16-10a-1401. Authorization of dissolution prior to issuance of shares. If a corporation has not yet issued shares, a majority of its directors, or if no directors have been elected or if elected directors are no longer serving, a majority of its incorporators may authorize the dissolution of the corporation. Enacted by Chapter 277, 1992 General […]
16-10a-1402. Authorization of dissolution after issuance of shares. (1) After shares have been issued, dissolution of a corporation may be authorized in the manner provided in Subsection (2). (2) For a proposal to dissolve the corporation to be authorized: (a) the board of directors must recommend dissolution to the shareholders unless the board of directors […]
16-10a-1407. Disposition of claims by publication — Disposition in absence of publication. (1) A dissolved corporation may publish notice of its dissolution and request that persons with claims against the corporation present them in accordance with the notice. (2) The notice contemplated in Subsection (1) shall: (a) be published: (i) one time in a newspaper […]
16-10a-1408. Enforcement of claims against dissolved corporations. A claim may be enforced: (1) under Section 16-10a-1406 or 16-10a-1407 against the dissolved corporation, to the extent of its undistributed assets; or (2) against a shareholder of the dissolved corporation, if the assets have been distributed in liquidation; but a shareholder’s total liability for all claims under […]
16-10a-1409. Service on dissolved corporation. (1) A dissolved corporation shall either: (a) maintain a registered agent in this state to accept service of process on its behalf; or (b) be deemed to have authorized service of process on it by registered or certified mail, return receipt requested, to the address of its principal office, if […]
16-10a-1420. Grounds for administrative dissolution. The division may commence a proceeding under Section 16-10a-1421 for administrative dissolution of a corporation if: (1) the corporation does not pay when they are due any taxes, fees, or penalties imposed by this chapter or other applicable laws of this state; (2) the corporation does not deliver a corporate […]
16-10a-1421. Procedure for and effect of administrative dissolution. (1) If the division determines that one or more grounds exist under Section 16-10a-1420 for dissolving a corporation, it shall mail the corporation written notice of: (a) the division’s determination that one or more grounds exist for dissolving; and (b) the grounds for dissolving the corporation. (2) […]
Effective 5/9/2017 16-10a-1422. Reinstatement following dissolution. (1) A corporation dissolved under Section 16-10a-1403 or 16-10a-1421 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 the corporation’s dissolution; (b) the corporation’s […]
16-10a-1423. Appeal from denial of reinstatement. If the division denies a corporation’s application for reinstatement under Section 16-10a-1422 following administrative dissolution, the division shall mail to the corporation in the manner provided in Subsection 16-10a-1421(5) written notice: (1) setting forth the reasons for denying the application; and (2) stating that the corporation has the right […]
16-10a-1430. Grounds for judicial dissolution. (1) A corporation may be dissolved in a proceeding by the attorney general or the division director if it is established that: (a) the corporation obtained its articles of incorporation through fraud; or (b) the corporation has continued to exceed or abuse the authority conferred upon it by law. (2) […]
16-10a-1431. Procedure for judicial dissolution. (1) A proceeding by the attorney general or director of the division to dissolve a corporation shall be brought in either the district court of the county in this state in which the principal office of the corporation is situated or the district court of Salt Lake County. A proceeding […]
16-10a-1432. Receivership or custodianship. (1) A court in a judicial proceeding brought to dissolve a corporation may appoint one or more receivers to wind up and liquidate, or one or more custodians to manage, the business and affairs of the corporation. The court shall hold a hearing, after giving notice to all parties to the […]
16-10a-1433. Decree of dissolution. (1) If after a hearing the court determines that one or more grounds for judicial dissolution described in Section 16-10a-1430 exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution. The clerk of the court shall deliver a certified copy of the decree to […]
16-10a-1434. Election to purchase in lieu of dissolution. (1) In a proceeding under Subsection 16-10a-1430(2) to dissolve a corporation that has no shares listed on a national securities exchange or regularly traded in a market maintained by one or more members of a national or affiliated securities association, the corporation may elect, or if it […]
16-10a-1440. Deposit with state treasurer. Assets of a dissolved corporation that should be transferred to a creditor, claimant, or shareholder of the corporation who cannot be found or who is not competent to receive them shall be reduced to cash and deposited with the state treasurer in accordance with Title 67, Chapter 4a, Revised Uniform […]
