1     
BUSINESS ENTITIES AMENDMENTS

2     
2017 GENERAL SESSION

3     
STATE OF UTAH

4     
Chief Sponsor: Lyle W. Hillyard

5     
House Sponsor: R. Curt Webb

6     

7     LONG TITLE
8     General Description:
9          This bill modifies provisions related to reinstatement of a corporation or nonprofit
10     corporation.
11     Highlighted Provisions:
12          This bill:
13          ▸     provides that the division may reinstate a dissolved corporation or a dissolved
14     nonprofit corporation that owes taxes, fees, or penalties to the State Tax
15     Commission if the corporation or nonprofit corporation is current on a payment plan
16     with the State Tax Commission; and
17          ▸     makes technical and conforming changes.
18     Money Appropriated in this Bill:
19          None
20     Other Special Clauses:
21          None
22     Utah Code Sections Affected:
23     AMENDS:
24          16-6a-1412, as last amended by Laws of Utah 2009, Chapter 386
25          16-10a-1422, as last amended by Laws of Utah 2009, Chapter 386
26     

27     Be it enacted by the Legislature of the state of Utah:
28          Section 1. Section 16-6a-1412 is amended to read:
29          16-6a-1412. Reinstatement following administrative dissolution -- Reinstatement
30     after voluntary dissolution.
31          (1) A nonprofit corporation administratively dissolved under Section 16-6a-1411 may
32     apply to the division for reinstatement within two years after the effective date of dissolution by
33     delivering to the division for filing an application for reinstatement that states:
34          (a) the effective date of its administrative dissolution and its corporate name on the
35     effective date of dissolution;
36          (b) that the ground or grounds for dissolution:
37          (i) did not exist; or
38          (ii) have been eliminated;
39          (c) (i) the corporate name under which the nonprofit corporation is being reinstated;
40     and
41          (ii) the corporate name that satisfies the requirements of Section 16-6a-401;
42          (d) that the nonprofit corporation has paid all [taxes,] fees[,] or penalties imposed
43     [pursuant to] under this chapter[, otherwise owed by the nonprofit corporation to the State Tax
44     Commission, or otherwise imposed by the applicable laws of this state have been paid] or other
45     applicable state law;
46          (e) that the nonprofit corporation:
47          (i) has paid any taxes, fees, or penalties owed to the State Tax Commission; or
48          (ii) is current on a payment plan with the State Tax Commission for any taxes, fees, or
49     penalties owed to the State Tax Commission;
50          [(e)] (f) the address of [its] the nonprofit corporation's registered office;
51          [(f)] (g) the name of [its] the nonprofit corporation's registered agent at the office stated
52     in Subsection (1)[(e)](f); and
53          [(g)] (h) [the] any additional information [as] the division determines is necessary or
54     appropriate.
55          (2) The nonprofit corporation shall include in or with the application for reinstatement:
56          (a) the written consent to appointment by the designated registered agent; and
57          (b) a certificate from the State Tax Commission [reciting that all taxes owed by the
58     nonprofit corporation have been paid.] that states that the nonprofit corporation:
59          (i) has paid any taxes, fees, or penalties owed to the State Tax Commission; or
60          (ii) is current on a payment plan with the State Tax Commission for any taxes, fees, or
61     penalties owed to the State Tax Commission.
62          (3) (a) The division shall revoke the administrative dissolution if:
63          (i) the division determines that the application for reinstatement contains the
64     information required by Subsections (1) and (2); and
65          (ii) that the information is correct.
66          (b) The division shall mail written notice of the revocation to the nonprofit corporation
67     in the manner provided in Subsection 16-6a-1411(5) stating the effective date of the
68     dissolution.
69          (4) When the reinstatement is effective:
70          (a) the reinstatement relates back to and takes effect as of the effective date of the
71     administrative dissolution;
72          (b) the nonprofit corporation may carry on its activities, under the name stated pursuant
73     to Subsection (1)(c), as if the administrative dissolution had never occurred; and
74          (c) an act of the nonprofit corporation during the period of dissolution is effective and
75     enforceable as if the administrative dissolution had never occurred.
76          (5) (a) The division may make rules for the reinstatement of a nonprofit corporation
77     voluntarily dissolved.
78          (b) The rules made under Subsection (5)(a) shall be substantially similar to the
79     requirements of this section for reinstatement of a nonprofit corporation that is administratively
80     dissolved.
81          Section 2. Section 16-10a-1422 is amended to read:
82          16-10a-1422. Reinstatement following dissolution.
83          (1) A corporation dissolved under Section 16-10a-1403 or 16-10a-1421 may apply to
84     the division for reinstatement within two years after the effective date of dissolution by
85     delivering to the division for filing an application for reinstatement that states:
86          (a) the effective date of the corporation's dissolution;
87          (b) the corporation's corporate name as of the effective date of dissolution;
88          (c) that the grounds for dissolution either did not exist or have been eliminated;
89          (d) the corporate name under which the corporation is being reinstated;
90          (e) that the name stated in Subsection (1)(d) satisfies the requirements of Section
91     16-10a-401;
92          (f) that the corporation has paid all [taxes,] fees[,] or penalties imposed [pursuant to]
93     under this chapter[, otherwise owed by the corporation to the State Tax Commission, or
94     otherwise imposed by applicable laws of this state have been paid] or other applicable state
95     law;
96          (g) that the corporation:
97          (i) has paid any taxes, fees, or penalties owed to the State Tax Commission; or
98          (ii) is current on a payment plan with the State Tax Commission for any taxes, fees, or
99     penalties owed to the State Tax Commission;
100          [(g)] (h) the address of [its] the corporation's registered office in this state;
101          [(h)] (i) the name of [its] the corporation's registered agent at the office stated in
102     Subsection (1)[(g)](h); and
103          [(i)] (j) any additional information the division determines to be necessary or
104     appropriate.
105          (2) The corporation shall include in or with the application for reinstatement:
106          (a) the written consent to appointment by the designated registered agent; and
107          (b) a certificate from the State Tax Commission [reciting that all taxes owed by the
108     corporation have been paid.] that states that the corporation:
109          (i) has paid any taxes, fees, or penalties owed to the State Tax Commission; or
110          (ii) is current on a payment plan with the State Tax Commission for any taxes, fees, or
111     penalties owed to the State Tax Commission.
112          (3) If the division determines that the application for reinstatement contains the
113     information required by Subsections (1) and (2) and that the information is correct, the division
114     shall revoke the administrative dissolution. The division shall mail to the corporation in the
115     manner provided in Subsection 16-10a-1421(5) written notice of:
116          (a) the revocation; and
117          (b) the effective date of the revocation.
118          (4) When the reinstatement is effective, it relates back to the effective date of the
119     administrative dissolution. Upon reinstatement:
120          (a) an act of the corporation during the period of dissolution is effective and
121     enforceable as if the administrative dissolution had never occurred; and
122          (b) the corporation may carry on its business, under the name stated pursuant to
123     Subsection (1)(d), as if the administrative dissolution had never occurred.