Rep. Norm Thurston — Voting Record

Bill

Number

S.B. 39 (2018GS)

Sponsor

Sen. Bramble, C.

Final action

Governor Signed 3/16/2018

Outcome

Became law — signed by Gov. Gary R. Herbert

Summary

What it does

• This bill:
• changes the term "certificate of good standing" to "certificate of existence"; and
• makes technical and conforming changes.

Every vote on this bill

Bill text

BUSINESS ENTITY AMENDMENTS
GENERAL SESSION
STATE OF UTAH
Chief Sponsor: Curtis S. Bramble
House Sponsor: 
Steve Eliason
LONG TITLE
General Description:
This bill modifies provisions related to a certificate of good standing from the Division
of Corporations and Commercial Code.
Highlighted Provisions:
This bill:
▸ changes the term "certificate of good standing" to "certificate of existence"; and
▸ makes technical and conforming changes.
Money Appropriated in this Bill:
None
Other Special Clauses:
None
Utah Code Sections Affected:
AMENDS:
16-16-206
, as enacted by Laws of Utah 2008, Chapter 363
16-16-1402
, as last amended by Laws of Utah 2010, Chapter 378
16-17-209
, as enacted by Laws of Utah 2008, Chapter 364
48-2e-211
, as enacted by Laws of Utah 2013, Chapter 412
48-3a-211
, as enacted by Laws of Utah 2013, Chapter 412
63M-4-503
, as last amended by Laws of Utah 2014, Chapter 414
63M-4-603
, as enacted by Laws of Utah 2015, Chapter 356
63N-2-703
, as renumbered and amended by Laws of Utah 2015, Chapter 283
Be it enacted by the Legislature of the state of Utah:
Section 1. Section 
16-16-206
 is amended to read:
16-16-206.
Certificate of existence or authorization.
(1) The division, upon request and payment of the required fee, shall furnish any
person that requests it a certificate of [
good standing
] 
existence
 for a limited cooperative
association if the records filed in the office of the division show that the division has filed the
association's articles of organization, that the association is [
in good standing
] 
registered with
the division
, and that the division has not filed a statement of termination.
(2) The division, upon request and payment of the required fee, shall furnish to any
person that requests it a certificate of authority for a foreign cooperative if the records filed in
the office of the division show that the division has filed the foreign cooperative's certificate of
authority, has not revoked nor has reason to revoke the certificate of authority, and has not filed
a notice of cancellation.
(3) Subject to any exceptions stated in the certificate, a certificate of [
good standing
]
existence
 or authority issued by the division establishes conclusively that the limited
cooperative association or foreign cooperative is [
in good standing
] 
registered with the division
or is authorized to transact business in this state.
Section 2. Section 
16-16-1402
 is amended to read:
16-16-1402.
Application for certificate of authority.
(1) A foreign cooperative may apply for a certificate of authority by delivering an
application to the division for filing. The application shall state:
(a) the name of the foreign cooperative and, if the name does not comply with Section
16-16-111
, an alternative name adopted pursuant to Section 
16-16-1405
;
(b) the name of the state or other jurisdiction under whose law the foreign cooperative
is organized;
(c) the street address and, if different, mailing address of the principal office and, if the
law of the jurisdiction under which the foreign cooperative is organized requires the foreign
cooperative to maintain another office in that jurisdiction, the street address and, if different,
mailing address of the required office;
(d) the street address and, if different, mailing address of the foreign cooperative's
designated office in this state, and the name of the foreign cooperative's agent for service of
process at the designated office; and
(e) the name, street address and, if different, mailing address of each of the foreign
cooperative's current directors and officers.
(2) A foreign cooperative shall deliver with a completed application under Subsection
(1) a certificate of [
good standing
] 
existence
 or a similar record signed by the division or other
official having custody of the foreign cooperative's publicly filed records in the state or other
jurisdiction under whose law the foreign cooperative is organized.
Section 3. Section 
16-17-209
 is amended to read:
16-17-209.
Resignation of registered agent.
(1) A registered agent may resign at any time with respect to a represented entity by
filing with the division a statement of resignation signed by or on behalf of the agent which
states:
(a) the name of the entity;
(b) the name of the agent;
(c) that the agent resigns from serving as agent for service of process for the entity; and
(d) the name and address of the person to which the agent will send the notice required
by Subsection (3).
(2) A statement of resignation takes effect on the earlier of the 31st day after the day on
which it is filed or the appointment of a new registered agent for the represented entity.
(3) The registered agent shall promptly furnish the represented entity notice in a record
of the date on which a statement of resignation was filed.
(4) When a statement of resignation takes effect, the registered agent ceases to have
responsibility for any matter tendered to it as agent for the represented entity. A resignation
under this section does not affect any contractual rights the entity has against the agent or that
the agent has against the entity.
(5) A registered agent may resign with respect to a represented entity whether or not
the entity is [
in good standing
] 
registered with the division
.
Section 4. Section 
48-2e-211
 is amended to read:
48-2e-211.
Certificate of existence or registration.
(1) On request of any person, the division shall issue a certificate of [
good standing
]
existence
 for a limited partnership or a certificate of registration for a registered foreign limited
partnership.
(2) A certificate under Subsection (1) must state:
(a) the limited partnership's name or the registered foreign limited partnership's name
used in this state;
(b) in the case of a limited partnership:
(i) that a certificate of limited partnership has been filed and has taken effect;
(ii) the date the certificate of limited partnership became effective;
(iii) the period of the limited partnership's duration if the records of the division reflect
that its period of duration is less than perpetual; and
(iv) that:
(A) no statement of dissolution, statement of administrative dissolution, or statement of
termination has been filed;
(B) the records of the division do not otherwise reflect that the limited partnership has
been dissolved or terminated; and
(C) a proceeding is not pending under Section 
48-2e-810
;
(c) in the case of a registered foreign limited partnership, that it is registered to do
business in this state;
(d) that all fees, taxes, interest, and penalties owed to this state by the limited
partnership or the registered foreign limited partnership and collected through the division have
been paid, if:
(i) payment is reflected in the records of the division; and
(ii) nonpayment affects the good standing or registration of the limited partnership or
registered foreign limited partnership;
(e) that the most recent annual report required by Section 
48-2e-212
 has been delivered
to the division for filing; and
(f) other facts reflected in the records of the division pertaining to the limited
partnership or foreign limited partnership which the person requesting the certificate
reasonably requests.
(3) Subject to any qualification stated in the certificate, a certificate issued by the
division under Subsection (1) may be relied upon as conclusive evidence of the facts stated in
the certificate.
Section 5. Section 
48-3a-211
 is amended to read:
48-3a-211.
Certificate of existence or registration.
(1) On request of any person, the division shall issue a certificate of [
good standing
]
existence
 for a limited liability company or a certificate of registration for a registered foreign
limited liability company.
(2) A certificate under Subsection (1) must state:
(a) the limited liability company's name or the registered foreign limited liability
company's name used in this state;
(b) in the case of a limited liability company:
(i) that a certificate of organization has been filed and has taken effect;
(ii) the date the certificate of organization became effective;
(iii) the period of the limited liability company's duration if the records of the division
reflect that its period of duration is less than perpetual; and
(iv) that:
(A) no statement of dissolution, statement of administrative dissolution, or statement of
termination has been filed;
(B) the records of the division do not otherwise reflect that the company has been
dissolved or terminated; and
(C) a proceeding is not pending under Section 
48-3a-708
;
(c) in the case of a registered foreign limited liability company, that it is registered to
do business in this state;
(d) that all fees, taxes, interest, and penalties owed to this state by the limited liability
company or foreign limited liability company and collected through the division have been
paid, if:
(i) payment is reflected in the records of the division; and
(ii) nonpayment affects the [
good standing or registration
] 
status
 of the limited liability
company or foreign limited liability company 
with the division
;
(e) that the most recent annual report required by Section 
48-3a-212
 has been delivered
to the division for filing; and
(f) other facts reflected in the records of the division pertaining to the limited liability
company or foreign limited liability company which the person requesting the certificate
reasonably requests.
(3) Subject to any qualification stated in the certificate, a certificate issued by the
division under Subsection (1) may be relied upon as conclusive evidence of the facts stated in
the certificate.
Section 6. Section 
63M-4-503
 is amended to read:
63M-4-503.
Tax credits.
(1) (a) In accordance with Title 63G, Chapter 3, Utah Administrative Rulemaking Act,
the office shall make rules establishing standards an alternative energy entity shall meet to
qualify for a tax credit.
(b) Before the office enters into an agreement described in Subsection (2) with an
alternative energy entity, the office, in consultation with other state agencies as necessary, shall
certify:
(i) that the alternative energy entity plans to produce in the state at least:
(A) two megawatts of electricity;
(B) 1,000 barrels per day if the alternative energy project is a crude oil equivalent
production; or
(C) 250 barrels per day if the alternative energy project is a biomass energy fuel
production;
(ii) that the alternative energy project will generate new state revenues;
(iii) the economic life of the alternative energy project produced by the alternative
energy entity;
(iv) that the alternative energy entity meets the requirements of Section 
63M-4-504
;
and
(v) that the alternative energy entity has received a [
Certificate of Good Standing
]
certificate of existence
 from the Division of Corporations and Commercial Code.
(2) If an alternative energy entity meets the requirements of this part to receive a tax
credit, the office shall enter into an agreement with the alternative energy entity to authorize the
tax credit in accordance with Subsection (3).
(3) (a) Subject to Subsection (3)(b), if the office expects that the time from the
commencement of construction until the end of the economic life of the alternative energy
project is 20 years or more:
(i) the office shall grant a tax credit for the lesser of:
(A) the economic life of the alternative energy project; or
(B) 20 years; and
(ii) the tax credit is equal to 75% of new state revenues generated by the alternative
energy project.
(b) For a taxable year, a tax credit under this section may not exceed the new state
revenues generated by an alternative energy project during that taxable year.
(4) An alternative energy entity that seeks to receive a tax credit or has entered into an
agreement described in Subsection (2) with the office shall:
(a) annually file a report with the office showing the new state revenues generated by
the alternative energy project during the taxable year for which the alternative energy entity
seeks to receive a tax credit under Section 
59-7-614.7
 or 
59-10-1029
;
(b) subject to Subsection (5), annually file a report with the office prepared by an
independent certified public accountant verifying the new state revenue described in
Subsection (4)(a);
(c) subject to Subsection (5), file a report with the office at least every four years
prepared by an independent auditor auditing the new state revenue described in Subsection
(4)(a);
(d) provide the office with information required by the office to certify the economic
life of the alternative energy project produced by the alternative energy entity, which may
include a power purchase agreement, a lease, or a permit; and
(e) retain records supporting a claim for a tax credit for at least four years after the
alternative energy entity claims a tax credit under Section 
59-7-614.7
 or 
59-10-1029
.
(5) An alternative energy entity for which a report is prepared under Subsection (4)(b)
or (c) shall pay the costs of preparing the report.
(6) The office shall annually certify the new state revenues generated by an alternative
energy project for a taxable year for which an alternative energy entity seeks to receive a tax
credit under Section 
59-7-614.7
 or 
59-10-1029
.
Section 7. Section 
63M-4-603
 is amended to read:
63M-4-603.
Tax credit -- Amount -- Eligibility -- Reporting.
(1) Before the office enters into an agreement described in Subsection (3) with an
applicant regarding a project, the office, in consultation with the Utah Energy Infrastructure
Authority Board created in Section 
63H-2-202
, and other state agencies as necessary, shall, in
accordance with the procedures described in Section 
63M-4-604
, certify:
(a) that the project meets the definition of a high cost infrastructure project under this
part;
(b) that the high cost infrastructure project will generate infrastructure-related revenue;
(c) the economic life of the high cost infrastructure project; and
(d) that the applicant has received a certificate of [
good standing
] 
existence
 from the
Division of Corporations and Commercial Code.
(2) (a) Before the office enters into an agreement described in Subsection (3) with an
applicant regarding a project, the Utah Energy Infrastructure Authority Board shall evaluate the
project's benefit to the state, based on whether the project:
(i) is likely to increase the property tax revenue for the municipality or county where
the project will be located;
(ii) would provide new infrastructure for an area where the type of infrastructure the
project would create is underdeveloped;
(iii) would have a positive environmental impact on the state;
(iv) would upgrade or improve an existing entity in order to ensure the entity's
continued operation and economic viability; and
(v) is less likely to be completed without a tax credit issued to the applicant under this
part.
(b) The Utah Energy Infrastructure Authority Board may recommend that the office
deny an applicant a tax credit if the applicant's project does not, as determined by the Utah
Energy Infrastructure Authority Board, sufficiently benefit the state based on the criteria
described in Subsection (2)(a).
(3) Subject to the procedures described in Section 
63M-4-604
, if an applicant meets the
requirements of Subsection (1) to receive a tax credit, and the applicant's project receives a
favorable recommendation from the Utah Energy Infrastructure Authority Board under
Subsection (2), the office shall enter into an agreement with the applicant to authorize the tax
credit in accordance with this part.
(4) The office shall grant a tax credit to an infrastructure cost-burdened entity, for a
high cost infrastructure project, under an agreement described in Subsection (3):
(a) for the lesser of:
(i) the economic life of the high cost infrastructure project;
(ii) 20 years; or
(iii) a time period, the first taxable year of which is the taxable year when the
construction of the high cost infrastructure project begins and the last taxable year of which is
the taxable year in which the infrastructure cost-burdened entity has recovered, through the tax
credit, an amount equal to:
(A) 50% of the cost of the infrastructure construction associated with the high cost
infrastructure project; or
(B) if the high cost infrastructure project is a fuel standard compliance project, 30% of
the cost of the infrastructure construction associated with the high cost infrastructure project.
(b) except as provided in Subsections (4)(a) and (d), in a total amount equal to 30% of
the high cost infrastructure project's total infrastructure-related revenue over the time period
described in Subsection (4)(a);
(c) for a taxable year, in an amount that does not exceed the high cost infrastructure
project's infrastructure-related revenue during that taxable year; and
(d) if the high cost infrastructure project is a fuel standard compliance project, in a total
amount that is:
(i) determined by the Utah Energy Infrastructure Authority Board, based on:
(A) the applicant's likelihood of completing the high cost infrastructure project without
a tax credit; and
(B) how soon the applicant plans to complete the high cost infrastructure project; and
(ii) equal to or less than 30% of the high cost infrastructure project's total
infrastructure-related revenue over the time period described in Subsection (4)(a).
(5) An infrastructure cost-burdened entity shall, for each taxable year:
(a) file a report with the office showing the high cost infrastructure project's
infrastructure-related revenue during the taxable year;
(b) subject to Subsection (7), file a report with the office that is prepared by an
independent certified public accountant that verifies the infrastructure-related revenue
described in Subsection (5)(a); and
(c) provide the office with information required by the office to certify the economic
life of the high cost infrastructure project.
(6) An infrastructure cost-burdened entity shall retain records supporting a claim for a
tax credit for the same period of time during which a person is required to keep books and
records under Section 
59-1-1406
.
(7) An infrastructure cost-burdened entity for which a report is prepared under
Subsection (5)(b) shall pay the costs of preparing the report.
(8) The office shall certify, for each taxable year, the infrastructure-related revenue
generated by an infrastructure cost-burdened entity.
Section 8. Section 
63N-2-703
 is amended to read:
63N-2-703.
Tax credits.
(1) (a) In accordance with Title 63G, Chapter 3, Utah Administrative Rulemaking Act,
the office, with advice from the board, shall make rules establishing standards an alternative
energy entity shall meet to qualify for a tax credit.
(b) Before the office enters into an agreement described in Subsection (2) with an
alternative energy entity, the office shall certify:
(i) that the alternative energy manufacturing project will generate new state revenues;
(ii) the economic life of the alternative energy manufacturing project produced by the
alternative energy entity;
(iii) that local incentives have been committed or will be committed to be provided to
the alternative energy manufacturing project;
(iv) that the alternative energy entity meets the requirements of Section 
63N-2-704
;
and
(v) that the alternative energy entity has received a [
Certificate of Good Standing
]
certificate of existence
 from the Division of Corporations and Commercial Code.
(2) If an alternative energy entity meets the requirements of this part to receive a tax
credit, the office may enter into an agreement with the alternative energy entity to authorize the
tax credit in accordance with Subsection (3).
(3) (a) Subject to Subsections (3)(b) through (d), the office may authorize or commit a
tax credit under this part that may not exceed 100% of new state revenues generated by the
alternative energy manufacturing project.
(b) As determined by the office, the office may authorize or commit a tax credit under
this section for a time period that does not exceed the lesser of:
(i) the economic life of the alternative energy manufacturing project; or
(ii) 20 years.
(c) The office shall consider economic modeling, including the costs and benefits of an
alternative energy manufacturing project to the state and local governments, in determining:
(i) the amount of tax credit to authorize or commit in accordance with Subsection
(3)(a); and
(ii) the time period for which the office will authorize or commit a tax credit in
accordance with Subsection (3)(b).
(d) For a taxable year, a tax credit under this section may not exceed the new state
revenues generated by an alternative energy manufacturing project during that taxable year.
(4) An alternative energy entity that seeks to receive a tax credit or has entered into an
agreement described in Subsection (2) with the office shall:
(a) annually file a report with the office showing the new state revenues generated by
the alternative energy manufacturing project during the taxable year for which the alternative
energy entity seeks to receive a tax credit under Section 
59-7-614.8
 or 
59-10-1030
;
(b) submit to an audit for verification of a tax credit under Section 
59-7-614.8
 or
59-10-1030
;
(c) provide the office with information required by the office to certify the economic
life of the alternative energy manufacturing project produced by the alternative energy entity,
which may include a power purchase agreement, a lease, or a permit; and
(d) retain records supporting a claim for a tax credit for at least four years after the
alternative energy entity claims a tax credit under Section 
59-7-614.8
 or 
59-10-1030
.
(5) The office shall annually certify the new state revenues generated by an alternative
energy manufacturing project for a taxable year for which an alternative energy entity seeks to
receive a tax credit under Section 
59-7-614.8
 or 
59-10-1030
.