16-6a-1513. Withdrawal of foreign nonprofit corporation.
(1)
A foreign nonprofit corporation authorized to conduct affairs in this state may not withdraw from this state until its application for withdrawal has been filed by the division.
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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
Foreign nonprofit corporation: means an entity:
(a)
incorporated under a law other than the laws of this state; and
(b)
that would be a nonprofit corporation if formed under the laws of this state. See Utah Code 16-6a-102
Principal office: means :
(a)
the office, in or out of this state, designated by a domestic or foreign nonprofit corporation as its principal office in the most recent document on file with the division providing that information, including:
(i)
an annual report;
(ii)
an application for a certificate of authority; or
(iii)
a notice of change of principal office; or
(b)
if no principal office can be determined, a domestic or foreign nonprofit corporation's registered office. See Utah Code 16-6a-102
Service of process: The service of writs or summonses to the appropriate party.
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
(2)
A foreign nonprofit corporation authorized to conduct affairs in this state may apply for withdrawal by delivering to the division for filing an application for withdrawal setting forth:
(a)
its corporate name and its assumed name, if any;
(b)
the name of the state or country under whose law it is incorporated;
(c)
(i)
(A)
the address of its principal office; or
(B)
if a principal office is not to be maintained, a statement that the foreign nonprofit corporation will not maintain a principal office; and
(ii)
if different from the address of the principal office or if no principal office is to be maintained, the address to which service of process may be mailed pursuant to Section 16-6a-1514;
(d)
that the foreign nonprofit corporation is not conducting affairs in this state;
(e)
that it surrenders its authority to conduct affairs in this state;
(f)
whether its registered agent will continue to be authorized to accept service on its behalf in any proceeding based on a cause of action arising during the time it was authorized to conduct affairs in this state; and
(g)
any additional information that the division determines is necessary or appropriate to:
(i)
determine whether the foreign nonprofit corporation is entitled to withdraw; and
(ii)
determine and assess any unpaid taxes, fees, and penalties payable by the foreign nonprofit corporation as prescribed by this chapter.
(3)
A foreign nonprofit corporation’s application for withdrawal may not be filed by the division until:
(a)
all outstanding fees and state tax obligations have been paid; and
(b)
the division has received a certificate from the State Tax Commission reciting that all taxes owed by the foreign nonprofit corporation have been paid.
