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7 LONG TITLE
8 General Description:
9 This bill addresses provisions related to corporations.
10 Highlighted Provisions:
11 This bill:
12 ▸ amends application requirements for:
13 • a nonprofit corporation or a corporation applying for reinstatement after
14 dissolution; and
15 • a foreign nonprofit corporation or foreign corporation applying for withdrawal;
16 ▸ requires the Division of Corporations and Commercial Code to request that the
17 State Tax Commission certify that:
18 • a nonprofit corporation or corporation applying for reinstatement after
19 dissolution is in good standing; and
20 • a foreign nonprofit corporation or foreign corporation applying for withdrawal is
21 in good standing;
22 ▸ requires the State Tax Commission to notify the Division of Corporations and
23 Commercial Code and the corporation if the corporation is not in good standing;
24 ▸ requires the Division of Corporations and Commercial Code to approve a
25 corporation's application for withdrawal under certain circumstances;
26 ▸ modifies provisions related to corporate quorum or voting requirements for
27 religious nonprofit corporations; and
28 ▸ makes technical and conforming changes.
29 Money Appropriated in this Bill:
30 None
31 Other Special Clauses:
32 This bill provides a special effective date.
33 Utah Code Sections Affected:
34 AMENDS:
35 16-6a-716, as enacted by Laws of Utah 2000, Chapter 300
36 16-6a-1412, as last amended by Laws of Utah 2017, Chapter 122
37 16-6a-1513, as enacted by Laws of Utah 2000, Chapter 300
38 16-10a-1422, as last amended by Laws of Utah 2017, Chapter 122
39 16-10a-1520, as enacted by Laws of Utah 1992, Chapter 277
40
41 Be it enacted by the Legislature of the state of Utah:
42 Section 1. Section 16-6a-716 is amended to read:
43 16-6a-716. Greater quorum or voting requirements.
44 (1) The articles of incorporation or bylaws may provide for a greater:
45 (a) quorum requirement for members or voting groups than is provided for by this
46 chapter; or
47 (b) voting requirement for members or voting groups than is provided by this chapter.
48 (2) [
49 incorporation or the bylaws that adds, changes, or deletes a greater quorum or voting
50 requirement shall meet the same quorum requirement and be adopted by the same vote and
51 voting groups required to take action under the greater of the quorum and voting requirements:
52 (a) then in effect; or
53 (b) proposed to be adopted.
54 (3) Notwithstanding Subsection (2), a nonprofit organization that is affiliated with a
55 religious organization may make an amendment to the nonprofit organization's articles of
56 incorporation or bylaws in accordance with the direction of the religious organization's
57 religious authorities.
58 Section 2. Section 16-6a-1412 is amended to read:
59 16-6a-1412. Reinstatement following administrative dissolution -- Reinstatement
60 after voluntary dissolution.
61 (1) A nonprofit corporation administratively dissolved under Section 16-6a-1411 may
62 apply to the division for reinstatement within two years after the effective date of dissolution by
63 delivering to the division for filing an application for reinstatement that:
64 (a) states:
65 [
66 and [
67 [
68 [
69 [
70 [
71 reinstated; [
72 [
73 [
74 chapter or other applicable state law;
75 [
76 [
77 [
78 fees, or penalties owed to the State Tax Commission;
79 [
80 [
81 in Subsection (1)(f);
82 (ix) the federal employer identification number of the nonprofit corporation; and
83 [
84 appropriate[
85 [
86
87 [
88
89 [
90
91 [
92 [
93
94 (2) (a) After receiving a nonprofit corporation's application for reinstatement, the
95 division shall:
96 (i) provide the State Tax Commission with the nonprofit corporation's federal employer
97 identification number; and
98 (ii) request that the State Tax Commission certify that the nonprofit corporation is in
99 good standing.
100 (b) The State Tax Commission shall certify that a nonprofit corporation is in good
101 standing if the nonprofit corporation:
102 (i) has paid all taxes, fees, and penalties the nonprofit corporation owed to the State
103 Tax Commission; or
104 (ii) is current on a payment plan with the State Tax Commission for all taxes, fees, and
105 penalties the nonprofit corporation owes to the State Tax Commission.
106 (c) If a nonprofit corporation is not in good standing as described in Subsection (2)(b),
107 the State Tax Commission shall:
108 (i) notify the division, stating that the nonprofit corporation is not in good standing;
109 and
110 (ii) notify the nonprofit corporation, explaining in detail why the nonprofit corporation
111 is not in good standing.
112 (3) (a) The division shall revoke the administrative dissolution if:
113 (i) the division determines that the application for reinstatement contains the
114 information required [
115 (ii) the division determines that the information in the application is correct; and
116 (iii) the State Tax Commission certifies that the nonprofit corporation is in good
117 standing as described in Subsection (2)(b).
118 (b) The division shall mail written notice of the revocation to the nonprofit corporation
119 in the manner provided in Subsection 16-6a-1411(5) stating the effective date of the
120 dissolution.
121 (4) When the reinstatement is effective:
122 (a) the reinstatement relates back to and takes effect as of the effective date of the
123 administrative dissolution;
124 (b) the nonprofit corporation may carry on [
125 under the name stated pursuant to Subsection [
126 dissolution had never occurred; and
127 (c) an act of the nonprofit corporation during the period of dissolution is effective and
128 enforceable as if the administrative dissolution had never occurred.
129 (5) (a) The division may make rules for the reinstatement of a nonprofit corporation
130 voluntarily dissolved.
131 (b) The rules made under Subsection (5)(a) shall be substantially similar to the
132 requirements of this section for reinstatement of a nonprofit corporation that is administratively
133 dissolved.
134 Section 3. Section 16-6a-1513 is amended to read:
135 16-6a-1513. Withdrawal of foreign nonprofit corporation.
136 (1) A foreign nonprofit corporation authorized to conduct affairs in this state may not
137 withdraw from this state until [
138 withdrawal has been filed by the division.
139 (2) A foreign nonprofit corporation authorized to conduct affairs in this state may apply
140 for withdrawal by delivering to the division for filing an application for withdrawal [
141
142 (a) [
143 any;
144 (b) the name of the state or country under whose law [
145 corporation is incorporated;
146 (c) (i) (A) the address of [
147 (B) if a principal office is not to be maintained, a statement that the foreign nonprofit
148 corporation will not maintain a principal office; and
149 (ii) if different from the address of the principal office or if no principal office is to be
150 maintained, the address to which service of process may be mailed pursuant to Section
151 16-6a-1514;
152 (d) that the foreign nonprofit corporation is not conducting affairs in this state;
153 (e) that [
154 corporation's authority to conduct affairs in this state;
155 (f) whether [
156 authorized to accept service on [
157 proceeding based on a cause of action arising during the time [
158 corporation was authorized to conduct affairs in this state; [
159 (g) the federal employer identification number of the foreign nonprofit corporation; and
160 [
161 appropriate to:
162 (i) determine whether the foreign nonprofit corporation is entitled to withdraw; and
163 (ii) determine and assess any unpaid taxes, fees, and penalties payable by the foreign
164 nonprofit corporation as prescribed by this chapter.
165 [
166
167 [
168 [
169
170 (3) (a) After receiving a foreign nonprofit corporation's application for withdrawal, the
171 division shall:
172 (i) provide the State Tax Commission with the foreign nonprofit corporation's federal
173 employer identification number; and
174 (ii) request that the State Tax Commission certify that the foreign nonprofit corporation
175 is in good standing.
176 (b) The State Tax Commission shall certify that a foreign nonprofit corporation is in
177 good standing if the foreign nonprofit corporation has paid all taxes, fees, and penalties the
178 foreign nonprofit corporation owed to the State Tax Commission.
179 (c) If a foreign nonprofit corporation is not in good standing as described in Subsection
180 (3)(b), the State Tax Commission shall:
181 (i) notify the division, stating that the foreign nonprofit corporation is not in good
182 standing; and
183 (ii) notify the foreign nonprofit corporation, explaining in detail why the foreign
184 nonprofit corporation is not in good standing.
185 (4) (a) The division shall approve a foreign nonprofit corporation's application for
186 withdrawal if:
187 (i) the division determines that the application for withdrawal contains the information
188 required under Subsection (2);
189 (ii) the division determines the information in the application is correct; and
190 (iii) the State Tax Commission certifies that the foreign nonprofit corporation is in
191 good standing as described in Subsection (3)(b).
192 (b) The division shall mail written notice of the withdrawal stating the effective date of
193 the withdrawal to the foreign nonprofit corporation.
194 Section 4. Section 16-10a-1422 is amended to read:
195 16-10a-1422. Reinstatement following dissolution.
196 (1) A corporation dissolved under Section 16-10a-1403 or 16-10a-1421 may apply to
197 the division for reinstatement within two years after the effective date of dissolution by
198 delivering to the division for filing an application for reinstatement that:
199 (a) states:
200 [
201 [
202 [
203 [
204 [
205 of Section 16-10a-401;
206 [
207 or other applicable state law;
208 [
209 [
210 [
211 fees, or penalties owed to the State Tax Commission;
212 [
213 [
214 Subsection [
215 (x) the federal employer identification number of the corporation; and
216 [
217 appropriate[
218 [
219 [
220
221 [
222 [
223 [
224
225 (2) (a) After receiving a corporation's application for reinstatement, the division shall:
226 (i) provide the State Tax Commission with the corporation's federal employer
227 identification number; and
228 (ii) request that the State Tax Commission certify that the corporation is in good
229 standing.
230 (b) The State Tax Commission shall certify that a corporation is in good standing if the
231 corporation:
232 (i) has paid all taxes, fees, and penalties the corporation owed to the State Tax
233 Commission; or
234 (ii) is current on a payment plan with the State Tax Commission for all taxes, fees, and
235 penalties the corporation owes to the State Tax Commission.
236 (c) If a corporation is not in good standing as described in Subsection (2)(b), the State
237 Tax Commission shall:
238 (i) notify the division, stating that the corporation is not in good standing; and
239 (ii) notify the corporation, explaining in detail why the corporation is not in good
240 standing.
241 (3) [
242 (a) The division shall revoke the administrative dissolution if:
243 (i) the division determines that the application for reinstatement contains the
244 information required [
245 (ii) the division determines that the information in the application is correct[
246
247 (iii) the State Tax Commission certifies that the corporation is in good standing as
248 described in Subsection (2)(b).
249 (b) The division shall mail to the corporation in the manner provided in Subsection
250 16-10a-1421(5) written notice of:
251 [
252 [
253 (4) (a) When the reinstatement is effective, [
254 effective date of the administrative dissolution.
255 (b) Upon reinstatement:
256 [
257 enforceable as if the administrative dissolution had never occurred; and
258 [
259 stated pursuant to Subsection [
260 occurred.
261 Section 5. Section 16-10a-1520 is amended to read:
262 16-10a-1520. Withdrawal of foreign corporation.
263 (1) A foreign corporation authorized to transact business in this state may not withdraw
264 from this state until [
265 the division.
266 (2) A foreign corporation authorized to transact business in this state may apply for
267 withdrawal by delivering to the division for filing an application for withdrawal [
268 that states:
269 (a) [
270 (b) the name of the state or country under whose law [
271 incorporated;
272 (c) the address of [
273 maintained, a statement that the corporation will not maintain a principal office, and if different
274 from the address of the principal office or if no principal office is to be maintained, the address
275 to which service of process may be mailed pursuant to Section 16-10a-1521;
276 (d) that the corporation is not transacting business in this state and that [
277 corporation surrenders [
278 (e) whether [
279 authorized to accept service on [
280 a cause of action arising during the time [
281 business in this state; [
282 (f) the federal employer identification number of the foreign corporation; and
283 [
284 appropriate to determine whether the corporation is entitled to withdraw, and to determine and
285 assess any unpaid taxes, fees, and penalties payable by [
286 by this chapter.
287 [
288
289
290 (3) (a) After receiving a foreign corporation's application for withdrawal, the division
291 shall:
292 (i) provide the State Tax Commission with the foreign corporation's federal employer
293 identification number; and
294 (ii) request that the State Tax Commission certify that the foreign corporation is in
295 good standing.
296 (b) The State Tax Commission shall certify that a foreign corporation is in good
297 standing if the foreign corporation has paid all taxes, fees, and penalties the foreign corporation
298 owed to the State Tax Commission.
299 (c) If a foreign corporation is not in good standing as described in Subsection (3)(b),
300 the State Tax Commission shall:
301 (i) notify the division, stating that the foreign corporation is not in good standing; and
302 (ii) notify the foreign corporation, explaining in detail why the foreign corporation is
303 not in good standing.
304 (4) (a) The division shall approve a foreign corporation's application for withdrawal if:
305 (i) the division determines that the application for withdrawal contains the information
306 required under Subsection (2);
307 (ii) the division determines the information in the application is correct; and
308 (iii) the State Tax Commission certifies that the foreign corporation is in good standing
309 as described in Subsection (3)(b).
310 (b) The division shall mail written notice of the withdrawal stating the effective date of
311 the withdrawal to the foreign corporation.
312 Section 6. Effective date.
313 (1) Except as provided in Subsection (2), this bill takes effect on May 3, 2023.
314 (2) The actions affecting the following sections take effect on July 1, 2023:
315 (a) Section 16-6a-1412;
316 (b) Section 16-6a-1513;
317 (c) Section 16-10a-1422; and
318 (d) Section 16-10a-1520.