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 the foreign nonprofit corporation’s 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
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 that states:
(a)
the foreign nonprofit corporation’s corporate name and assumed name, if any;
(b)
the name of the state or country under whose law the foreign nonprofit corporation is incorporated;
(c)
(i)
(A)
the address of the foreign nonprofit corporation’s 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 the foreign nonprofit corporation surrenders the foreign nonprofit corporation’s authority to conduct affairs in this state;
(f)
whether the foreign nonprofit corporation’s registered agent will continue to be authorized to accept service on the foreign nonprofit corporation’s behalf in any proceeding based on a cause of action arising during the time the foreign nonprofit corporation was authorized to conduct affairs in this state;
(g)
the federal employer identification number of the foreign nonprofit corporation; and
(h)
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)
After receiving a foreign nonprofit corporation’s application for withdrawal, the division shall:
(i)
provide the State Tax Commission with the foreign nonprofit corporation’s federal employer identification number; and
(ii)
request that the State Tax Commission certify that the foreign nonprofit corporation is in good standing.
(b)
The State Tax Commission shall certify that a foreign nonprofit corporation is in good standing if the foreign nonprofit corporation has paid all taxes, fees, and penalties the foreign nonprofit corporation owed to the State Tax Commission.
(c)
If a foreign nonprofit corporation is not in good standing as described in Subsection (3)(b), the State Tax Commission shall:
(i)
notify the division, stating that the foreign nonprofit corporation is not in good standing; and
(ii)
notify the foreign nonprofit corporation, explaining in detail why the foreign nonprofit corporation is not in good standing.
(4)
(a)
The division shall approve a foreign nonprofit corporation’s application for withdrawal if:
(i)
the division determines that the application for withdrawal contains the information required under Subsection (2);
(ii)
the division determines the information in the application is correct; and
(iii)
the State Tax Commission certifies that the foreign nonprofit corporation is in good standing as described in Subsection (3)(b).
(b)
The division shall mail written notice of the withdrawal stating the effective date of the withdrawal to the foreign nonprofit corporation.
