16-6a-1405 - Effect of dissolution. - Utah Statutes

16-6a-1405. Effect of dissolution.
(1) A dissolved nonprofit corporation continues its corporate existence but may not carryon any activities except as is appropriate to wind up and liquidate its affairs, including:
(a) collecting its assets;
(b) returning, transferring, or conveying assets held by the nonprofit corporation upon acondition requiring return, transfer, or conveyance, which condition occurs by reason of thedissolution, in accordance with the condition;
(c) transferring, subject to any contractual or legal requirements, its assets as provided inor 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) Notwithstanding any other provision of this chapter, the distribution of assets of anonprofit corporation upon its dissolution shall be consistent with all applicable requirementsand limitations set forth in the Internal Revenue Code.
(3) 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 ordistribute water to its members;
(b) subject its directors or officers to standards of conduct different from those prescribedin 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, orboth;
(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 itscorporate name; or
(g) abate or suspend a proceeding pending by or against the nonprofit corporation on theeffective date of dissolution.
(4) Nothing in this section may be applied in a manner inconsistent with a court's powerof judicial dissolution exercised in accordance with Section 16-6a-1414 or 16-6a-1415.

Amended by Chapter 315, 2007 General Session