Effective 7/1/2023
(1) A nonprofit corporation administratively dissolved under Section 16-6a-1411 may apply to the division for reinstatement within two years after the effective date of dissolution by delivering to the division for filing an application for reinstatement that states:
(a) states:
(i) the effective date of the nonprofit corporation's administrative dissolution and the nonprofit corporation's corporate name on the effective date of dissolution;
(ii) that the ground or grounds for dissolution:
(A) did not exist; or
(B) have been eliminated;
(iii) the corporate name under which the nonprofit corporation is being reinstated;
(iv) the corporate name that satisfies the requirements of Section 16-6a-401;
(v) that the nonprofit corporation has paid all fees or penalties imposed under this chapter or other applicable state law;
(vi) that the nonprofit corporation:
(A) has paid any taxes, fees, or penalties owed to the State Tax Commission; or
(B) is current on a payment plan with the State Tax Commission for any taxes, fees, or penalties owed to the State Tax Commission;
(vii) the address of the nonprofit corporation's registered office;
(viii) the name of the nonprofit corporation's registered agent at the office stated in Subsection (1)(f);
(ix) the federal employer identification number of the nonprofit corporation; and
(x) any additional information the division determines is necessary or appropriate; and
(b) includes the written consent to appointment by the designated registered agent.
(2) (a) After receiving a nonprofit corporation's application for reinstatement, the division shall:
(i) provide the State Tax Commission with the nonprofit corporation's federal employer identification number; and
(ii) request that the State Tax Commission certify that the nonprofit corporation is in good standing.
(b) The State Tax Commission shall certify that a nonprofit corporation is in good standing if the nonprofit corporation:
(i) has paid all taxes, fees, and penalties the nonprofit corporation owed to the State Tax Commission; or
(ii) is current on a payment plan with the State Tax Commission for all taxes, fees, and penalties the nonprofit corporation owes to the State Tax Commission.
(c) If a nonprofit corporation is not in good standing as described in Subsection (2)(b), the State Tax Commission shall:
(i) notify the division, stating that the nonprofit corporation is not in good standing; and
(ii) notify the nonprofit corporation, explaining in detail why the nonprofit corporation is not in good standing.
(3) (a) The division shall revoke the administrative dissolution if:
(i) the division determines that the application for reinstatement contains the information required under Subsection (1);
(ii) the division determines that the information in the application is correct; and
(iii) the State Tax Commission certifies that the nonprofit corporation is in good standing as described in Subsection (2)(b).
(b) The division shall mail written notice of the revocation to the nonprofit corporation in the manner provided in Subsection 16-6a-1411(5) stating the effective date of the dissolution.
(4) When the reinstatement is effective:
(a) the reinstatement relates back to and takes effect as of the effective date of the administrative dissolution;
(b) the nonprofit corporation may carry on the nonprofit corporation's activities, under the name stated pursuant to Subsection (1)(a)(iii), as if the administrative dissolution had never occurred; and
(c) an act of the nonprofit corporation during the period of dissolution is effective and enforceable as if the administrative dissolution had never occurred.
(5) (a) The division may make rules for the reinstatement of a nonprofit corporation voluntarily dissolved.
(b) The rules made under Subsection (5)(a) shall be substantially similar to the requirements of this section for reinstatement of a nonprofit corporation that is administratively dissolved.