AGENCY: Department of Commerce. Division of Corporations and Commercial Code

SERIES: 7184
TITLE: Incorporation case files
DATES: 1871-
ARRANGEMENT: Numerical by case file number.

DESCRIPTION: Incorporation Case Files contain at a minimum the original articles of incorporation and any subsequent amendments to corporations. Some files also contain notices to pay licensing fees and taxes, oaths of office for corporate officers, annual reports, correspondence, dissolution certificates, or other miscellaneous documents. Case files are created during the length of a corporation's duration existence to form a business into an association with the legal rights and liabilities of an individual.

Articles of incorporation constitute a contract between the state and corporation, between corporation and stockholders, and between the stockholders and state. The articles of incorporation record the following: names of the incorporators and their places of residence, the length of the corporation's duration, the pursuit of business agreed upon, amount of stock each shareholder receives, description of stock classes, number and kind of corporate officers, and the number of directors necessary to transact corporate business.

Prior to 1962, corporations were required by law to file articles of incorporation with the Secretary of State and the County Clerks. Effective January 1, 1962, the law changed and the Secretary of State become the sole agency responsible for corporation records in the state (Laws of Utah, 1961, Chapter 28). In 1974, a notice was sent out to all corporations requesting their current status. Corporations that were no longer in existence were officially dissolved by the Secretary of State. In 1984, the Division of Corporations and Commercial Code was created to assume duties and responsibilities pertaining to corporations that were previously delegated to the Secretary of State (Laws of Utah, 1984, Chapter 66).

RETENTION

Retain permanently

DISPOSITION

May Transfer to Archives.

RETENTION AND DISPOSITION AUTHORIZATION

These records are in Archives' permanent custody.

APPROVED: 06/1987

FORMAT MANAGEMENT

Paper: Retain in Office until scanned and quality checked and then transfer to State Records Center. Retain in State Records Center for 30 years and then transfer to State Archives with authority to weed provided entity has expired.

Microfilm master: Retain in State Archives permanently.

Microfilm duplicate: Retain in Office permanently.

APPRAISAL

Administrative Fiscal Historical Legal

Because of the importance of incorporation information, which documents the organization and existence of companies, the Division of Corporations and Commercial Code is required by law [UCA section 16] to maintain incorporation case files and their corresponding indexes.

PRIMARY DESIGNATION

Public