Utah Code 16-10a-1405. Effect of dissolution
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(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 :(4)(a) amended and restated articles of incorporation;(4)(b) articles of merger; and(4)(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 :
(10)(a) the name of a domestic corporation or a domestic nonprofit corporation as stated in its articles of incorporation; or(10)(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 :
(26)(a) a civil suit;(26)(b) arbitration or mediation; and(26)(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
- Quorum: The number of legislators that must be present to do business.
- Share: means the unit into which the proprietary interests in a corporation are divided. See Utah Code 16-10a-102
(1)(a) collecting its assets;(1)(b) disposing of its properties that will not be distributed in kind to its shareholders;(1)(c) discharging or making provision for discharging its liabilities;(1)(d) distributing its remaining property among its shareholders according to their interests; and(1)(e) doing every other act necessary to wind up and liquidate its business and affairs.(2) Dissolution of a corporation does not:(2)(a) transfer title to the corporation’s property;(2)(b) prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation’s share transfer records;(2)(c) subject its directors or officers to standards of conduct different from those prescribed in Part 8, Directors and Officers;(2)(d) change:(2)(d)(i) quorum or voting requirements for its board of directors or shareholders;(2)(d)(ii) provisions for selection, resignation, or removal of its directors or officers or both; or(2)(d)(iii) provisions for amending its bylaws or its articles of incorporation;(2)(e) prevent commencement of a proceeding by or against the corporation in its corporate name;(2)(f) abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or(2)(g) terminate the authority of the registered agent of the corporation.