1     
CORPORATION REINSTATEMENT AMENDMENTS

2     
2022 GENERAL SESSION

3     
STATE OF UTAH

4     
Chief Sponsor: Adam Robertson

5     
Senate Sponsor: ____________

6     

7     LONG TITLE
8     General Description:
9          This bill amends provisions of Title 16, Corporations, regarding requirements for
10     reinstatement following dissolution.
11     Highlighted Provisions:
12          This bill:
13          ▸     amends application requirements for a nonprofit corporation or a corporation
14     applying for reinstatement after dissolution;
15          ▸     requires the Division of Corporations and Commercial Code to request that the
16     State Tax Commission certify that the nonprofit corporation or corporation is in
17     good standing;
18          ▸     requires the State Tax Commission to notify the Division of Corporations and
19     Commercial Code and the nonprofit corporation or corporation if a nonprofit
20     corporation or corporation is not in good standing; and
21          ▸     makes technical and conforming changes.
22     Money Appropriated in this Bill:
23          None
24     Other Special Clauses:
25          None
26     Utah Code Sections Affected:
27     AMENDS:
28          16-6a-1412, as last amended by Laws of Utah 2017, Chapter 122
29          16-10a-1422, as last amended by Laws of Utah 2017, Chapter 122
30     

31     Be it enacted by the Legislature of the state of Utah:
32          Section 1. Section 16-6a-1412 is amended to read:
33          16-6a-1412. Reinstatement following administrative dissolution -- Reinstatement
34     after voluntary dissolution.
35          (1) A nonprofit corporation administratively dissolved under Section 16-6a-1411 may
36     apply to the division for reinstatement within two years after the effective date of dissolution by
37     delivering to the division for filing an application for reinstatement that states:
38          (a) the effective date of [its] the nonprofit corporation's administrative dissolution and
39     [its] the nonprofit corporation's corporate name on the effective date of dissolution;
40          (b) that the ground or grounds for dissolution:
41          (i) did not exist; or
42          (ii) have been eliminated;
43          (c) (i) the corporate name under which the nonprofit corporation is being reinstated;
44     and
45          (ii) the corporate name that satisfies the requirements of Section 16-6a-401;
46          (d) that the nonprofit corporation has paid all fees or penalties imposed under this
47     chapter or other applicable state law;
48          (e) that the nonprofit corporation:
49          (i) has paid any taxes, fees, or penalties owed to the State Tax Commission; or
50          (ii) is current on a payment plan with the State Tax Commission for any taxes, fees, or
51     penalties owed to the State Tax Commission;
52          (f) the address of the nonprofit corporation's registered office;
53          (g) the name of the nonprofit corporation's registered agent at the office stated in
54     Subsection (1)(f); and
55          (h) any additional information the division determines is necessary or appropriate.
56          (2) The nonprofit corporation shall include in or with the application for
57     reinstatement[: (a)] the written consent to appointment by the designated registered agent[;
58     and].
59          [(b) a certificate from the State Tax Commission that states that the nonprofit
60     corporation:]
61          [(i) has paid any taxes, fees, or penalties owed to the State Tax Commission; or]
62          [(ii) is current on a payment plan with the State Tax Commission for any taxes, fees, or
63     penalties owed to the State Tax Commission.]
64          (3) (a) After receiving a nonprofit corporation's application for reinstatement, the
65     division shall:
66          (i) provide the State Tax Commission with the nonprofit corporation's federal employer
67     identification number; and
68          (ii) request that the State Tax Commission certify that the nonprofit corporation is in
69     good standing.
70          (b) The State Tax Commission shall certify that a nonprofit corporation is in good
71     standing if the nonprofit corporation:
72          (i) has paid all taxes, fees, and penalties the nonprofit corporation owed to the State
73     Tax Commission; or
74          (ii) is current on a payment plan with the State Tax Commission for all taxes, fees, and
75     penalties the nonprofit corporation owes to the State Tax Commission.
76          (c) If a nonprofit corporation is not in good standing as described in Subsection (3)(b),
77     the State Tax Commission shall:
78          (i) notify the division and the nonprofit corporation; and
79          (ii) explain in the notification described in Subsection (3)(c)(i) why the nonprofit
80     corporation is not in good standing.
81          [(3)] (4) (a) The division shall revoke the administrative dissolution if:
82          (i) the division determines that the application for reinstatement contains the
83     information required by Subsections (1) and (2); [and]
84          (ii) the division determines that the information in the application is correct[.]; and
85          (iii) the State Tax Commission certifies that the nonprofit corporation is in good
86     standing as described in Subsection (3)(b).
87          (b) The division shall mail written notice of the revocation to the nonprofit corporation
88     in the manner provided in Subsection 16-6a-1411(5) stating the effective date of the
89     dissolution.
90          [(4)] (5) When the reinstatement is effective:
91          (a) the reinstatement relates back to and takes effect as of the effective date of the
92     administrative dissolution;
93          (b) the nonprofit corporation may carry on [its] the nonprofit corporation's activities,
94     under the name stated pursuant to Subsection (1)(c), as if the administrative dissolution had
95     never occurred; and
96          (c) an act of the nonprofit corporation during the period of dissolution is effective and
97     enforceable as if the administrative dissolution had never occurred.
98          [(5)] (6) (a) The division may make rules for the reinstatement of a nonprofit
99     corporation voluntarily dissolved.
100          (b) The rules made under Subsection [(5)] (6)(a) shall be substantially similar to the
101     requirements of this section for reinstatement of a nonprofit corporation that is administratively
102     dissolved.
103          Section 2. Section 16-10a-1422 is amended to read:
104          16-10a-1422. Reinstatement following dissolution.
105          (1) A corporation dissolved under Section 16-10a-1403 or 16-10a-1421 may apply to
106     the division for reinstatement within two years after the effective date of dissolution by
107     delivering to the division for filing an application for reinstatement that states:
108          (a) the effective date of the corporation's dissolution;
109          (b) the corporation's corporate name as of the effective date of dissolution;
110          (c) that the grounds for dissolution either did not exist or have been eliminated;
111          (d) the corporate name under which the corporation is being reinstated;
112          (e) that the name stated in Subsection (1)(d) satisfies the requirements of Section
113     16-10a-401;
114          (f) that the corporation has paid all fees or penalties imposed under this chapter or
115     other applicable state law;
116          (g) that the corporation:
117          (i) has paid any taxes, fees, or penalties owed to the State Tax Commission; or
118          (ii) is current on a payment plan with the State Tax Commission for any taxes, fees, or
119     penalties owed to the State Tax Commission;
120          (h) the address of the corporation's registered office in this state;
121          (i) the name of the corporation's registered agent at the office stated in Subsection
122     (1)(h); and
123          (j) any additional information the division determines to be necessary or appropriate.
124          (2) The corporation shall include in or with the application for reinstatement[: (a)] the
125     written consent to appointment by the designated registered agent[; and].
126          [(b) a certificate from the State Tax Commission that states that the corporation:]
127          [(i) has paid any taxes, fees, or penalties owed to the State Tax Commission; or]
128          [(ii) is current on a payment plan with the State Tax Commission for any taxes, fees, or
129     penalties owed to the State Tax Commission.]
130          (3) (a) After receiving a corporation's application for reinstatement, the division shall:
131          (i) provide the State Tax Commission with the corporation's federal employer
132     identification number; and
133          (ii) request that the State Tax Commission certify that the corporation is in good
134     standing.
135          (b) The State Tax Commission shall certify that a corporation is in good standing if the
136     corporation:
137          (i) has paid all taxes, fees, and penalties the corporation owed to the State Tax
138     Commission; or
139          (ii) is currently on a payment plan with the State Tax Commission for all taxes, fees,
140     and penalties the corporation owes to the State Tax Commission.
141          (c) If a corporation is not in good standing as described in Subsection (3)(b), the State
142     Tax Commission shall:
143          (i) notify the division and the corporation; and
144          (ii) explain in the notification described in Subsection (3)(c)(i) why the corporation is
145     not in good standing.
146          [(3) If] (4) (a) The division shall revoke the administrative dissolution if:
147          (i) the division determines that the application for reinstatement contains the
148     information required by Subsections (1) and (2) [and];
149          (ii) the division determines that the information in the application is correct[, the
150     division shall revoke the administrative dissolution.]; and
151          (iii) the State Tax Commission certifies that the corporation is in good standing as
152     described in Subsection (3)(b).
153          (b) The division shall mail to the corporation in the manner provided in Subsection
154     16-10a-1421(5) written notice of:
155          [(a)] (i) the revocation; and
156          [(b)] (ii) the effective date of the revocation.
157          [(4)] (5) (a) When the reinstatement is effective, [it] the reinstatement relates back to
158     the effective date of the administrative dissolution.
159          (b) Upon reinstatement:
160          [(a)] (i) an act of the corporation during the period of dissolution is effective and
161     enforceable as if the administrative dissolution had never occurred; and
162          [(b)] (ii) the corporation may carry on [its] the corporation's business, under the name
163     stated pursuant to Subsection (1)(d), as if the administrative dissolution had never occurred.