Utah Code 16-6a-1405. Effect of dissolution
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(1) A dissolved nonprofit corporation continues its corporate existence but may not carry on any activities except as is appropriate to wind up and liquidate its affairs, including:
Terms Used In Utah Code 16-6a-1405
- Articles of incorporation: include :(3)(a) amended articles of incorporation;(3)(b) restated articles of incorporation;(3)(c) articles of merger; and(3)(d) a document of a similar import to the documents described in Subsections (3)(a) through (c). See Utah Code 16-6a-102
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- board of directors: means the body authorized to manage the affairs of a domestic or foreign nonprofit corporation. See Utah Code 16-6a-102
- Bylaws: includes :
(6)(b)(i) amended bylaws; and(6)(b)(ii) restated bylaws. See Utah Code 16-6a-102- Corporate name: means :
(13)(a) the name of a domestic corporation as stated in the domestic corporation's articles of incorporation;(13)(b) the name of a domestic nonprofit corporation as stated in the domestic nonprofit corporation's articles of incorporation;(13)(c) the name of a foreign corporation as stated in the foreign corporation's:(13)(c)(i) articles of incorporation; or(13)(c)(ii) document of similar import to articles of incorporation; or(13)(d) the name of a foreign nonprofit corporation as stated in the foreign nonprofit corporation's:(13)(d)(i) articles of incorporation; or(13)(d)(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.
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Proceeding: includes :
(42)(a) a civil suit;(42)(b) arbitration;(42)(c) mediation;(42)(d) a criminal action;(42)(e) an administrative action; or(42)(f) an investigatory action. See Utah Code 16-6a-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.
(1)(a) collecting its assets;(1)(b) returning, transferring, or conveying assets held by the nonprofit corporation upon a condition requiring return, transfer, or conveyance, which condition occurs by reason of the dissolution, in accordance with the condition;(1)(c) transferring, subject to any contractual or legal requirements, its assets as provided in or authorized by its articles of incorporation or bylaws;(1)(d) discharging or making provision for discharging its liabilities; and(1)(e) doing every other act necessary to wind up and liquidate its assets and affairs.(2) Dissolution of a nonprofit corporation does not:(2)(a) transfer title to the nonprofit corporation’s property including title to water rights, water conveyance facilities, or other assets of a nonprofit corporation organized to divert or distribute water to its members;(2)(b) subject its directors or officers to standards of conduct different from those prescribed in this chapter;(2)(c) change quorum or voting requirements for its board of directors or members;(2)(d) change provisions for selection, resignation, or removal of its directors or officers, or both;(2)(e) change provisions for amending its bylaws or its articles of incorporation;(2)(f) prevent commencement of a proceeding by or against the nonprofit corporation in its corporate name; or(2)(g) abate or suspend a proceeding pending by or against the nonprofit corporation on the effective date of dissolution.(3) Nothing in this section may be applied in a manner inconsistent with a court’s power of judicial dissolution exercised in accordance with Section 16-6a-1414.