Utah Code 16-10a-1405. Effect of dissolution

16-10a-1405. Effect of dissolution.

(1)

A dissolved corporation continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including:

Terms Used In Utah Code 16-10a-1405

Articles of incorporation: include :

(a)	amended and restated articles of incorporation;

(b)	articles of merger; and

(c)

a document of a similar import to those described in Subsections (4)(a) and (b). See Utah Code 16-10a-102

Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.

Bylaws: includes amended bylaws and restated bylaws. See Utah Code 16-10a-102

Corporate name: means :

(a)	the name of a domestic corporation or a domestic nonprofit corporation as stated in its articles of incorporation; or

(b)

the name of a foreign corporation or a foreign nonprofit corporation as stated in its articles of incorporation or document of similar import. See Utah Code 16-10a-102

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.

Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.

Proceeding: includes :

(a)	a civil suit;

(b)	arbitration or mediation; and

(c)	a criminal, administrative, or investigatory action. See Utah Code 16-10a-102 Property: includes both real and personal property. See Utah Code 68-3-12.5 Share: means the unit into which the proprietary interests in a corporation are divided. See Utah Code 16-10a-102
(a)	collecting its assets;

(b)	disposing of its properties that will not be distributed in kind to its shareholders;

(c)	discharging or making provision for discharging its liabilities;

(d)	distributing its remaining property among its shareholders according to their interests; and

(e)	doing every other act necessary to wind up and liquidate its business and affairs.

(2)

Dissolution of a corporation does not:

(a)	transfer title to the corporation’s property;

(b)	prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation’s share transfer records;

(c)	subject its directors or officers to standards of conduct different from those prescribed in 8;

(d)

change:

(i)	quorum or voting requirements for its board of directors or shareholders;

(ii)	provisions for selection, resignation, or removal of its directors or officers or both; or

(iii)

provisions for amending its bylaws or its articles of incorporation;

(e)	prevent commencement of a proceeding by or against the corporation in its corporate name;

(f)	abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or

(g)	terminate the authority of the registered agent of the corporation.

Amended by Chapter 189, 2014 General Session

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