16-6a-1405. Effect of dissolution.

285 words·~1 min read·/ut/title-16/chapter-6a/16-6a-1405

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

Effective 7/1/2024

(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 conveying assets held by the nonprofit corporation upon a condition requiring return, transfer, or conveyance, which condition occurs by reason of the dissolution, in accordance with the condition;

(c)transferring, subject to any contractual or legal requirements, its assets as provided in or authorized by its articles of incorporation or bylaws;

(d)discharging or making provision for discharging its liabilities; and

(e)doing every other act necessary to wind up and liquidate its assets and affairs.

(2)Dissolution of a nonprofit corporation does not:

(a)transfer title to the nonprofit corporation's property including title to water rights, water conveyance facilities, or other assets of a nonprofit corporation organized to divert or distribute water to its members;

(b)subject its directors or officers to standards of conduct different from those prescribed in this chapter;

(c)change quorum or voting requirements for its board of directors or members;

(d)change provisions for selection, resignation, or removal of its directors or officers, or both;

(e)change provisions for amending its bylaws or its articles of incorporation;

(f)prevent commencement of a proceeding by or against the nonprofit corporation in its corporate name; or

(g)abate or suspend a proceeding pending by or against the nonprofit corporation on the effective date of dissolution.

(3)Nothing in this section may be applied in a manner inconsistent with a court's power of judicial dissolution exercised in accordance with Section 16-6a-1414 .

Amended by Chapter 401 , 2023 General Session