16-6a-1412. Reinstatement
following administrative dissolution -- Reinstatement after voluntary
dissolution.
(1) A nonprofit corporation administratively dissolved under
Section 16-6a-1411 may
apply to the division for reinstatement within two years after the effective
date of dissolution by delivering to the division for filing an application for
reinstatement that states:
(a) the effective date of its administrative
dissolution and its corporate name on the effective date of dissolution;
(b) that the ground or grounds for dissolution:
(i) did
not exist; or
(ii) have
been eliminated;
(c) (i) the corporate name under which the nonprofit
corporation is being reinstated; and
(ii) the
corporate name that satisfies the requirements of Section 16-6a-401;
(d) that all taxes, fees, or penalties imposed
pursuant to this chapter, otherwise owed by the nonprofit corporation to the
State Tax Commission, or otherwise imposed by the applicable laws of this state
have been paid;
(e) the address of its registered office;
(f) the name of its registered agent at the office
stated in Subsection (1)(e); and
(g) the additional information as the division
determines is necessary or appropriate.
(2) The nonprofit corporation shall include in or with the
application for reinstatement:
(a) the written consent to appointment by the
designated registered agent; and
(b) a certificate from the State Tax Commission
reciting that all taxes owed by the nonprofit corporation have been paid.
(3) (a) The division shall revoke the administrative
dissolution if:
(i) the
division determines that the application for reinstatement contains the
information required by Subsections (1) and (2); and
(ii) that
the information is correct.
(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.
(4) When the reinstatement is effective:
(a) the reinstatement relates back to and takes effect
as of the effective date of the administrative dissolution;
(b) the nonprofit corporation may carry on its
activities, under the name stated pursuant to Subsection (1)(c), as if the
administrative dissolution had never occurred; and
(c) an act of the nonprofit corporation during the
period of dissolution is effective and enforceable as if the administrative
dissolution had never occurred.
(5) (a) The division may make rules for the reinstatement of
a nonprofit corporation voluntarily dissolved.
(b) The rules made under Subsection (5)(a) shall be
substantially similar to the requirements of this section for reinstatement of
a nonprofit corporation that is administratively dissolved.
Amended by Chapter 386, 2009 General Session