§ 48-2c-203. Annual report.

(1)

(a) A company or a foreign company authorized to transact business in this state shall file an annual report with the division:

(i) during the month of its anniversary date of formation, in the case of domestic companies; or

(ii) during the month of the anniversary date of being granted authority to transact business in this state, in the case of foreign companies authorized to transact business in this state.

(b) An annual report required by Subsection (1)(a) shall set forth:

(i) the name of the company;

(ii) the state or country under the laws of which it is formed; and

(iii) any change in:

(A) the information required by Subsection 16-17-203(1);

(B) if the street address or legal name of any manager in a manager-managed company, any member in a member-managed company, or any person with management authority of a foreign company changes, the new street address or legal name of the manager, member, or other person; and

(C) the identity of the persons constituting the managers in a manager-managed company or members in a member-managed company or other person with management authority of a foreign company.

(2)

(a) The annual report required by Subsection (1) shall:

(i) be made on a form prescribed and furnished by the division; and

(ii) contain information that is given as of the date of signing the annual report.

(b) An annual report form shall include a statement notifying the company that failure to file the annual report will result in:

(i) the dissolution of the company, in the case of a domestic company; or

(ii) the revocation of authority to transact business in this state in the case of a foreign company.

(3) The fact that an individual's name is signed on an annual report form is prima facie evidence for division purposes that the individual is authorized to certify the report on behalf of the company.

(4)

(a) If the annual report conforms to the requirements of this chapter, the division shall file the report.

(b) If the annual report does not conform to the requirements of this chapter, the division shall mail the report, first class postage prepaid, to the registered agent of the company for any necessary corrections at the street address for the registered agent most recently furnished to the division by notice, annual report, or other document.

(c) If the division returns an annual report in accordance with Subsection (4)(b), the penalties for failure to file the report within the time prescribed in this section do not apply, as long as the annual report is corrected and returned to the division within 30 days from the date the nonconforming report was mailed to the registered agent of the company.

Amended by Chapter 141, 2009 General Session