Superseded 7/1/2024 16-6a-1405. Effect of dissolution.
(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:
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Terms Used In Utah Code 16-6a-1405
Articles of incorporation: include :
(a)
amended articles of incorporation;
(b)
restated articles of incorporation;
(c)
articles of merger; and
(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
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.
Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
Quorum: The number of legislators that must be present to do business.
(a)
collecting its assets;
(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;
(c)
transferring, subject to any contractual or legal requirements, its assets as provided in or authorized by its articles of incorporation or bylaws;
(d)
discharging or making provision for discharging its liabilities; and
(e)
doing every other act necessary to wind up and liquidate its assets and affairs.
(2)
Dissolution of a nonprofit corporation does not:
(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;
(b)
subject its directors or officers to standards of conduct different from those prescribed in this chapter;
(c)
change quorum or voting requirements for its board of directors or members;
(d)
change provisions for selection, resignation, or removal of its directors or officers, or both;
(e)
change provisions for amending its bylaws or its articles of incorporation;
(f)
prevent commencement of a proceeding by or against the nonprofit corporation in its corporate name; or
(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 or 16-6a-1415.
