16-6a-1411 - Procedure for and effect of administrative dissolution. - Utah Statutes

16-6a-1411. Procedure for and effect of administrative dissolution.
(1) If the division determines that one or more grounds exist under Section 16-6a-1410for dissolving a nonprofit corporation, the division shall mail to the nonprofit corporation writtennotice of the determination, stating the one or more grounds for administrative dissolution.
(2) (a) If the nonprofit corporation does not correct each ground for dissolution, ordemonstrate to the reasonable satisfaction of the division that each ground determined by thedivision does not exist, within 60 days after mailing of the notice contemplated in Subsection (1),the division shall administratively dissolve the nonprofit corporation.
(b) If a nonprofit corporation is dissolved under Subsection (2)(a), the division shall mailwritten notice of the administrative dissolution to the dissolved nonprofit corporation stating thedate of dissolution specified in Subsection (2)(d).
(c) The division shall mail written notice of the administrative dissolution to:
(i) the last registered agent of the dissolved nonprofit corporation; or
(ii) if there is no registered agent of record, at least one officer of the nonprofitcorporation.
(d) A nonprofit corporation's date of dissolution is five days after the date the divisionmails written notice of dissolution under Subsection (2)(b).
(3) (a) Except as provided in Subsection (3)(b), a nonprofit corporation administrativelydissolved continues its corporate existence, but may not carry on any activities except as isappropriate to:
(i) wind up and liquidate its affairs under Section 16-6a-1405; and
(ii) to give notice to claimants in the manner provided in Sections 16-6a-1406 and16-6a-1407.
(b) If the nonprofit corporation is reinstated in accordance with Section 16-6a-1412,business conducted by the nonprofit corporation during a period of administrative dissolution isunaffected by the dissolution.
(4) The administrative dissolution of a nonprofit corporation does not terminate theauthority of its registered agent.
(5) A notice mailed under this section shall be:
(a) mailed first class, postage prepaid; and
(b) addressed to the most current mailing address appearing on the records of the divisionfor:
(i) the registered agent of the nonprofit corporation, if the notice is required to be mailedto the registered agent; or
(ii) the officer of the nonprofit corporation that is mailed the notice if the notice isrequired to be mailed to an officer of the nonprofit corporation.

Amended by Chapter 386, 2009 General Session