Business Entity Technical Amendments

The renumbering of Utah Revised Uniform LLC Act sections was reorganized: Professional Services Companies provisions (formerly 48-3a-1101 through 1112) now map to 16-20-901 through 912 (Part 9) instead of 16-20-1001 through 1012 (Part 1), shifting all subsequent part numbers down by one.

Cross-references throughout the bill were updated to point to new consolidated Chapter 1a sections (e.g., 'Title 16, Chapter 17, Model Registered Agents Act' changed to 'Chapter 1a, Part 4, Registered Agent of an Entity'; various section references updated to 16-1a-xxx format).

Several Decentralized Autonomous Organization Act sections (48-5-107, 48-5-108, 48-5-404, 48-5-405, 48-5-406) were removed from the renumbering list, indicating those provisions were deleted or handled separately in the substitute.

New Section 16-10a-1533.5 allows a domestic corporation to transfer out of Utah to another state by filing articles of transfer, with protections ensuring existing obligations and liabilities are not affected by the transfer.

Fourteen sections dealing with foreign entity registration, domestication, reinstatement, and administrative dissolution (including 16-6a-1412, 16-6a-1503 through 1518, 16-10a-1421 through 1422, 16-10a-1503 through 1507, and 16-10a-1533) were removed from this bill, likely to be addressed in a companion Business Entity Amendments bill.

New Section 16-7-12 establishes a voluntary dissolution procedure for corporations sole, requiring filing of articles of dissolution signed under penalty of perjury and specifying required contents including debt satisfaction and property distribution statements.

New Section 16-10b-402 requires benefit corporations to send their annual benefit report to shareholders within 120 days of fiscal year end, post it on their website, and file a copy with the Division of Corporations alongside their annual report.

New Section 16-10a-1601 establishes corporate records requirements, mandating that corporations keep minutes, accounting records, shareholder lists, and maintain copies of articles, bylaws, and financial statements at their principal office.

A special effective date clause was added, replacing the previous 'None' designation for other special clauses, meaning the bill will not take effect on the standard 90-day timeline.

Renumbered and amended sections to clarify that professional services companies are prohibited from performing any actions that an individual licensed in that profession is prohibited from doing.

Added a specific provision stating that regulating boards' authority to license individuals is not restricted by the existence of a professional services company.

Clarified and renumbered rules regarding the transfer of ownership interests, specifying that transfers must go to the company or a qualified individual, with exceptions for death or incapacity.