Title 16, Business Entities

16-6a-1007. Amendment of articles of incorporation pursuant to reorganization. (1) Articles of incorporation may be amended, without action by the board of directors or members, to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under a …

16-6a-1008. Conversion to a business corporation. (1)(a) A domestic nonprofit corporation may convert to a corporation subject to Chapter 10a, Utah Revised Business Corporation Act, by filing an amendment of its articles of incorporation with the division pursuant to this section…

16-6a-1008.7. Conversion to or from a domestic limited liability company. (1)(a) A domestic nonprofit corporation may convert to a domestic limited liability company subject to Chapter 20, Utah Revised Uniform Limited Liability Company Act, pursuant to Section 16-20-1205, by comp…

16-6a-1009. Effect of amendment of articles of incorporation. (1) An amendment to the articles of incorporation does not affect: (a) any existing right of persons other than members; (b) any cause of action existing against or in favor of the nonprofit corporation; or (c) any pro…

16-6a-101. Title. This chapter is known as the "Utah Revised Nonprofit Corporation Act."

16-6a-1010. Amendment of bylaws by board of directors or members. (1) The board of directors may amend the bylaws at any time to add, change, or delete a provision, unless: (a) this chapter or the articles of incorporation or bylaws: (i) reserve the power exclusively to the membe…

16-6a-1011. Bylaw changing quorum or voting requirement for members. (1)(a) If authorized by the articles of incorporation, the members may adopt, amend, or repeal bylaws that fix a greater quorum or voting requirement for members, or voting groups of members, than is required by…

16-6a-1012. Bylaw changing quorum or voting requirement for directors. (1) Bylaws that fix a greater quorum or voting requirement for the board of directors may be amended: (a) if adopted by the members, only by the members; or (b) if adopted by the board of directors, by: (i) th…

16-6a-1013. Approval by third persons. (1) The articles of incorporation may require an amendment to the articles of incorporation or bylaws to be approved in writing by a specified person or persons other than the board of directors. (2) A provision permitted under Subsection (1…

16-6a-1014. Amendment terminating members or redeeming or canceling memberships. (1) An amendment to the articles of incorporation or bylaws of a nonprofit corporation shall meet the requirements of this chapter and this section if the amendment would: (a) terminate all members o…

16-6a-102. Definitions. As used in this chapter: (1)(a) "Address" means a location where mail can be delivered by the United States Postal Service. (b) "Address" includes: (i) a post office box number; (ii) a rural free delivery route number; and (iii) a street name and number. (…

16-6a-103. Notice. (1) Notice given under this chapter shall be in writing unless oral notice is reasonable under the circumstances. (2)(a) Notice may be communicated: (i) in person; (ii) by telephone; (iii) by electronic transmission; or (iv) by mail or private carrier. (b) If t…

16-6a-104. Powers of the division. The division has the power reasonably necessary to perform the duties required of the division under this chapter.

16-6a-107. Fees. (1) Unless otherwise provided by statute, the division shall charge and collect a fee for services established by the division in accordance with Section 63J-1-504 including fees: (a) for furnishing a certified copy of any document, instrument, or paper relating …

16-6a-111. Appeal from division's refusal to file document. If the division refuses to file a document delivered to it for filing, in accordance with Title 63G, Chapter 4, Administrative Procedures Act, the following may appeal the refusal to the executive director: (1) the domes…

16-6a-112. Evidentiary effect of copy of filed document. One or more of the following is conclusive evidence that the original document has been filed with the division: (1) a certificate attached to a copy of a document filed by the division; or (2) an endorsement, seal, or stam…

16-6a-113. Certificates issued by the division. (1) Any person may apply to the division for: (a) a certificate of existence for a domestic nonprofit corporation; (b) a certificate of authorization for a foreign nonprofit corporation; or (c) a certificate that sets forth any fact…

16-6a-114. Penalty for signing false documents. (1) It is unlawful for a person to sign a document: (a) knowing it to be false in any material respect; and (b) with intent that the document be delivered to the division for filing. (2) An offense under this section is a class A mi…

16-6a-115. Liability to third parties. The directors, officers, employees, and members of a nonprofit corporation are not personally liable in their capacity as directors, officers, employees, and members for the acts, debts, liabilities, or obligations of a nonprofit corporation…

16-6a-116. Private foundations. Except when otherwise determined by a court of competent jurisdiction, a nonprofit corporation that is a private foundation as defined in Section 509(a), Internal Revenue Code: (1) shall make distributions for each taxable year at the time and in t…

16-6a-117. Judicial relief. (1)(a) A director, officer, delegate, or member may petition a court to take an action provided in Subsection (1)(b) if for any reason it is impractical or impossible for a nonprofit corporation in the manner prescribed by this chapter or the nonprofit…

16-6a-118. Electronic documents. (1) Notwithstanding the other requirements of this chapter except subject to Section 16-1a-203, the division may by rule permit a writing required or permitted to be filed with the division under this chapter: (a) to be delivered, mailed, or filed…

16-6a-119. Execution against a mutual benefit corporation. (1) As used in this section: (a) "Judicial lien" means one or more of the following: (i) a judgment lien; or (ii) other lien obtained by a judicial or equitable process or proceeding. (b) "Water right" means: (i) a right …

16-6a-120. Provisions Applicable to All Business Entities applicable. Chapter 1a, Provisions Applicable to All Business Entities, applies to the provisions of this chapter.

16-6a-1201. Sale of property. (1) Unless the bylaws otherwise provide, a nonprofit corporation may, as authorized by the board of directors: (a) sell, lease, exchange, or otherwise dispose of all or substantially all of its property in the usual and regular course of business; or…

16-6a-1202. Sale of property other than in regular course of activities. (1)(a) A nonprofit corporation may sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property, with or without its good will, other than in the usual and regular course of busi…

16-6a-1301. Distributions prohibited. Except as authorized by Section 16-6a-1302, a nonprofit corporation may not make a distribution.

16-6a-1302. Authorized distributions. (1) A nonprofit corporation may: (a) make distributions or distribute the nonprofit corporation's assets to a: (i) member that is a domestic or foreign nonprofit corporation; (ii) member of a mutual benefit corporation, not inconsistent with …

16-6a-1401. Dissolution by incorporators or directors if no members. (1) If a nonprofit corporation has no members, the following may authorize the dissolution of the nonprofit corporation: (a) a majority of its directors; or (b) if it has no directors, a majority of its incorpor…

16-6a-1402. Dissolution by directors and members. (1) If a nonprofit corporation has members, dissolution of a nonprofit corporation may be authorized in the manner provided in Subsection (2). (2) For a proposal to dissolve the nonprofit corporation to be authorized: (a) the boar…

16-6a-1403. Articles of dissolution. (1) At any time after dissolution is authorized, the nonprofit corporation may dissolve by delivering to the division for filing articles of dissolution setting forth: (a) the name of the nonprofit corporation; (b)(i)(A) the address of the non…

16-6a-1404. Revocation of dissolution. (1) A nonprofit corporation may revoke its dissolution within 120 days after the effective date of the dissolution. (2)(a) Except as provided in Subsection (2)(b), revocation of dissolution shall be authorized in the same manner as the disso…

16-6a-1405. Effect of dissolution. (1) A dissolved nonprofit corporation continues its corporate existence but may not carry on any activities except as is appropriate to wind up and liquidate its affairs, including: (a) collecting its assets; (b) returning, transferring, or conv…

16-6a-1406. Disposition of known claims by notification. (1) A dissolved nonprofit corporation may dispose of the known claims against it by following the procedures described in this section. (2) A dissolved nonprofit corporation electing to dispose of known claims pursuant to t…

16-6a-1407. Disposition of claims by publication. (1) A dissolved nonprofit corporation may publish notice of its dissolution and request that persons with claims against the nonprofit corporation present them in accordance with the notice. (2) The notice described in Subsection …

16-6a-1408. Enforcement of claims against dissolved nonprofit corporation. (1) Subject to Subsection (2), a claim may be enforced under Section 16-6a-1406 or 16-6a-1407: (a) against the dissolved nonprofit corporation to the extent of its undistributed assets; and (b) if assets h…

16-6a-1409. Service on dissolved nonprofit corporation. (1) A dissolved nonprofit corporation shall: (a) maintain a registered agent to accept service of process on its behalf; or (b) be considered to have authorized service of process on it by registered or certified mail, retur…

16-6a-1414. Grounds and procedure for judicial dissolution. (1) The attorney general or the division director may bring an action in a court with jurisdiction under Title 78A, Judiciary and Judicial Administration, to dissolve a nonprofit corporation if it is established that: (a…

16-6a-1414. Grounds and procedure for judicial dissolution. (1) The attorney general or the division director may bring an action in a court with jurisdiction under Title 78A, Judiciary and Judicial Administration, to dissolve a nonprofit corporation if it is established that: (a…

16-6a-1416. Receivership or custodianship. (1) As used in this section: (a) "Decree of dissolution" includes an order of a court entered in a proceeding under Section 16-6a-1414 that directs that the affairs of a nonprofit corporation be wound up and liquidated under judicial sup…

16-6a-1417. Decree of dissolution. (1) As used in this section: (a) "Decree of dissolution" includes an order of a court entered in a proceeding under Section 16-6a-1414 that directs that the affairs of a nonprofit corporation be wound up and liquidated under judicial supervision…

16-6a-1418. Dissolution upon expiration of period of duration. (1) A nonprofit corporation shall be dissolved upon and by reason of the expiration of its period of duration, if any, stated in its articles of incorporation. (2) For purposes of this section: (a) a provision in the …

16-6a-1419. Deposit with state treasurer. Assets of a dissolved nonprofit corporation that are to be transferred to a creditor, claimant, or member of the nonprofit corporation shall be reduced to cash and deposited with the state treasurer in accordance with Title 67, Chapter 4a…

16-6a-1601. Corporate records. (1) A nonprofit corporation shall keep as permanent records: (a) minutes of all meetings of its members and board of directors; (b) a record of all actions taken by the members or board of directors without a meeting; (c) a record of all actions tak…

16-6a-1602. Inspection of records by directors and members. (1) A director or member is entitled to inspect and copy any of the records of the nonprofit corporation described in Subsection 16-6a-1601(5): (a) during regular business hours; (b) at the nonprofit corporation's princi…

16-6a-1603. Scope of inspection right. (1) A director's or member's agent or attorney has the same inspection and copying rights as the director or member. (2) The right to copy records under Section 16-6a-1602 includes, if reasonable, the right to receive copies made by photogra…