§ 16-6a-1105. Merger with foreign nonprofit corporation.

(1) One or more domestic nonprofit corporations may merge with one or more foreign nonprofit corporations if:

(a) the merger is permitted by the law of the state or country under whose law each foreign nonprofit corporation is incorporated;

(b) each foreign nonprofit corporation complies with the provisions of the law described in Subsection (1)(a) in effecting the merger;

(c) if the foreign nonprofit corporation is the surviving nonprofit corporation of the merger, the foreign nonprofit corporation:

(i) complies with Section 16-6a-1103; and

(ii) in addition to the information required by Section 16-6a-1103, provides the address of its principal office; and

(d) each domestic nonprofit corporation complies with:

(i) the applicable provisions of Sections 16-6a-1101 and 16-6a-1102; and

(ii) if it is the surviving nonprofit corporation of the merger, with Section 16-6a-1103.

(2) Upon the merger taking effect, a surviving foreign nonprofit corporation of a merger may be served with process in any proceeding brought against it as provided in Section 16-17-301.

(3) Service effected pursuant to Subsection (2) is perfected at the earliest of:

(a) the date the foreign nonprofit corporation receives the process, notice, or demand;

(b) the date shown on the return receipt, if signed on behalf of the foreign nonprofit 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 nonprofit corporation of a merger.

Amended by Chapter 364, 2008 General Session