Title 16, Title 16: Corporations

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 Subsections…

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

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

16-6a-1410. Grounds for administrative dissolution. The division may commence a proceeding under Sectionfor administrative dissolution of a nonprofit corporation if: (1) the nonprofit corporation does not pay when they are due any taxes, fees, or penalties imposed by this chapter…

16-6a-1411. Procedure for and effect of administrative dissolution. (1) If the division determines that one or more grounds exist under Sectionfor dissolving a nonprofit corporation, the division shall mail to the nonprofit corporation written notice of the determination, stating…

16-6a-1412. Reinstatement following administrative dissolution -- Reinstatement after voluntary dissolution. (1) A nonprofit corporation administratively dissolved under Sectionmay apply to the division for reinstatement under the nonprofit corporation's same name at any time aft…

16-6a-1413. Appeal from denial of reinstatement. (1) If the division denies a nonprofit corporation's application for reinstatement following administrative dissolution under Section, the division shall mail to the nonprofit corporation in the manner provided in Subsectionwritten…

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: th…

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: th…

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

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

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 provision in the arti…

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, if the creditor, cl…

16-6a-1501. Authority to conduct affairs required. (1) A foreign nonprofit corporation may not conduct affairs in this state until its application for authority to conduct affairs is filed by the division. This part shall be applicable to foreign nonprofit corporations that condu…

16-6a-1502. Consequences of conducting affairs without authority. (1) A foreign nonprofit corporation, its successor, or anyone acting on its behalf, conducting affairs in this state without authority may not be permitted to maintain a proceeding in any court in this state until …

16-6a-1503. Application for authority to conduct affairs. (1) A foreign nonprofit corporation may apply for authority to conduct affairs in this state by delivering to the division for filing an application for authority to conduct affairs setting forth: its corporate name and it…

16-6a-1504. Amended application for authority to conduct affairs. (1) A foreign nonprofit corporation authorized to conduct affairs in this state shall deliver an amended application for authority to conduct affairs to the division for filing if the foreign nonprofit corporation …

16-6a-1505. Effect of filing an application for authority to conduct affairs. (1) Filing an application for authority to conduct affairs authorizes the foreign nonprofit corporation to conduct affairs in this state, subject to the right of the state to revoke the authority as pro…

16-6a-1506. Corporate name and assumed corporate name of foreign nonprofit corporation. (1) Except as provided in Subsection, if the corporate name of a foreign nonprofit corporation does not satisfy the requirements of Section, to obtain authority to conduct affairs in this stat…

16-6a-1507. Registered name of foreign nonprofit corporation. (1) A foreign nonprofit corporation may register its corporate name as provided in this section if the name would be available for use as a corporate name for a domestic nonprofit corporation under Section. 16-6a-401 I…

16-6a-1510. Resignation of registered agent of foreign nonprofit corporation. (1) The registered agent of a foreign nonprofit corporation authorized to conduct affairs in this state may resign the agency appointment by delivering to the division for filing a statement of resignat…

16-6a-1511. Service on foreign nonprofit corporation. (1) The registered agent of a foreign nonprofit corporation authorized to conduct affairs in this state is the foreign corporation's agent for service of process, notice, or demand required or permitted by law to be served on …

16-6a-1512. Merger of foreign nonprofit corporations authorized to conduct affairs in this state. (1) If two or more foreign nonprofit corporations authorized to conduct affairs in this state are a party to a statutory merger permitted by the laws of the state or country under th…

16-6a-1513. Withdrawal of foreign nonprofit corporation. (1) A foreign nonprofit corporation authorized to conduct affairs in this state may not withdraw from this state until the foreign nonprofit corporation's application for withdrawal has been filed by the division. (2) A for…

16-6a-1514. Service on withdrawn foreign nonprofit corporation. (1) A foreign nonprofit corporation that has withdrawn from this state pursuant to Sectionshall: 16-6a-1513 maintain a registered agent in this state to accept service on its behalf in any proceeding based on a cause…

16-6a-1515. Grounds for revocation. The division may commence a proceeding under Sectionto revoke the authority of a foreign nonprofit corporation to conduct affairs in this state if: (1) the foreign nonprofit corporation does not deliver its annual report to the division when it…

16-6a-1516. Procedure for and effect of revocation. (1) If the division determines that one or more grounds exist under Sectionfor revoking the authority of a foreign nonprofit corporation to conduct affairs in this state, the division shall mail to the foreign nonprofit corporat…

16-6a-1517. Appeal from revocation. If the division revokes the authority of a foreign nonprofit corporation to conduct affairs in this state, in accordance with, the following may appeal the refusal to the executive director: (1) the foreign nonprofit corporation; or (2) the rep…

16-6a-1518. Domestication of foreign nonprofit corporations. (1) Any foreign nonprofit corporation may become a domestic nonprofit corporation: by delivering to the division for filing articles of domestication meeting the requirements of Subsection; (2) if the board of directors…

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

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

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) during regular business hours; at the nonprofit corporation's principal offi…

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 Sectionincludes, if reasonable, the right to receive copies made by photographic, xerogr…

16-6a-1604. Court-ordered inspection of corporate records. (1) A director or member may bring a petition in a court with jurisdiction under, against a nonprofit corporation if: Title 78A, Judiciary and Judicial Administration the nonprofit corporation refuses to allow a director …

16-6a-1605. Limitations on use of membership list. (1) Without consent of the board of directors, a membership list or any part of a membership list may not be obtained or used by any person for any purpose unrelated to a member's interest as a member. (2) Without limiting the ge…

16-6a-1606. Financial statements. By no later than 15 days after the day on which the nonprofit corporation receives a written request of any member, a nonprofit corporation shall mail to the member the following that show in reasonable detail the assets and liabilities and resul…

16-6a-1607. Annual report for division. (1) Each domestic nonprofit corporation, and each foreign nonprofit corporation authorized to conduct affairs in this state, shall deliver to the division for filing an annual report on a form provided by the division that sets forth: the c…

16-6a-1608. Statement of person named as director or officer. Any person named as a director or officer of a domestic or foreign nonprofit corporation in an annual report or other document on file with the division may, if that person does not hold the named position, deliver to …

16-6a-1609. Interrogatories by division. (1) The division may give interrogatories reasonably necessary to ascertain whether a nonprofit corporation has complied with the provisions of this chapter applicable to the nonprofit corporation to: any domestic or foreign nonprofit corp…

16-6a-1610. Scope of a member's right to inspect or receive copies. Notwithstanding the other provisions of this part, unless otherwise provided in the bylaws, a right of a member to inspect or receive information from a nonprofit corporation that is created by this part applies …

16-6a-1701. Application to existing domestic nonprofit corporations -- Reports of domestic and foreign nonprofit corporation. (1) Except as otherwise provided in Section, this chapter applies to domestic nonprofit corporations as follows: 16-6a-1704 domestic nonprofit corporation…

16-6a-1701. Application to existing domestic nonprofit corporations -- Reports of domestic and foreign nonprofit corporation. (1) Except as otherwise provided in Section, this chapter applies to domestic nonprofit corporations as follows: 16-6a-1704 domestic nonprofit corporation…

16-6a-1702. Application to foreign nonprofit corporations. (1) A foreign nonprofit corporation authorized to conduct affairs in this state on April 30, 2001, is subject to this chapter, but is not required to obtain a new certificate of authority to conduct affairs under this cha…

16-6a-1703. Nonapplicability of chapter. This chapter does not apply to: (1) corporations sole, except with respect to mergers and consolidations; or (2) domestic or foreign nonprofit corporations governed by. Title 3, Chapter 1, General Provisions Relating to Agricultural Cooper…

16-6a-1704. Saving provisions. (1) Except as provided in Subsection, the repeal of any statute by this act does not affect: (2) the operation of the statute or any action taken under it before its repeal; any ratification, right, remedy, privilege, obligation, or liability acquir…