10A-1-7.21
Section 10A-1-7.21 Transaction of business without registration; generally. (a) A foreign entity
transacting business in this state, except a corporation or other organization formed pursuant
to federal law, may not maintain any action, suit, or proceeding in any court of this state
until it has registered in this state. (b) The failure of a foreign entity to register in
this state does not impair the validity of any contract or act of the foreign entity or prevent
the foreign entity from defending any action, suit, or proceeding in any court of this state.
(c) A foreign entity, by transacting business in this state without registration, shall be
deemed to consent to service of process with respect to causes of action arising out of business
transacted in this state, or to service of any notice or demand required or permitted by law,
by registered mail addressed to the foreign entity at the office required to be maintained
in the state or other jurisdiction where it is organized, or,...
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10A-20-1.06
Section 10A-20-1.06 Appointment of administrator to act while bishopric vacant. A bishop who
has become a corporation sole pursuant to this chapter shall be authorized to appoint an administrator
to act for the corporation during the time as the bishopric shall for any reason be vacant.
In the event a vacancy should occur in the bishopric and no administrator shall have been
appointed, then the ecclesiastical authority to whom the bishop is spiritually subject shall
have authority to appoint the administrator. An appointment of an administrator shall be in
writing, signed by the maker, attested by at least two witnesses and acknowledged or proved,
as provided for conveyances of land in this state. Upon the occurrence of a vacancy, the administrator
may file in the office of the Secretary of State an application for certificate of administratorship,
setting forth the vacancy and the administrator's appointment, which application shall be
subscribed, sworn to, and certified like the...
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10A-20-13.01
Section 10A-20-13.01 Retail merchants; authority to form corporation. Whenever 10 or more retail
merchants wish to form an association, cooperative society, or corporation for nonprofit purposes
in the sense of not paying interest or dividends on stock, but for mutual benefit through
the application of cooperation or other economic principles, they may become a body corporate
in the manner provided in Chapter 4. (Acts 1915, No. 412, p. 368; Code 1923, §7162; Code
1940, T. 10, §151; Acts 1984, No. 84-290, p. 502, §93; §10-4-260; amended and renumbered
by Act 2009-513, p. 967, §348.)...
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10A-20-14.01
Section 10A-20-14.01 Wholesale merchants; authority to form corporation. Whenever 10 or more
wholesale merchants wish to form an association, cooperative society, or corporation for nonprofit
purposes in the sense of not paying interest or dividends on stock, but for mutual benefit
through the application of cooperation or other economic principles, they may become a body
corporate in the manner provided in Chapter 4. (Acts 1951, No. 288, p. 572, §1; Acts 1984,
No. 84-290, p. 502, §93; §10-4-280; amended and renumbered by Act 2009-513, p. 967, §350.)...

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10A-20-6.09
Section 10A-20-6.09 Selection of health care facility by certificate holders. Any holder in
good standing of a certificate for a health service may select any health care facility which
may be designated by a corporation to render the necessary health service thereunder. (Acts
1935, No. 544, p. 1157; Code 1940, T. 28, §309; Acts 1973, No. 1041, p. 1631, §1; §10-4-108;
amended and renumbered by Act 2009-513, p. 967, §334.)...
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10A-2A-11.06
Section 10A-2A-11.06 Statement or merger or stock exchange. (a) After a plan of merger has
been adopted and approved as required by this article, then a statement of merger shall be
signed by each party to the merger except as provided in Section 10A-2A-11.05(a). The statement
of merger must set forth: (1) the name, type of organization, and mailing address of the principal
office of each constituent organization, the jurisdiction of the governing statute of each
constituent organization, and the respective unique identifying number or other designation
as assigned by the Secretary of State, if any, of each constituent organization; (2) the name,
type of organization, and mailing address of the principal office of the surviving organization,
the unique identifying number or other designation as assigned by the Secretary of State,
if any, of the surviving organization, the jurisdiction of the governing statute of the surviving
organization, and, if the surviving organization is created...
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10A-2A-12.02
Section 10A-2A-12.02 Stockholder approval of certain dispositions. (a) A sale, lease, exchange,
or other disposition of assets, other than a disposition described in Section 10A-2A-12.01,
requires approval of the corporation's stockholders if the disposition would leave the corporation
without a significant continuing business activity. A corporation will conclusively be deemed
to have retained a significant continuing business activity if it retains a business activity
that represented, for the corporation and its subsidiaries on a consolidated basis, at least
(i) 25 percent of total assets at the end of the most recently completed fiscal year, and
(ii) either 25 percent of either income from continuing operations before taxes or 25 percent
of revenues from continuing operations, in each case for the most recently completed fiscal
year. (b) To obtain the approval of the stockholders under subsection (a) the board of directors
shall first adopt a resolution authorizing the disposition....
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10A-2A-17.04
Section 10A-2A-17.04 Duties of directors. (a) Each member of the board of directors of a benefit
corporation, when discharging the duties of a director, shall act: (i) in a responsible and
sustainable manner, and (ii) in a manner that pursues the public benefit or benefits identified
in any public benefit provision. (b) In fulfilling the duties under subsection (a), a director
shall consider, to the extent affected, in addition to the interests of stockholders generally,
the separate interests of stakeholders known to be affected by the business of the corporation
including: (1) the employees and work forces of the corporation, its subsidiaries, and its
suppliers; (2) customers; (3) communities or society, including those of each community in
which offices or facilities of the corporation, its subsidiaries, or its suppliers are located;
and (4) the local and global environment. (c) A director of a benefit corporation shall not,
by virtue of the duties imposed by subsections (a) and...
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10A-3-7.11
Section 10A-3-7.11 Procedure in liquidation of corporation by court. (a) In proceedings to
liquidate the assets and affairs of a nonprofit corporation, the court shall have the power
to issue restraining orders or injunctions, to appoint a receiver or receivers pendente lite,
with the powers and duties as the court, from time to time, may direct, and to take other
proceedings as may be requisite to preserve the corporate assets wherever situated, and carry
on the affairs of the nonprofit corporation until a full hearing can be had. (b) After a hearing
had upon the notice as the court may direct to be given to all parties to the proceedings
and to any other parties in interest designated by the court, the court may appoint a liquidating
receiver or receivers with authority to collect the assets of the nonprofit corporation. The
liquidating receiver or receivers shall have authority, subject to the order of the court,
to sell, convey, and dispose of all or any part of the assets of the...
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10A-30-1.05
Section 10A-30-1.05 Certificate of formation; name of association; dissolution; applicable
to professional associations formed prior to January 1, 1984. Prior to January 1, 1984, person
or persons may form a professional association by executing and recording the certificate
of formation in the office of the judge of probate of the county in which the principal office
of the association is located, and must be by the judge recorded in a book kept for that purpose.
After recording the certificate of formation, the judge of probate shall endorse thereon a
certificate of registration, showing the book and page where recorded, and for services for
recording the certificate shall receive fifteen cents ($.15) for each 100 words of the certificate
of formation and two dollars fifty cents ($2.50) for examining the certificate of formation.
The person or persons forming the association shall adopt such name for the association as
they in their discretion may determine, provided that the name...
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