation shall be the same as the merger orconsolidation of domestic associations or corporations, unless otherwise provided by the laws ofthe other state.
(5) At any time prior to the filing of the articles of merger or consolidation, the merger orconsolidation may be abandoned pursuant to provisions set forth in the plan of merger orconsolidation.

Amended by Chapter 203, 1994 General Session

State Codes and Statutes

Statutes > Utah > Title-03 > Chapter-01 > 3-1-38

3-1-38. Procedure for and effect of merger or consolidation of foreign anddomestic corporations or associations.
(1) Foreign and domestic corporations or associations may be merged or consolidated if:
(a) the merger or consolidation is permitted by the laws of the state under which theforeign corporation or association is organized; and
(b) the surviving or new corporation will be governed by laws similar to those governingthis chapter or the Utah Nonprofit Corporation and Cooperative Association Act.
(2) Each domestic association and corporation shall comply with the provisions of thischapter regarding the merger or consolidation of domestic associations and corporations and eachforeign association or corporation shall comply with the applicable provisions of the laws of thestate under which it is organized.
(3) (a) If the surviving or new corporation is to be governed by the laws of any state otherthan this state, it shall comply with the provisions of the laws of this state regarding foreigncorporations.
(b) If the surviving or new corporation is to transact business in this state, it shall file withthe Division of Corporations and Commercial Code:
(i) an agreement that it may be served with process in this state in any proceeding for theenforcement of an obligation of a domestic association or corporation which is a party to themerger; and
(ii) an irrevocable appointment of the director of the Division of Corporations andCommercial Code of this state as its agent to accept service of process in the proceeding.
(4) (a) The effect of the merger or consolidation shall be the same as the merger orconsolidation of domestic associations and corporations, if the surviving or new corporation is tobe governed by the laws of this state.
(b) If the surviving or new corporation is to be governed by the laws of any state otherthan this state, the effect of the merger or consolidation shall be the same as the merger orconsolidation of domestic associations or corporations, unless otherwise provided by the laws ofthe other state.
(5) At any time prior to the filing of the articles of merger or consolidation, the merger orconsolidation may be abandoned pursuant to provisions set forth in the plan of merger orconsolidation.

Amended by Chapter 203, 1994 General Session

State Codes and Statutes

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State Codes and Statutes

Statutes > Utah > Title-03 > Chapter-01 > 3-1-38

3-1-38. Procedure for and effect of merger or consolidation of foreign anddomestic corporations or associations.
(1) Foreign and domestic corporations or associations may be merged or consolidated if:
(a) the merger or consolidation is permitted by the laws of the state under which theforeign corporation or association is organized; and
(b) the surviving or new corporation will be governed by laws similar to those governingthis chapter or the Utah Nonprofit Corporation and Cooperative Association Act.
(2) Each domestic association and corporation shall comply with the provisions of thischapter regarding the merger or consolidation of domestic associations and corporations and eachforeign association or corporation shall comply with the applicable provisions of the laws of thestate under which it is organized.
(3) (a) If the surviving or new corporation is to be governed by the laws of any state otherthan this state, it shall comply with the provisions of the laws of this state regarding foreigncorporations.
(b) If the surviving or new corporation is to transact business in this state, it shall file withthe Division of Corporations and Commercial Code:
(i) an agreement that it may be served with process in this state in any proceeding for theenforcement of an obligation of a domestic association or corporation which is a party to themerger; and
(ii) an irrevocable appointment of the director of the Division of Corporations andCommercial Code of this state as its agent to accept service of process in the proceeding.
(4) (a) The effect of the merger or consolidation shall be the same as the merger orconsolidation of domestic associations and corporations, if the surviving or new corporation is tobe governed by the laws of this state.
(b) If the surviving or new corporation is to be governed by the laws of any state otherthan this state, the effect of the merger or consolidation shall be the same as the merger orconsolidation of domestic associations or corporations, unless otherwise provided by the laws ofthe other state.
(5) At any time prior to the filing of the articles of merger or consolidation, the merger orconsolidation may be abandoned pursuant to provisions set forth in the plan of merger orconsolidation.

Amended by Chapter 203, 1994 General Session