(1) A nonprofit corporation administratively dissolved under Section 16-6a-1411 may apply to the division for reinstatement under the nonprofit corporation’s same name at any time after the effective date of dissolution if the nonprofit corporation’s name is available and the nonprofit corporation delivers to the division for filing an application for reinstatement that:

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Terms Used In Utah Code 16-6a-1412

  • Address: includes :
              (1)(b)(i) a post office box number;
              (1)(b)(ii) a rural free delivery route number; and
              (1)(b)(iii) a street name and number. 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.
  • Division: means the Division of Corporations and Commercial Code. See Utah Code 16-6a-102
  • Notice: means the same as that term is defined in Section 16-6a-103. See Utah Code 16-6a-102
  • Registered agent: means the registered agent of:
         (45)(a) a domestic nonprofit corporation; or
         (45)(b) a foreign nonprofit corporation. See Utah Code 16-6a-102
  • Registered office: means the office within this state designated by a domestic or foreign nonprofit corporation as its registered office in the most recent document on file with the division providing that information, including:
         (46)(a) articles of incorporation;
         (46)(b) an application for a certificate of authority; or
         (46)(c) a notice of change of registered office. See Utah Code 16-6a-102
  • 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
     (1)(a) states:

          (1)(a)(i) the effective date of the nonprofit corporation’s administrative dissolution and the nonprofit corporation’s corporate name on the effective date of dissolution;
          (1)(a)(ii) that the ground or grounds for dissolution:

               (1)(a)(ii)(A) did not exist; or
               (1)(a)(ii)(B) have been eliminated;
          (1)(a)(iii) the corporate name under which the nonprofit corporation is being reinstated;
          (1)(a)(iv) the corporate name that satisfies the requirements of Section 16-6a-401;
          (1)(a)(v) that the nonprofit corporation has paid all fees or penalties imposed under this chapter or other applicable state law;
          (1)(a)(vi) that the nonprofit corporation:

               (1)(a)(vi)(A) has paid any taxes, fees, or penalties owed to the State Tax Commission; or
               (1)(a)(vi)(B) is current on a payment plan with the State Tax Commission for any taxes, fees, or penalties owed to the State Tax Commission;
          (1)(a)(vii) the address of the nonprofit corporation’s registered office;
          (1)(a)(viii) the name of the nonprofit corporation’s registered agent at the office stated in Subsection (1)(a)(vii);
          (1)(a)(ix) the federal employer identification number of the nonprofit corporation; and
          (1)(a)(x) any additional information the division determines is necessary or appropriate; and
     (1)(b) includes the written consent to appointment by the designated registered agent.
(2) A nonprofit corporation administratively dissolved under Section 16-6a-1411 on or after May 1, 2019, but before May 1, 2024, may apply for reinstatement under the nonprofit corporation’s same corporate name if the nonprofit corporation’s name is available and the nonprofit corporation delivers to the division for filing an application for reinstatement that satisfies the requirements of Subsections (1)(a)(i), (1)(a)(iii) through (x), and (1)(b).
(3) A nonprofit corporation administratively dissolved under Section 16-6a-1411 retains the nonprofit corporation’s corporate name and assumed name, as described in Section 42-2-6.6, for five years after the day on which the dissolution is effective.
(4)

     (4)(a) After receiving a nonprofit corporation’s application for reinstatement, the division shall:

          (4)(a)(i) provide the State Tax Commission with the nonprofit corporation’s federal employer identification number; and
          (4)(a)(ii) request that the State Tax Commission certify that the nonprofit corporation is in good standing.
     (4)(b) The State Tax Commission shall certify that a nonprofit corporation is in good standing if the nonprofit corporation:

          (4)(b)(i) has paid all taxes, fees, and penalties the nonprofit corporation owed to the State Tax Commission; or
          (4)(b)(ii) is current on a payment plan with the State Tax Commission for all taxes, fees, and penalties the nonprofit corporation owes to the State Tax Commission.
     (4)(c) If a nonprofit corporation is not in good standing as described in Subsection (4)(b), the State Tax Commission shall:

          (4)(c)(i) notify the division, stating that the nonprofit corporation is not in good standing; and
          (4)(c)(ii) notify the nonprofit corporation, explaining in detail why the nonprofit corporation is not in good standing.
(5)

     (5)(a) The division shall revoke the administrative dissolution if:

          (5)(a)(i) the division determines that the application for reinstatement contains the information required under Subsection (1) or (2);
          (5)(a)(ii) the division determines that the information in the application is correct; and
          (5)(a)(iii) the State Tax Commission certifies that the nonprofit corporation is in good standing as described in Subsection (4)(b).
     (5)(b) The division shall mail written notice of the revocation to the nonprofit corporation in the manner provided in Subsection 16-6a-1411(5) stating the effective date of the dissolution.
(6) When the reinstatement is effective:

     (6)(a) the reinstatement relates back to and takes effect as of the effective date of the administrative dissolution;
     (6)(b) the nonprofit corporation may carry on the nonprofit corporation’s activities, under the name provided in the application for reinstatement, as if the administrative dissolution had never occurred; and
     (6)(c) an act of the nonprofit corporation during the period of dissolution is effective and enforceable as if the administrative dissolution had never occurred.
(7)

     (7)(a) The division may make rules for the reinstatement of a nonprofit corporation voluntarily dissolved.
     (7)(b) The rules made under Subsection (7)(a) shall be substantially similar to the requirements of this section for reinstatement of a nonprofit corporation that is administratively dissolved.
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