Utah Department of Administrative Services

Division of Archives & Records Service

DEPARTMENT OF COMMERCE. DIVISION OF CORPORATIONS AND COMMERCIAL CODE

Agency History #221

CREATION

The Division of Corporations and Commercial Code was created within the Department of Business Regulation in 1984 to assume certain duties and responsibilities previously delegated to the Secretary of State pertaining to corporations and commercial code (Laws of Utah 1984, chapter 66). The Division of Corporations and Commercial Code serves all business enterprises by providing registration and informational assistance, expediting customer needs, and facilitating public access to records and data (Utah Department of Commerce. Division of Corporations and Commercial Code. Website; May 1999).

FUNCTIONS

The Division of Corporations and Commercial Code is a focal point for businesses and those interested in obtaining information about specific businesses. The Division serves the Utah business community by providing corporate registrations, informational assistance, and making available its repository of business filings and data for public research.

The Division is the state's corporate filing office and repository site for all corporate, commercial code and agricultural lien filings, business registrations and notary public, state trademark and collection agency filings. Records are maintained by the Division for the purpose of providing an orderly and stable commercial climate within Utah. As the state's "business registrar," the Division ensures that businesses and corporations meet minimum statutory standards in order to enjoy legal privileges and protection. The Division provides stability and reliability in the marketplace assuring that business identities are not encroached upon and providing the public with information about registered businesses or corporations.

The Division perfects the liens of creditors in a secured commodity against a debtor-party by allowing the filing of Uniform Commercial Code liens. It also protects the public's rights against wrongful creditor liens and commodities owned by individuals (Department of Commerce, Annual Reports, 1998).

The Uniform Commercial Code (UCC) is a law governing commercial transactions ( including sales and leasing of goods, transfer of funds, commercial paper, bank deposits and collections, letters of credit, bulk transfers, warehouse receipts, bills of lading, investment securities, and secured transactions). The purpose of the UCC was to establish a uniform set of rules to govern commercial transactions, which are often conducted across state lines. The goal of the UCC law is to create a body of rules that would realistically and fairly solve the common problems occurring in everyday commercial transactions. The Division of Corporations and Commercial Code is the central filing office for financial statements and other documents provided under the Uniform Commercial Code. The intent of filings is to "perfect" or preserve security interest in named collateral.

The Division of Corporations and Commercial Code files and maintains these records on financial obligations incurred by individuals, business entities, and corporations. This information is important to any business or financial institution contemplating entering into a lien transaction as the secured party (the party providing funds or financing collateral) (Department of Commerce. Division of Corporations and Commercial Code. Website; May 1999).

ADMINISTRATION

The Division of Corporations and Commercial Code is one of seven divisions within the Department of Commerce. The Department of Commerce is an independent agency with the director appointed by the governor. The Division of Corporations and Commercial Code was created in 1984 within the Department of Business Regulation. The name of the agency was changed to the Department of Commerce in 1989 (Laws of Utah, 1989, Chapter 225).

COMPILED BY: David Clark, May 1999

SOURCES

Department of Commerce. Annual Reports. [Series #21949]

Utah Department of Commerce. Website; May 1999.

Utah Department of Commerce. Division of Corporations and Commercial Code. Website; May 1999.

Utah. Legislature. Laws of Utah. [Series #83155]

Utah. Legislature. Utah Code Annotated. [Series #83238]

Utah. Legislature. Utah Code Unannotated. [Series #1052]