2006 Utah Code - 16-10a-1107 — Merger or share exchange with foreign corporations.

     16-10a-1107.   Merger or share exchange with foreign corporations.
     (1) One or more domestic corporations may merge or enter into a share exchange with one or more foreign corporations if:
     (a) in a merger, the merger is permitted by the law of the state or country under whose law each foreign corporation is incorporated and each foreign corporation complies with that law in effecting the merger;
     (b) in a share exchange, the corporation whose shares will be acquired is a domestic corporation, whether or not a share exchange is permitted by the law of the state or country under whose law the acquiring corporation is incorporated;
     (c) the foreign corporation complies with Section 16-10a-1105 if it is the surviving corporation of the merger or the acquiring corporation of the share exchange, and provides, in addition to the information required by Section 16-10a-1105, the address of its principal office; and
     (d) each domestic corporation complies with the applicable provisions of Sections 16-10a-1101 through 16-10a-1104 and, if it is the surviving corporation of the merger with Section 16-10a-1105.
     (2) Upon the merger or share exchange taking effect, the surviving foreign corporation of a merger and the acquiring foreign corporation of a share exchange shall either:
     (a) (i) maintain a registered agent in this state to accept service in any proceeding to enforce any obligation or rights of dissenting shareholders of each domestic corporation party to the merger or share exchange, or in any proceeding based on a cause of action arising with respect to any domestic corporation that is merged into the foreign corporation; or
     (ii) be considered to have authorized service of process on it, in connection with any such proceeding, by registered or certified mail return receipt requested, to the address of its principal office as set forth in the articles of merger or share exchange or as last changed by notice delivered to the division for filing;
     (b) promptly pay to the dissenting shareholders of each domestic corporation party to the merger or share exchange the amount, if any, to which they are entitled under Part 13; and
     (c) comply with Part 15 if it is to transact business in this state.
     (3) Service effected pursuant to Subsection (2)(a)(ii) is perfected at the earliest of:
     (a) the date the foreign corporation receives the process, notice, or demand;
     (b) the date shown on the return receipt, if signed on behalf of the foreign corporation; or
     (c) five days after mailing.
     (4) Subsection (2) does not prescribe the only means, or necessarily the required means, of serving a surviving foreign corporation of a merger or an acquiring foreign corporation in a share exchange.
     (5) This section does not limit the power of a foreign corporation to acquire all or part of the shares of one or more classes or series of a domestic corporation through a voluntary exchange of shares or otherwise.

Enacted by Chapter 277, 1992 General Session