Superseded 7/1/2023 16-6a-1412.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:
Need help reviewing 501c forms? Have it reviewed by a lawyer, get answers to your questions and move forward with confidence. Connect with a lawyer now
the name of a domestic corporation as stated in the domestic corporation's articles of incorporation;
(b)
the name of a domestic nonprofit corporation as stated in the domestic nonprofit corporation's articles of incorporation;
(c)
the name of a foreign corporation as stated in the foreign corporation's:
(i)
articles of incorporation; or
(ii)
document of similar import to articles of incorporation; or
(d)
the name of a foreign nonprofit corporation as stated in the foreign nonprofit corporation's:
(i)
articles of incorporation; or
(ii)
document of similar import to articles of incorporation. See Utah Code 16-6a-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.
Division: means the Division of Corporations and Commercial Code. See Utah Code 16-6a-102
Registered office: means the office within this state designated by a domestic or foreign nonprofit corporation as its registered office in the most recent document on file with the division providing that information, including:
State: when applied to the different parts of the United States, includes a state, district, or territory of the United States. See Utah Code 68-3-12.5
(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.
