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7 LONG TITLE
8 General Description:
9 This bill amends provisions related to the administrative dissolution of a business
10 entity.
11 Highlighted Provisions:
12 This bill:
13 ▸ allows certain administratively dissolved business entities to apply for reinstatement
14 under the business entity's original name, if the name is available;
15 ▸ provides that an administratively dissolved business entity retains the business
16 entity's name for five years after dissolution;
17 ▸ applies the reinstatement process retroactively;
18 ▸ requires that a corporation or a pass-through entity report the following on the
19 corporation's or pass-through entity's tax return:
20 • whether the entity has filed a current annual report with the Division of
21 Corporations; and
22 • the entity's commerce entity number; and
23 ▸ makes technical and conforming changes.
24 Money Appropriated in this Bill:
25 None
26 Other Special Clauses:
27 None
28 Utah Code Sections Affected:
29 AMENDS:
30 16-6a-1412, as last amended by Laws of Utah 2023, Chapter 191
31 16-10a-1422, as last amended by Laws of Utah 2023, Chapter 191
32 16-16-1212, as last amended by Laws of Utah 2010, Chapter 378
33 48-1d-1103, as enacted by Laws of Utah 2013, Chapter 412
34 48-2e-811, as enacted by Laws of Utah 2013, Chapter 412
35 48-3a-709, as enacted by Laws of Utah 2013, Chapter 412
36 59-7-505, as last amended by Laws of Utah 2021, Chapter 367
37 59-10-1403, as last amended by Laws of Utah 2023, Chapter 470
38
39 Be it enacted by the Legislature of the state of Utah:
40 Section 1. Section 16-6a-1412 is amended to read:
41 16-6a-1412. Reinstatement following administrative dissolution -- Reinstatement
42 after voluntary dissolution.
43 (1) A nonprofit corporation administratively dissolved under Section 16-6a-1411 may
44 apply to the division for reinstatement [
45 same name at any time after the effective date of dissolution [
46 corporation's name is available and the nonprofit corporation delivers to the division for filing
47 an application for reinstatement that:
48 (a) states:
49 (i) the effective date of the nonprofit corporation's administrative dissolution and the
50 nonprofit corporation's corporate name on the effective date of dissolution;
51 (ii) that the ground or grounds for dissolution:
52 (A) did not exist; or
53 (B) have been eliminated;
54 (iii) the corporate name under which the nonprofit corporation is being reinstated;
55 (iv) the corporate name that satisfies the requirements of Section 16-6a-401;
56 (v) that the nonprofit corporation has paid all fees or penalties imposed under this
57 chapter or other applicable state law;
58 (vi) that the nonprofit corporation:
59 (A) has paid any taxes, fees, or penalties owed to the State Tax Commission; or
60 (B) 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 (vii) the address of the nonprofit corporation's registered office;
63 (viii) the name of the nonprofit corporation's registered agent at the office stated in
64 [
65 (ix) the federal employer identification number of the nonprofit corporation; and
66 (x) any additional information the division determines is necessary or appropriate; and
67 (b)
68 includes the written consent to appointment by the designated registered agent.
69 (2) A nonprofit corporation administratively dissolved under Section 16-6a-1411 on or
70 after May 1, 2019, but before May 1, 2024, may apply for reinstatement under the nonprofit
71 corporation's same corporate name if the nonprofit corporation's name is available and the
72 nonprofit corporation delivers to the division for filing an application for reinstatement that
73 satisfies the requirements of Subsections (1)(a)(i), (1)(a)(iii) through (x), and (1)(b).
74 (3) A nonprofit corporation administratively dissolved under Section 16-6a-1411
75 retains the nonprofit corporation's corporate name and assumed name, as described in Section
76 42-2-6.6, for five years after the day on which the dissolution is effective.
77 [
78 division shall:
79 (i) provide the State Tax Commission with the nonprofit corporation's federal employer
80 identification number; and
81 (ii) request that the State Tax Commission certify that the nonprofit corporation is in
82 good standing.
83 (b) The State Tax Commission shall certify that a nonprofit corporation is in good
84 standing if the nonprofit corporation:
85 (i) has paid all taxes, fees, and penalties the nonprofit corporation owed to the State
86 Tax Commission; or
87 (ii) is current on a payment plan with the State Tax Commission for all taxes, fees, and
88 penalties the nonprofit corporation owes to the State Tax Commission.
89 (c) If a nonprofit corporation is not in good standing as described in [
90 Subsection (4)(b), the State Tax Commission shall:
91 (i) notify the division, stating that the nonprofit corporation is not in good standing;
92 and
93 (ii) notify the nonprofit corporation, explaining in detail why the nonprofit corporation
94 is not in good standing.
95 [
96 (i) the division determines that the application for reinstatement contains the
97 information required under [
98 (ii) the division determines that the information in the application is correct; and
99 (iii) the State Tax Commission certifies that the nonprofit corporation is in good
100 standing as described in [
101 (b) The division shall mail written notice of the revocation to the nonprofit corporation
102 in the manner provided in Subsection 16-6a-1411(5) stating the effective date of the
103 dissolution.
104 [
105 (a) the reinstatement relates back to and takes effect as of the effective date of the
106 administrative dissolution;
107 (b) the nonprofit corporation may carry on the nonprofit corporation's activities, under
108 the name [
109 reinstatement, as if the administrative dissolution had never occurred; and
110 (c) an act of the nonprofit corporation during the period of dissolution is effective and
111 enforceable as if the administrative dissolution had never occurred.
112 [
113 corporation voluntarily dissolved.
114 (b) The rules made under [
115 similar to the requirements of this section for reinstatement of a nonprofit corporation that is
116 administratively dissolved.
117 Section 2. Section 16-10a-1422 is amended to read:
118 16-10a-1422. Reinstatement following dissolution.
119 (1) A corporation dissolved under Section 16-10a-1403 or 16-10a-1421 may apply to
120 the division for reinstatement [
121 at any time after the effective date of dissolution [
122 name is available and the corporation delivers to the division for filing an application for
123 reinstatement that:
124 (a) states:
125 (i) the effective date of the corporation's dissolution;
126 (ii) the corporation's corporate name as of the effective date of dissolution;
127 (iii) that the grounds for dissolution either did not exist or have been eliminated;
128 (iv) the corporate name under which the corporation is being reinstated;
129 (v) that the name stated in Subsection (1)(a)(iv) satisfies the requirements of Section
130 16-10a-401;
131 (vi) that the corporation has paid all fees or penalties imposed under this chapter or
132 other applicable state law;
133 (vii) that the corporation:
134 (A) has paid any taxes, fees, or penalties owed to the State Tax Commission; or
135 (B) is current on a payment plan with the State Tax Commission for any taxes, fees, or
136 penalties owed to the State Tax Commission;
137 (viii) the address of the corporation's registered office in this state;
138 (ix) the name of the corporation's registered agent at the office stated in Subsection
139 (1)(a)(viii);
140 (x) the federal employer identification number of the corporation; and
141 (xi) any additional information the division determines to be necessary or appropriate;
142 and
143 (b)
144 includes the written consent to appointment by the designated registered agent.
145 (2) A corporation administratively dissolved under Section 16-10a-1403 or
146 16-10a-1421 on or after May 1, 2019, but before May 1, 2024, may apply for reinstatement
147 under the corporation's same corporate name if the corporation's name is available and the
148 corporation delivers to the division for filing an application for reinstatement that satisfies the
149 requirements of Subsections (1)(a)(i), (1)(a)(ii), (1)(a)(iv) through (xi), and (1)(b).
150 (3) A corporation administratively dissolved under Section 16-10a-1403 or
151 16-10a-1421 retains the corporation's corporate name and assumed name, as described in
152 Section 42-2-6.6, for five years after the day on which the dissolution is effective.
153 [
154 shall:
155 (i) provide the State Tax Commission with the corporation's federal employer
156 identification number; and
157 (ii) request that the State Tax Commission certify that the corporation is in good
158 standing.
159 (b) The State Tax Commission shall certify that a corporation is in good standing if the
160 corporation:
161 (i) has paid all taxes, fees, and penalties the corporation owed to the State Tax
162 Commission; or
163 (ii) is current on a payment plan with the State Tax Commission for all taxes, fees, and
164 penalties the corporation owes to the State Tax Commission.
165 (c) If a corporation is not in good standing as described in [
166 Subsection (4)(b), the State Tax Commission shall:
167 (i) notify the division, stating that the corporation is not in good standing; and
168 (ii) notify the corporation, explaining in detail why the corporation is not in good
169 standing.
170 [
171 (i) the division determines that the application for reinstatement contains the
172 information required under [
173 (ii) the division determines that the information in the application is correct; and
174 (iii) the State Tax Commission certifies that the corporation is in good standing as
175 described in [
176 (b) The division shall mail to the corporation in the manner provided in Subsection
177 16-10a-1421(5) written notice of:
178 (i) the revocation; and
179 (ii) the effective date of the revocation.
180 [
181 effective date of the administrative dissolution.
182 (b) Upon reinstatement:
183 (i) an act of the corporation during the period of dissolution is effective and
184 enforceable as if the administrative dissolution had never occurred; and
185 (ii) the corporation may carry on the corporation's business, under the name [
186
187 administrative dissolution had never occurred.
188 Section 3. Section 16-16-1212 is amended to read:
189 16-16-1212. Reinstatement following administrative dissolution.
190 (1) A limited cooperative association that has been dissolved administratively may
191 apply to the division for reinstatement [
192 association's same name at any time after the effective date of dissolution[
193
194 name is available and the limited cooperative association delivers to the division for filing an
195 application for reinstatement that states:
196 (a) the name of the association and the effective date of its administrative dissolution;
197 (b) that the grounds for dissolution either did not exist or have been eliminated; and
198 (c) that the association's name satisfies the requirements of Section 16-16-111.
199 (2) A limited cooperative association administratively dissolved on or after May 1,
200 2019, but before May 1, 2024, may apply for reinstatement under the limited cooperative
201 association's same name if the limited cooperative association's name is available and the
202 limited cooperative association delivers to the division for filing an application for
203 reinstatement that satisfies the requirements of Subsections (1)(a) and (c).
204 (3) A limited cooperative association retains the limited cooperative association's name
205 and assumed name, as described in Section 42-2-6.6, for five years after the day on which the
206 dissolution is effective.
207 [
208 by Subsection (1) or (2) and that the information is correct, the division shall:
209 (a) prepare a declaration of reinstatement;
210 (b) file the original of the declaration; and
211 (c) serve a copy of the declaration on the association.
212 [
213 and takes effect as of the effective date of the administrative dissolution, and the limited
214 cooperative association may resume or continue its activities as if the administrative
215 dissolution had not occurred.
216 Section 4. Section 48-1d-1103 is amended to read:
217 48-1d-1103. Reinstatement.
218 (1) A limited liability partnership whose statement of qualification has been revoked
219 administratively under Section 48-1d-1102 may apply to the division for reinstatement of the
220 statement of qualification [
221 same name, at any time after the effective date of the revocation[
222 if the limited liability partnership's name is available and the limited liability partnership
223 delivers to the division for filing an application for reinstatement of the statement of
224 qualification that states:
225 (a) the name of the partnership at the time of the administrative revocation of its
226 statement of qualification and, if needed, a different name that satisfies Section 48-1d-1105;
227 (b) the address of the principal office of the partnership and information required under
228 Subsection 16-17-203(1);
229 (c) the effective date of administrative revocation of the partnership's statement of
230 qualification; and
231 (d) that the grounds for revocation did not exist or have been cured.
232 (2) A limited liability partnership whose statement of qualification has been revoked
233 administratively under Section 48-1d-1102 on or after May 1, 2019, but before May 1, 2024,
234 may apply for reinstatement under the limited liability partnership's same name if the limited
235 liability partnership's name is available and the limited liability partnership delivers to the
236 division for filing an application for reinstatement of the statement of qualification that satisfies
237 the requirements of Subsections (1)(a) through (c).
238 (3) A limited liability partnership retains the limited liability partnership's name and
239 assumed name, as described in Section 42-2-6.6, for five years after the day on which the
240 administrative revocation of the statement of qualification is effective.
241 [
242 statement of qualification has been revoked administratively must pay all fees, taxes, and
243 penalties that were due to the division at the time of the administrative revocation and all fees,
244 taxes, and penalties that would have been due to the division while the partnership's statement
245 of qualification was revoked administratively.
246 [
247 required by Subsection (1) or (2), is satisfied that the information is correct, and determines
248 that all payments required to be made to the division by [
249 been made, the division shall:
250 (a) cancel the statement of revocation and prepare a statement of reinstatement that
251 states the division's determination and the effective date of reinstatement;
252 (b) file the statement of revocation; and
253 (c) serve a copy of the statement of revocation on the limited liability partnership.
254 [
255 (a) the reinstatement relates back to and takes effect as of the effective date of the
256 administrative revocation; and
257 (b) the partnership's status as a limited liability partnership continues as if the
258 revocation had not occurred, except for the rights of a person arising out of an act or omission
259 in reliance on the revocation before the person knew or had notice of the reinstatement are not
260 affected.
261 Section 5. Section 48-2e-811 is amended to read:
262 48-2e-811. Reinstatement.
263 (1) A limited partnership that is administratively dissolved under Section 48-2e-810
264 may apply to the division for reinstatement [
265 partnership's same name at any time after the effective date of dissolution[
266
267 the division for filing an application for reinstatement that states:
268 (a) the name of the limited partnership at the time of its administrative dissolution and,
269 if needed, a different name that satisfies Section 48-2e-108;
270 (b) the address of the principal office of the limited partnership and the name and
271 address of its registered agent;
272 (c) the effective date of the limited partnership's administrative dissolution; and
273 (d) that the grounds for dissolution did not exist or have been cured.
274 (2) A limited partnership administratively dissolved under Section 48-2e-810 on or
275 after May 1, 2019, but before May 1, 2024, may apply for reinstatement under the limited
276 partnership's same name if the limited partnership's name is available and the limited
277 partnership delivers to the division for filing an application for reinstatement that satisfies the
278 requirements of Subsections (1)(a) through (c).
279 (3) A limited partnership retains the limited partnership's name and assumed name, as
280 described in Section 42-2-6.6, for five years after the day on which the dissolution is effective.
281 [
282 penalties that were due to the division at the time of its administrative dissolution and all fees,
283 taxes, interest, and penalties that would have been due to the division while the limited
284 partnership was administratively dissolved.
285 [
286 contains the information required, is satisfied that the information is correct, and determines
287 that all payments required to be made to the division by [
288 been made, the division shall:
289 (a) cancel the statement of administrative dissolution and prepare a statement of
290 reinstatement that states the division's determination and the effective date of reinstatement;
291 (b) file the statement of reinstatement; and
292 (c) serve a copy of the statement of reinstatement on the limited partnership.
293 [
294 (a) The restatement relates back to and takes effect as of the effective date of the
295 administrative dissolution.
296 (b) The limited partnership resumes carrying on its activities and affairs as if the
297 administrative dissolution had not occurred.
298 (c) The rights of a person arising out of an act or omission in reliance on the
299 dissolution before the person knew or had notice of the reinstatement are not affected.
300 Section 6. Section 48-3a-709 is amended to read:
301 48-3a-709. Reinstatement.
302 (1) A limited liability company that is administratively dissolved under Section
303 48-3a-708 may apply to the division for reinstatement [
304 limited liability company's same name at any time after the effective date of dissolution[
305
306 liability company delivers to the division for filing an application for reinstatement that states:
307 (a) the name of the limited liability company at the time of its administrative
308 dissolution and, if needed, a different name that satisfies Section 48-3a-108;
309 (b) the address of the principal office of the limited liability company and the name and
310 address of its registered agent;
311 (c) the effective date of the limited liability company's administrative dissolution; and
312 (d) that the grounds for dissolution did not exist or have been cured.
313 (2) A limited liability company administratively dissolved under Section 48-3a-708 on
314 or after May 1, 2019, but before May 1, 2024, may apply for reinstatement under the limited
315 liability company's same name if the limited liability company's name is available and the
316 limited liability company delivers to the division for filing an application for reinstatement that
317 satisfies the requirements of Subsections (1)(a) through (c).
318 (3) A limited liability company retains the limited liability company's name and
319 assumed name, as described in Section 42-2-6.6, for five years after the day on which the
320 dissolution is effective.
321 [
322 and penalties that were due to the division at the time of its administrative dissolution and all
323 fees, taxes, interest, and penalties that would have been due to the division while the limited
324 liability company was administratively dissolved.
325 [
326 contains the information required by Subsection (1) or (2), is satisfied that the information is
327 correct, and determines that all payments required to be made to the division by [
328
329 (a) cancel the statement of administrative dissolution and prepare a statement of
330 reinstatement that states the division's determination and the effective date of reinstatement;
331 (b) file the statement of reinstatement; and
332 (c) serve a copy of the statement of reinstatement on the limited liability company.
333 [
334 (a) The reinstatement relates back to and takes effect as of the effective date of the
335 administrative dissolution.
336 (b) The limited liability company may resume its activities and affairs as if the
337 administrative dissolution had not occurred.
338 (c) The rights of a person arising out of an act or omission in reliance on the
339 dissolution before the person knew or had notice of the reinstatement are not affected.
340 Section 7. Section 59-7-505 is amended to read:
341 59-7-505. Returns required -- When due -- Extension of time -- Exemption from
342 filing.
343 (1) Each corporation subject to taxation under this chapter shall make a return, except
344 that a group of corporations filing a combined report under Part 4, Combined Reporting, shall
345 file one combined report.
346 (a) The return shall be signed by a responsible officer of the corporation, the signature
347 of whom need not be notarized but when signed shall be considered as made under oath.
348 (b) (i) In cases where receivers, trustees in bankruptcy, or assignees are operating the
349 property or business of corporations, those receivers, trustees, or assignees shall make returns
350 for such corporations in the same manner and form as corporations are required to make
351 returns.
352 (ii) Any tax due on the basis of such returns made by receivers, trustees, or assignees
353 shall be collected in the same manner as if collected from the corporations of whose business
354 or property they have custody and control.
355 (2) (a) A corporation required to make a return under this chapter shall make a return
356 on or before the later of:
357 (i) the 15th day of the fourth month following the close of the taxable year; or
358 (ii) the day on which the corporation is required to file a federal income tax return.
359 (b) Interest accrues from the day on which a return is due under this Subsection (2).
360 (3) (a) The commission shall allow a taxpayer an extension of time for filing a return.
361 (b) Except as provided in Subsection (3)(c), the extension described in Subsection
362 (3)(a) may be for up to six months.
363 (c) For a taxable year beginning on or after January 1, 2019, but beginning on or before
364 December 31, 2019, a taxpayer may receive an extension described in Subsection (3)(a) for the
365 time period that ends on the last day of the extension to file the taxpayer's federal income tax
366 return.
367 (4) Each return shall be made to the commission.
368 (5) A corporation incorporated or qualified to do business in this state before January
369 1, 1973, is not liable for filing a return or paying tax measured by income for the taxable year
370 in which the corporation legally terminates the corporation's existence.
371 (6) A corporation incorporated or qualified to do business or that had the corporation's
372 authority to do business reinstated on or after January 1, 1973, shall file a return and pay the tax
373 measured by income for each period during which the corporation had the right to do business
374 in this state, and the return shall be filed and the tax paid within three months and 15 days after
375 the close of this period.
376 (7) If a corporation terminates the corporation's existence under Section 16-10a-1401,
377 the corporation is not required to file a return if the corporation provides a statement to the
378 commission that no business has been conducted during that period.
379 (8) (a) A corporation commencing to do business in Utah after qualification or
380 incorporation with the Division of Corporations and Commercial Code is not required to file a
381 return for the period commencing with the date of incorporation or qualification and ending on
382 the last day of the same month, if that corporation was not doing business in and received no
383 income from sources in the state during such period.
384 (b) In determining whether a corporation comes within the provisions of this chapter,
385 affidavits on behalf of the corporation that it did no business in and received no income from
386 sources in Utah during such period shall be filed with the commission.
387 (9) An entity required to file a return under this section shall report on the entity's
388 return:
389 (a) whether the entity has filed a current annual report with the Division of
390 Corporations; and
391 (b) the entity's commerce entity number.
392 Section 8. Section 59-10-1403 is amended to read:
393 59-10-1403. Income tax treatment of a pass-through entity -- Returns --
394 Classification same as under Internal Revenue Code.
395 (1) Subject to Subsection (3) and except as provided in Subsection 59-10-1403.2(2), a
396 pass-through entity is not subject to a tax imposed by this chapter.
397 (2) Except as provided in Section 59-10-1403.3, the income, gain, loss, deduction, or
398 credit of a pass-through entity shall be passed through to one or more pass-through entity
399 taxpayers as provided in this part.
400 (3) A pass-through entity is subject to the return filing requirements of Sections
401 59-10-507, 59-10-514, and 59-10-516.
402 (4) For purposes of taxation under this title, a pass-through entity that transacts
403 business in the state shall be classified in the same manner as the pass-through entity is
404 classified for federal income tax purposes.
405 (5) (a) If a change is made in a pass-through entity's net income or loss on the
406 pass-through entity's federal income tax return because of an action of the federal government,
407 the pass-through entity shall file with the commission within 90 days after the date of a final
408 determination of the action:
409 (i) a copy of the pass-through entity's amended federal income tax return or federal
410 adjustment; and
411 (ii) an amended state income tax return that conforms with the changes made in the
412 pass-through entity's amended federal income tax return.
413 (b) If a change is made in a pass-through entity's net income on the pass-through
414 entity's federal income tax return because the pass-through entity files an amended federal
415 income tax return, the pass-through entity shall file with the commission, within 90 days after
416 the date the taxpayer files the amended federal income tax return:
417 (i) a copy of the pass-through entity's amended federal income tax return; and
418 (ii) an amended state income tax return that conforms with the changes made in the
419 pass-through entity's amended federal income tax return.
420 (6) (a) A pass-through entity subject to the return filing requirements under Subsection
421 (3), shall report on the pass-through entity's return:
422 (i) whether the entity has filed a current annual report with the Division of
423 Corporations; and
424 (ii) the entity's commerce entity number.
425 (b) Subsection (6)(a) does not apply to an individual, estate, or trust.
426 Section 9. Effective date.
427 This bill takes effect on May 1, 2024.