16-6a-1401. Dissolution by incorporators or directors if no members. (1) If a nonprofit corporation has no members, the following may authorize the dissolution of the nonprofit corporation: (a) a majority of its directors; or (b) if it has no directors, a majority of its incorporators. (2) The directors or incorporators in approving dissolution shall adopt […]
16-6a-1402. Dissolution by directors and members. (1) If a nonprofit corporation has members, dissolution of a nonprofit corporation may be authorized in the manner provided in Subsection (2). (2) For a proposal to dissolve the nonprofit corporation to be authorized: (a) the board of directors shall adopt the proposal to dissolve; (b) the board of […]
16-6a-1403. Articles of dissolution. (1) At any time after dissolution is authorized, the nonprofit corporation may dissolve by delivering to the division for filing articles of dissolution setting forth: (a) the name of the nonprofit corporation; (b) (i) (A) the address of the nonprofit corporation’s principal office; or (B) if a principal office is not […]
16-6a-1404. Revocation of dissolution. (1) A nonprofit corporation may revoke its dissolution within 120 days after the effective date of the dissolution. (2) (a) Except as provided in Subsection (2)(b), revocation of dissolution shall be authorized in the same manner as the dissolution was authorized. (b) The board of directors may revoke the dissolution without […]
Effective 5/12/2015 16-6a-1405. Effect of dissolution. (1) A dissolved nonprofit corporation continues its corporate existence but may not carry on any activities except as is appropriate to wind up and liquidate its affairs, including: (a) collecting its assets; (b) returning, transferring, or conveying assets held by the nonprofit corporation upon a condition requiring return, transfer, […]
16-6a-1406. Disposition of known claims by notification. (1) A dissolved nonprofit corporation may dispose of the known claims against it by following the procedures described in this section. (2) A dissolved nonprofit corporation electing to dispose of known claims pursuant to this section may give written notice of the dissolution to known claimants at any […]
16-6a-1407. Disposition of claims by publication. (1) A dissolved nonprofit corporation may publish notice of its dissolution and request that persons with claims against the nonprofit corporation present them in accordance with the notice. (2) The notice described in Subsection (1) shall: (a) be published: (i) one time in a newspaper of general circulation in: […]
16-6a-1408. Enforcement of claims against dissolved nonprofit corporation. (1) Subject to Subsection (2), a claim may be enforced under Section 16-6a-1406 or 16-6a-1407: (a) against the dissolved nonprofit corporation to the extent of its undistributed assets; and (b) if assets have been distributed in liquidation, against any person, other than a creditor of the nonprofit […]
16-6a-1409. Service on dissolved nonprofit corporation. (1) A dissolved nonprofit corporation shall: (a) maintain a registered agent to accept service of process on its behalf; or (b) be considered to have authorized service of process on it by registered or certified mail, return receipt requested, to: (i) the address of its principal office, if any: […]
16-6a-1410. Grounds for administrative dissolution. The division may commence a proceeding under Section 16-6a-1411 for administrative dissolution of a nonprofit corporation if: (1) the nonprofit 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 nonprofit corporation does not […]
16-6a-1411. Procedure for and effect of administrative dissolution. (1) If the division determines that one or more grounds exist under Section 16-6a-1410 for dissolving a nonprofit corporation, the division shall mail to the nonprofit corporation written notice of the determination, stating the one or more grounds for administrative dissolution. (2) (a) If the nonprofit corporation […]
Effective 5/9/2017 16-6a-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 […]
16-6a-1413. Appeal from denial of reinstatement. (1) If the division denies a nonprofit corporation’s application for reinstatement following administrative dissolution under Section 16-6a-1411, the division shall mail to the nonprofit corporation in the manner provided in Subsection 16-6a-1411(5) written notice: (a) setting forth the reasons for denying the application; and (b) stating that the nonprofit […]
16-6a-1414. Grounds for judicial dissolution. (1) A nonprofit corporation may be dissolved in a proceeding by the attorney general or the division director if it is established that: (a) the nonprofit corporation obtained its articles of incorporation through fraud; or (b) the nonprofit corporation has continued to exceed or abuse the authority conferred upon it […]
16-6a-1415. Procedure for judicial dissolution. (1) (a) A proceeding by the attorney general or director of the division to dissolve a nonprofit corporation shall be brought in: (i) the district court of the county in this state where the nonprofit corporation’s principal office is located; or (ii) if the nonprofit corporation has no principal office […]
16-6a-1416. Receivership or custodianship. (1) (a) A court in a judicial proceeding brought to dissolve a nonprofit corporation may appoint: (i) one or more receivers to wind up and liquidate the affairs of the nonprofit corporation; or (ii) one or more custodians to manage the affairs of the nonprofit corporation. (b) Before appointing a receiver […]
16-6a-1417. Decree of dissolution. (1) If after a hearing the court determines that one or more grounds for judicial dissolution described in Section 16-6a-1414 exist: (a) the court may enter a decree: (i) dissolving the nonprofit corporation; and (ii) specifying the effective date of the dissolution; and (b) the clerk of the court shall deliver […]
16-6a-1418. Dissolution upon expiration of period of duration. (1) A nonprofit corporation shall be dissolved upon and by reason of the expiration of its period of duration, if any, stated in its articles of incorporation. (2) For purposes of this section: (a) a provision in the articles of incorporation is considered a provision for a […]
16-6a-1419. Deposit with state treasurer. Assets of a dissolved nonprofit corporation that are to be transferred to a creditor, claimant, or member of the nonprofit corporation shall be reduced to cash and deposited with the state treasurer in accordance with Title 67, Chapter 4a, Revised Uniform Unclaimed Property Act, if the creditor, claimant, or member: […]
