Section 1412 – Reinstatement following administrative dissolution — Reinstatement after voluntary dissolution.

• (1) A nonprofit corporation administratively dissolved under Section 16-6a-1411 may apply to the division for reinstatement within two years after the effective date of dissolution by delivering to the division for filing an application for reinstatement that states:
  • (a) the effective date of its administrative dissolution and its corporate name on the effective date of dissolution;
  • (b) that the ground or grounds for dissolution:
    • (i) did not exist; or
    • (ii) have been eliminated;
  • (c)
    • (i) the corporate name under which the nonprofit corporation is being reinstated; and
    • (ii) the corporate name that satisfies the requirements of Section 16-6a-401;
  • (d) that the nonprofit corporation has paid all fees or penalties imposed under this chapter or other applicable state law;
  • (e) that the nonprofit corporation:
    • (i) has paid any taxes, fees, or penalties owed to the State Tax Commission; or
    • (ii) is current on a payment plan with the State Tax Commission for any taxes, fees, or penalties owed to the State Tax Commission;
  • (f) the address of the nonprofit corporation’s registered office;
  • (g) the name of the nonprofit corporation’s registered agent at the office stated in Subsection (1)(f); and
  • (h) any additional information the division determines is necessary or appropriate.

• (2) The nonprofit corporation shall include in or with the application for reinstatement:
  • (a) the written consent to appointment by the designated registered agent; and
  • (b) a certificate from the State Tax Commission that states that the nonprofit corporation:
    • (i) has paid any taxes, fees, or penalties owed to the State Tax Commission; or
    • (ii) is current on a payment plan with the State Tax Commission for any taxes, fees, or penalties owed to the State Tax Commission.

• (3)
  • (a) The division shall revoke the administrative dissolution if:
    • (i) the division determines that the application for reinstatement contains the information required by Subsections (1) and (2); and
    • (ii) that the information is correct.
  • (b) The division shall mail written notice of the revocation to the nonprofit corporation in the manner provided in Subsection 16-6a-1411(5) stating the effective date of the dissolution.

• (4) When the reinstatement is effective:
  • (a) the reinstatement relates back to and takes effect as of the effective date of the administrative dissolution;
  • (b) the nonprofit corporation may carry on its activities, under the name stated pursuant to Subsection (1)(c), as if the administrative dissolution had never occurred; and
  • (c) an act of the nonprofit corporation during the period of dissolution is effective and enforceable as if the administrative dissolution had never occurred.

• (5)
  • (a) The division may make rules for the reinstatement of a nonprofit corporation voluntarily dissolved.
  • (b) The rules made under Subsection (5)(a) shall be substantially similar to the requirements of this section for reinstatement of a nonprofit corporation that is administratively dissolved.

Amended by Chapter 122, 2017 General Session