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-1410 for
dissolving a nonprofit corporation, the division shall mail to the nonprofit
corporation written notice 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, or demonstrate to the reasonable satisfaction of the
division that each ground determined by the division 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 mail written notice of the administrative
dissolution to the dissolved nonprofit corporation stating the date 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 nonprofit
corporation.
(d) A nonprofit corporation's date of dissolution is five
days after the date the division mails written notice of dissolution under
Subsection (2)(b).
(3) (a) Except as provided in Subsection (3)(b), a nonprofit
corporation administratively dissolved continues its corporate existence, but
may not carry on any activities except as is appropriate 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 and 16-6a-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 is unaffected by the dissolution.
(4) The administrative dissolution of a nonprofit
corporation does not terminate the authority 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 division for:
(i) the
registered agent of the nonprofit corporation, if the notice is required to be
mailed to the registered agent; or
(ii) the
officer of the nonprofit corporation that is mailed the notice if the notice is
required to be mailed to an officer of the nonprofit corporation.
Amended by Chapter 386, 2009 General Session