Administrative dissolution is an action taken by the Secretary of State that results in the loss of a business entity's rights, powers and authority.
Corporate bylaws are a company's foundational governing document. They lay out how things should run day-to-day and the processes for making important decisions. They serve as a legal contract between the corporation and its shareholders, directors, and officers and set the protocol for how the organization operates.
7 Steps to dissolve your Corporation in Utah: Step 1: Review your Corporation Operating Agreement and State Laws. Step 2: File the necessary dissolution documents. Step 3: Resolve outstanding debts and obligations. Step 4: Notify tax authorities an cancel licenses. Step 5: Distribute remaining assets to members.
Information: For information on filing business names or qualifying corporations, limited liability companies, limited partnership, limited liability partnerships or other entities in Utah, call (801) 530-4849.
How do I file the Utah Articles of Incorporation? Mail: Division of Corporations and Commercial Code. PO Box 146705. Salt Lake City, UT 84114-6705. In person: Division of Corporations and Commercial Code. 160 E. 300 S. 2nd Floor. Salt Lake City, UT 84111. Fax: (801) 530-6438.
The certificate of dissolution can be mailed to the Utah Department of Commerce, Division of Corporations, PO Box 146705, Salt Lake City Utah 84114-6705. Alternatively, the form can be brought in person to 160 East 300 South (or 160 E Broadway), Salt Lake City Utah 84111.
Most management actions are protected from judicial scrutiny by the business judgement rule: absent bad faith, fraud, or breach of a fiduciary duty, the judgement of the managers of a corporation is conclusive.
The Delaware corporate code covers most of the topics normally addressed in the Bylaws. Therefore, if the Certificate of Incorporation sets forth the authorized number of directors there is no legal requirement that a corporation have bylaws.
Creating by-laws When incorporating under the Canada Not-for-profit Corporations Act (NFP Act), you have to create by-laws. They set out the rules for governing and operating the corporation. They can be modified at a later date as the needs of the corporation change.