(1)  A corporation may revoke its dissolution within 120 days after the effective date of the dissolution.

Terms Used In Utah Code 16-10a-1404

  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Division: means the Division of Corporations and Commercial Code. See Utah Code 16-10a-102
  • Shareholder: means :
(i) the person in whose name a share is registered in the records of a corporation; or
(ii) the beneficial owner of a share to the extent recognized pursuant to Section 16-10a-723. See Utah Code 16-10a-102
(2)  Revocation of dissolution shall be authorized in the same manner as the dissolution was authorized unless, in the case of authorization pursuant to Section 16-10a-1402, that authorization permitted revocation by action of the board of directors alone, in which event the board of directors may revoke the dissolution without shareholder action.

(3)  After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the division for filing articles of revocation of dissolution, together with a copy of its articles of dissolution, that set forth:

(a)  the name of the corporation;

(b)  the effective date of the dissolution that was revoked;

(c)  the date that the revocation of dissolution was authorized;

(d)  if pursuant to Subsection (2) the corporation’s board of directors or incorporators revoked the dissolution authorized under Section 16-10a-1401, a statement to that effect;

(e)  if pursuant to Subsection (2) the corporation’s board of directors revoked a dissolution approved by the shareholders, a statement that the revocation was permitted by action by the board of directors alone pursuant to that authorization; and

(f)  if the revocation of dissolution was approved pursuant to Subsection (2) by the shareholders, the information required by Subsection 16-10a-1403(1)(e).

(4)  Revocation of dissolution is effective as provided in Subsection 16-10a-123(1). A provision may not be made for a delayed effective date for revocation pursuant to Subsection 16-10a-123(2).

(5)  When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation may carry on its business as if dissolution had never occurred.

Amended by Chapter 378, 2010 General Session

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