Dissolution

Utah Code tit. 16, ch. 16-6a, pt. 16-6a-P14

in effect

Utah Code § 16-6a-1401 Dissolution by incorporators or directors if no members.

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 incorporators. (2) The directors or incorporators in approving dissolution shall adopt a plan of dissolution indicating to whom the assets owned or held by the nonprofit corporation will be distributed after all creditors have been paid. Enacted by Chapter 300, 2000 General Session

Utah Code § 16-6a-1402 Dissolution by directors and members.

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 board of directors shall adopt the proposal to dissolve; (b) the board of directors shall: (i) recommend the proposal to dissolve to the members; or (ii) (A) determine that because of a conflict of interest or other special circumstance, it should make no recommendation; and (B) communicate the basis for its determination to the members; and (c) the members entitled to vote on the proposal to dissolve shall approve the proposal to dissolve as provided in Subsection (5). (3) The board of directors may condition the effectiveness of the dissolution, and the members may condition their approval of the dissolution, on any basis. (4) (a) The nonprofit corporation shall give notice, in accordance with Section 16-6a-704, to each member entitled to vote on the proposal of the members' meeting at which the proposal to dissolve will be voted on. (b) The notice required by Subsection (4)(a) shall: (i) state that the purpose, or one of the purposes, of the meeting is to consider the proposal to dissolve the nonprofit corporation; and (ii) contain or be accompanied by a copy of the proposal or a summary of the proposal. (5) The proposal to dissolve shall be approved by the votes required by Sections 16-6a-714 and 16-6a-715 by every voting group entitled to vote on the proposal to dissolve unless a greater vote is required by: (a) this chapter; (b) the articles of incorporation; (c) bylaws adopted by the members; or (d) the board of directors acting pursuant to Subsection (3). (6) The plan of dissolution shall indicate to whom the assets owned or held by the nonprofit corporation will be distributed after all creditors have been paid. Enacted by Chapter 300, 2000 General Session

Utah Code § 16-6a-1403 Articles of dissolution.

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 nonprofit corporation's principal office; or (B) if a principal office is not to be maintained, a statement that the nonprofit corporation will not maintain a principal office; and (ii) if different from the address of the principal office or if no principal office is to be maintained, the address to which service of process may be mailed pursuant to Section 16-6a-1409; (c) the date dissolution was authorized; (d) if dissolution was authorized by the directors or the incorporators pursuant to Section 16-6a-1401, a statement to that effect; (e) if dissolution was approved by the members pursuant to Section 16-6a-1402, a statement that the number of votes cast for the proposal to dissolve by each voting group entitled to vote separately on the proposal was sufficient for approval by that voting group; and (f) any additional information as the division determines is necessary or appropriate. (2) A nonprofit corporation is dissolved upon the effective date of its articles of dissolution. (3) Articles of dissolution need not be filed by a nonprofit corporation that is dissolved pursuant to Section 16-6a-1418. Enacted by Chapter 300, 2000 General Session

Utah Code § 16-6a-1404 Revocation of dissolution.

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 dissolution was authorized. (b) The board of directors may revoke the dissolution without member action if: (i) the dissolution is authorized pursuant to Section 16-6a-1402; and (ii) the authorization permitted revocation by action of the board of directors alone. (3) (a) After the revocation of dissolution is authorized, the nonprofit corporation may revoke the dissolution by delivering to the division for filing, within 120 days after the effective date of dissolution: (i) articles of revocation of dissolution; and (ii) a copy of its articles of dissolution. (b) The articles of revocation of dissolution shall set forth: (i) the name of the nonprofit corporation; (ii) the effective date of the dissolution that was revoked; (iii) the date that the revocation of dissolution was authorized; (iv) if, pursuant to Subsection (2), the directors or the incorporators revoked a dissolution authorized under Section 16-6a-1401, a statement that the revocation of dissolution was authorized by the directors or the incorporators, as the case may be; (v) if, pursuant to Subsection (2), the directors revoked a dissolution approved by the members, a statement that the revocation was permitted by action of the directors pursuant to that approval; and (vi) if the revocation of dissolution was approved pursuant to Subsection (2) by the members, a statement that the number of votes cast for revocation of dissolution by each voting group entitled to vote separately on the proposal to dissolve was sufficient for approval by that voting group. (4) (a) Revocation of dissolution is effective as provided in Section 16-1a-205. (b) A delayed effective date may not be specified pursuant to Section 16-1a-204. (5) When the revocation of dissolution is effective: (a) the revocation relates back to and takes effect as of the effective date of the dissolution; and (b) the nonprofit corporation may carry on its activities and use its corporate name as if dissolution had never occurred. Amended by Chapter 92, 2026 General Session

Utah Code § 16-6a-1405 Effect of dissolution.

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 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

Utah Code § 16-6a-1406 Disposition of known claims by notification.

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 this section may give written notice of the dissolution to known claimants at any time after the effective date of the dissolution. The written notice shall: (a) describe the information that shall be included in a claim; (b) provide an address to which written notice of any claim shall be given to the nonprofit corporation; (c) state the deadline by which the dissolved nonprofit corporation shall receive a claim, which may not be fewer than 120 days after the effective date of the notice; and (d) state that unless sooner barred by any other state statute limiting actions, a claim will be barred if not received by the deadline stated in Subsection (2)(c). (3) Unless sooner barred by any other statute limiting actions, a claim against the dissolved nonprofit corporation is barred if: (a) (i) a claimant was given notice under Subsection (2); and (ii) the claim is not received by the dissolved nonprofit corporation by the deadline stated in the notice; or (b) (i) the dissolved nonprofit corporation delivers to the claimant written notice of rejection of the claim within 90 days after receipt of the claim; and (ii) the claimant whose claim was rejected by the dissolved nonprofit corporation does not commence a proceeding to enforce the claim within 90 days after the effective date of the rejection notice. (4) Claims that are not rejected by the dissolved nonprofit corporation in writing within 90 days after receipt of the claim by the dissolved nonprofit corporation shall be considered accepted. (5) The failure of the dissolved nonprofit corporation to give notice to any known claimant pursuant to Subsection (2) does not affect the disposition under this section of any claim held by any other known claimant. (6) For purposes of this section: (a) "claim" does not include: (i) a contingent liability; or (ii) a claim based on an event occurring after the effective date of dissolution; and (b) an action to enforce a claim includes: (i) any civil action; and (ii) any arbitration under any agreement for binding arbitration between the dissolved nonprofit corporation and the claimant. Enacted by Chapter 300, 2000 General Session

Utah Code § 16-6a-1407 Disposition of claims by publication.

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 (1) shall: (a) be published: (i) one time in a newspaper of general circulation in: (A) the county where: (I) the dissolved nonprofit corporation's principal office is located; or (II) if the dissolved nonprofit corporation has no principal office in this state, its registered office is or was last located; or (B) if neither Subsection (2)(a)(i)(A) or (B) apply, Salt Lake County; and (ii) as required in Section 45-1-101; (b) describe the information that shall be included in a claim; (c) provide an address at which any claim shall be given to the nonprofit corporation; and (d) state that unless sooner barred by any other statute limiting actions, a claim will be barred if an action to enforce the claim is not commenced within three years after publication of the notice. (3) If the dissolved nonprofit corporation publishes a newspaper or website notice in accordance with Subsection (2), then unless sooner barred under Section 16-6a-1406 or under any other statute limiting actions, the claim of any claimant against the dissolved nonprofit corporation is barred unless the claimant commences an action to enforce the claim against the dissolved nonprofit corporation within three years after the publication date of the notice. (4) For purposes of this section: (a) "claim" means any claim, including claims of this state, whether: (i) known; (ii) due or to become due; (iii) absolute or contingent; (iv) liquidated or unliquidated; (v) founded on contract, tort, or other legal basis; or (vi) otherwise; and (b) an action to enforce a claim includes: (i) any civil action; and (ii) any arbitration under any agreement for binding arbitration between the dissolved nonprofit corporation and the claimant. Amended by Chapter 388, 2009 General Session

Utah Code § 16-6a-1408 Enforcement of claims against dissolved nonprofit corporation.

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 have been distributed in liquidation, against any person, other than a creditor of the nonprofit corporation, to whom the nonprofit corporation distributed its property. (2) Notwithstanding Subsection (1), a distributee's total liability for all claims under this section may not exceed the total value of assets distributed to the distributee, as the value is determined at the time of distribution. (3) (a) A distributee required to return any portion of the value of assets received by the distributee in liquidation shall be entitled to contribution from all other distributees. (b) Each contribution under Subsection (3)(a): (i) shall be in accordance with the contributing distributee's rights and interests; and (ii) may not exceed the value of the assets received by the contributing distributee in liquidation. Enacted by Chapter 300, 2000 General Session

Utah Code § 16-6a-1409 Service on dissolved nonprofit corporation.

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, return receipt requested, to: (i) the address of its principal office, if any: (A) as set forth in its articles of dissolution; or (B) as last changed by notice delivered to the division for filing; or (ii) the address for service of process that: (A) is stated in its articles of dissolution; or (B) as last changed by notice delivered to the division for filing. (2) Service effected pursuant to Subsection (1)(b) is perfected at the earliest of: (a) the date the dissolved nonprofit corporation receives the process, notice, or demand; (b) the date shown on the return receipt, if signed on behalf of the dissolved nonprofit corporation; or (c) five days after mailing. (3) Subsection (1) does not prescribe the only means, or necessarily the required means, of serving a dissolved nonprofit corporation. Enacted by Chapter 300, 2000 General Session

Utah Code § 16-6a-1414 Grounds and procedure for judicial dissolution.

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) the nonprofit corporation obtained the nonprofit corporation's articles of incorporation through fraud; or (b) the nonprofit corporation has continued to exceed or abuse the authority conferred upon the nonprofit corporation by law. (2) A member or director of a nonprofit corporation may bring an action in a court with jurisdiction under Title 78A, Judiciary and Judicial Administration, to dissolve the nonprofit corporation if it is established that: (a) (i) the directors are deadlocked in the management of the corporate affairs; (ii) the members, if any, are unable to break the deadlock; and (iii) irreparable injury to the nonprofit corporation is threatened or being suffered; (b) the directors or those in control of the nonprofit corporation have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent; (c) the members are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have expired or would have expired upon the election of their successors; or (d) the corporate assets are being misapplied or wasted. (3) A creditor 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) (i) the creditor's claim has been reduced to judgment; (ii) the execution on the judgment has been returned unsatisfied; and (iii) the nonprofit corporation is insolvent; or (b) (i) the nonprofit corporation is insolvent; and (ii) the nonprofit corporation has admitted in writing that the creditor's claim is due and owing. (4) (a) As used in this Subsection (4): (i) (A) "Misconduct claim" means: (I) a claim for wrongful death, fraud, breach of public trust, or an intentional tort; or (II) a claim regarding criminal conduct by a director, member, or employee of the nonprofit corporation that is a felony offense or an offense described in Title 76, Chapter 5, Part 4, Sexual Offenses, Title 76, Chapter 5b, Sexual Exploitation Act, or Section 76-7-102. (B) "Misconduct claim" does not include a claim regarding criminal conduct by a director, member, or employee of the nonprofit corporation that is an offense described in Section 76-5-417 or 76-5-420. (ii) "Nonprofit corporation" does not include a bona fide church or religious organization. (b) If a person brings a misconduct claim in an action against a nonprofit corporation, the person may also bring an action to dissolve the nonprofit corporation. (c) If a person brings a dissolution action under Subsection (4)(b), the court may only dissolve the nonprofit corporation if the court finds the nonprofit corporation is liable for the misconduct claim. (d) Upon a motion by the plaintiff in a dissolution action described in Subsection (4)(b), the court may: (i) issue an injunction preventing the nonprofit corporation from selling or disposing of any assets held by the nonprofit corporation; and (ii) require the nonprofit corporation to deposit funds, or post a bond, with the court for the amount of damages pleaded in the complaint. (e) The court may void a transaction that is made by the nonprofit corporation within 12 months before the day on which the action was filed with the court if the court finds that the transaction is voidable under Section 25-6-202. (5) If an action is brought under this section, it is not necessary to make directors or members parties to the action to dissolve the nonprofit corporation unless relief is sought against the members individually. (6) In an action under this section, the court may: (a) issue injunctions; (b) appoint a receiver or a custodian pendente lite with all powers and duties the court directs; or (c) take other action required to preserve the nonprofit corporation's assets wherever located and carry on the business of the nonprofit corporation until a full hearing can be held. (7) If a nonprofit corporation has been dissolved by voluntary or another action taken under this part: (a) the nonprofit corporation may bring a proceeding to wind up and liquidate its business and affairs under judicial supervision in accordance with Section 16-6a-1405; and (b) the attorney general, a director, a member, a creditor, or a plaintiff under Subsection (4) may bring a proceeding to wind up and liquidate the affairs of the nonprofit corporation under judicial supervision in accordance with Section 16-6a-1405, upon establishing the grounds set forth in Subsections (1) through (4). Amended by Chapter 173, 2025 General Session

Utah Code § 16-6a-1416 Receivership or custodianship.

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 supervision. (b) "Judicial proceeding to dissolve the nonprofit corporation" includes a proceeding brought under Section 16-6a-1414. (2) (a) A court in a judicial proceeding brought to dissolve a nonprofit corporation may appoint: (i) one or more receivers to wind up and liquidate the affairs of the nonprofit corporation; or (ii) one or more custodians to manage the affairs of the nonprofit corporation. (b) Before appointing a receiver or custodian, the court shall hold a hearing, after giving notice to: (i) all parties to the proceeding; and (ii) any interested persons designated by the court. (c) The court appointing a receiver or custodian has exclusive jurisdiction over the nonprofit corporation and all of its property, wherever located. (d) The court may appoint as a receiver or custodian: (i) an individual; (ii) a domestic or foreign corporation authorized to conduct affairs in this state; or (iii) a domestic or foreign nonprofit corporation authorized to conduct affairs in this state. (e) The court may require the receiver or custodian to post bond, with or without sureties, in an amount specified by the court. (3) The court shall describe the powers and duties of the receiver or custodian in its appointing order that may be amended from time to time. Among other powers the receiver shall have the power to: (a) dispose of all or any part of the property of the nonprofit corporation, wherever located: (i) at a public or private sale; and (ii) if authorized by the court; and (b) sue and defend in the receiver's own name as receiver of the nonprofit corporation in all courts. (4) The custodian may exercise all of the powers of the nonprofit corporation, through or in place of its board of directors or officers, to the extent necessary to manage the affairs of the nonprofit corporation in the best interests of its members and creditors. (5) If doing so is in the best interests of the nonprofit corporation and its members and creditors, the court may: (a) during a receivership, redesignate the receiver as a custodian; and (b) during a custodianship, redesignate the custodian as a receiver. (6) The court from time to time during the receivership or custodianship may order compensation paid and expense disbursements or reimbursements made from the assets of the nonprofit corporation or proceeds from the sale of the assets to: (a) the receiver; (b) the custodian; or (c) the receiver's or custodian's attorney. Amended by Chapter 331, 2024 General Session

Utah Code § 16-6a-1417 Decree of dissolution.

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. (b) "Judicial proceeding to dissolve the nonprofit corporation" includes a proceeding brought under Section 16-6a-1414. (2) If after a hearing the court determines that one or more grounds for judicial dissolution described in Section 16-6a-1414 exist: (a) the court may enter a decree: (i) dissolving the nonprofit corporation; and (ii) specifying the effective date of the dissolution; and (b) the clerk of the court shall deliver a certified copy of the decree to the division which shall file it accordingly. (3) After entering the decree of dissolution, the court shall direct: (a) the winding up and liquidation of the nonprofit corporation's affairs in accordance with Section 16-6a-1405; and (b) the giving of notice to: (i) (A) the nonprofit corporation's registered agent; or (B) the division if it has no registered agent; and (ii) to claimants in accordance with Sections 16-6a-1406 and 16-6a-1407. (4) The court's order or decision may be appealed as in other civil proceedings. Amended by Chapter 331, 2024 General Session

Utah Code § 16-6a-1418 Dissolution upon expiration of period of duration.

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 articles of incorporation is considered a provision for a period of duration if it is to the effect that the nonprofit corporation or its existence shall be terminated: (i) at a specified date; (ii) after a stated period of time; (iii) upon a contingency; or (iv) any event similar to those described in Subsections (2)(a)(i) through (iii); and (b) the following shall be considered to be the expiration of the nonprofit corporation's period of duration: (i) the occurrence of the specified date; (ii) the expiration of the stated period of time; (iii) the occurrence of the contingency; or (iv) the satisfaction of the provision described in Subsection (2)(a)(iv). Enacted by Chapter 300, 2000 General Session

Utah Code § 16-6a-1419 Deposit with state treasurer.

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, Revised Uniform Unclaimed Property Act, if the creditor, claimant, or member: (1) cannot be found; or (2) is not legally competent to receive the assets. Amended by Chapter 378, 2010 General Session

Source: Utah Office of Legislative Research and General Counsel (le.utah.gov)URL: https://le.utah.gov/xcode/Title16/Chapter6A/16-6a-P14.html?v=C16-6a-P14_1800010118000101Fetched: 10/26/2026