Title 16, Title 16: Corporations

16-6a-1006. Restated articles of incorporation. (1) The board of directors may restate the articles of incorporation at any time with or without member action. The incorporators of a nonprofit corporation may restate the articles of incorporation at any time if the nonprofit corp…

16-6a-1006. Restated articles of incorporation. (1) The board of directors may restate the articles of incorporation at any time with or without member action. The incorporators of a nonprofit corporation may restate the articles of incorporation at any time if the nonprofit corp…

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 domestic nonprofit corporation may convert to a corporation subject to, by filing an amendment of its articles of incorporation with the division pursuant to this section. Chapter 10a, Utah Revised Business Corporation Act T…

16-6a-1008.7. Conversion to or from a domestic limited liability company. (1) 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, by complying with: 16…

16-6a-1008.7. Conversion to or from a domestic limited liability company. (1) A domestic nonprofit corporation may convert to a domestic limited liability company subject to, pursuant to Section, by complying with: Title 48, Chapter 3a, Utah Revised Uniform Limited Liability Comp…

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

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: this chapter or the articles of incorporation or bylaws: reserve the power exclusively to the members in wh…

16-6a-1011. Bylaw changing quorum or voting requirement for members. (1) 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 th…

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: if adopted by the members, only by the members; or if adopted by the board of directors, by: the members; o…

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 Subsectionmay…

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: terminate all members or an…

16-6a-102. Definitions. As used in this chapter: (1) "Address" means a location where mail can be delivered by the United States Postal Service. "Address" includes: a post office box number; a rural free delivery route number; and a street name and number. (2) "Affiliate" means a…

16-6a-102. Definitions. As used in this chapter: (1) "Address" means a location where mail can be delivered by the United States Postal Service. "Address" includes: a post office box number; a rural free delivery route number; and a street name and number. (2) "Affiliate" means a…

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

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-105. Filing requirements. (1) To be entitled to filing by the division, a document shall satisfy the requirements of: this section; and any other section of this chapter that adds to or varies the requirements of this section. (2) This chapter shall require or permit filing…

16-6a-106. Forms. (1) The division may prescribe forms or cover sheets for documents required or permitted to be filed by this chapter. If the division prescribes a form or cover sheet pursuant to Subsection, the division shall provide the form or cover sheet on request. (1)(a) (…

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 Sectionincluding fees: 63J-1-504 for furnishing a certified copy of any document, instrument, or paper relating to a …

16-6a-108. Effective time and date of filed documents. (1) Except as provided in Subsectionand Subsection, a document submitted to the division for filing under this chapter is effective: (2) 16-6a-109(4) at the time of filing; and on the date it is filed. The division's endorsem…

16-6a-109. Correcting filed documents. (1) A domestic or foreign nonprofit corporation may correct a document filed with the division if the document: contains an incorrect statement; or was defectively executed, attested, sealed, verified, or acknowledged. (2) A document is corr…

16-6a-110. Filing duty of division. (1) If a document delivered to the division for filing satisfies the requirements of Section, the division shall file the document. 16-6a-105 (2) The division files a document by stamping or otherwise endorsing "Filed" together with the name of…

16-6a-1101. Merger. (1) One or more domestic corporations, foreign corporations, domestic nonprofit corporations, or foreign nonprofit corporations may merge into a nonprofit corporation: if the board of directors of each domestic corporation, foreign corporation, domestic nonpro…

16-6a-1102. Action on plan of merger. (1) After adopting the plan of merger, the board of directors of each domestic nonprofit corporation that is a party to the merger shall submit the plan of merger to its members, if any are entitled to vote on the plan of merger, for approval…

16-6a-1103. Articles of merger. (1) After a plan of merger is approved, pursuant to Section, the surviving domestic nonprofit corporation shall deliver to the division for filing articles of merger setting forth: 16-6a-1102 the plan of merger; if shareholder or member approval wa…

16-6a-1104. Effect of merger. (1) When a merger takes effect: every domestic corporation, foreign corporation, domestic nonprofit corporation, or foreign nonprofit corporation party to the merger merges into the surviving domestic nonprofit corporation; the separate existence of …

16-6a-1105. Merger with foreign nonprofit corporation. (1) One or more domestic nonprofit corporations may merge with one or more foreign nonprofit corporations if: the merger is permitted by the law of the state or country under whose law each foreign nonprofit corporation is in…

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, the following may appeal the refusal to the executive director: (1) the domestic or foreign nonprofit corporation for which the f…

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 certificate of existence for a domestic nonprofit corporation; a certificate of authorization for a foreign nonprofit corporation; or a certificate that sets forth any facts of record …

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

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

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 director, officer, delegate, or member may petition a court to take an action provided in Subsectionif for any reason it is impractical or impossible for a nonprofit corporation in the manner prescribed by this chapter or the nonprofit corporatio…

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

16-6a-118. Electronic documents. (1) Notwithstanding the other requirements of this chapter except subject to Section, the division may by rule permit a writing required or permitted to be filed with the division under this chapter: 16-6a-106 to be delivered, mailed, or filed: in…

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

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: sell, lease, exchange, or otherwise dispose of all or substantially all of its property in the usual and regular course of business; or mor…

16-6a-1202. Sale of property other than in regular course of activities. (1) 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 busines…

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

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

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 majority of its directors; or if it has no directors, a majority of its incorporators. (…

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: the board of…