reglab/statecodes huggingface dataset:
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 15 - Foreign Nonprofit Corporations › Section 1514 - Service on withdrawn foreign nonprofit corporation.

16-6a-1514.
Service on withdrawn foreign nonprofit corporation.
(1) A foreign nonprofit corporation that has withdrawn from this state pursuant to Section 16-6a-1513 shall:
(a) maintain a registered agent in this state to accept service on its behalf in any proceeding based on a cause of action arising during the time it was authorized to conduct affairs in this state, in which case the continued authority of the registered agent shall be specified in the application for withdrawal; or
(b) be considered to have authorized service of process on it in connection with any cause of action by registered or certified mail, return receipt requested, to:
(i) the address of its principal office, if any:
(A) set forth in its application for withdrawal; or
(B) as last changed by notice delivered to the division for filing; or
(ii) the address for service of process:
(A) that is stated in its application for withdrawal; 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(a) the date the withdrawn foreign nonprofit corporation receives the process, notice, or demand;
(b) the date shown on the return receipt, if signed on behalf of the withdrawn foreign nonprofit corporation; or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(3) Subsection (1) does not prescribe the only means, or necessarily the required means, of serving a withdrawn foreign nonprofit corporation.
Amended by Chapter 364, 2008 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 15 - Foreign Nonprofit Corporations › Section 1515 - Grounds for revocation.

16-6a-1515.
Grounds for revocation.
The division may commence a proceeding under Section 16-6a-1516 to 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 is due;
(2) the foreign nonprofit corporation does not pay when they are due any taxes, fees, or penalties imposed by this chapter or other applicable laws of this state;
(3) the foreign nonprofit corporation is without a registered agent in this state;
(4) the foreign nonprofit corporation does not inform the division by an appropriate filing, within 30 days of the change or resignation, that:
(a) its registered agent has changed; or
(b) its registered agent has resigned;
(5) an incorporator, director, officer, or agent of the foreign nonprofit corporation signs a document knowing it is false in any material respect with intent that the document be delivered to the division for filing; or
(6) the division receives a duly authenticated certificate from the division or other official having custody of corporate records in the state or country under whose law the foreign nonprofit corporation is incorporated stating that the foreign nonprofit corporation has dissolved or disappeared as the result of a merger.
Amended by Chapter 364, 2008 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 15 - Foreign Nonprofit Corporations › Section 1516 - Procedure for and effect of revocation.

16-6a-1516.
Procedure for and effect of revocation.
(1) If the division determines that one or more grounds exist under Section 16-6a-1515 for revoking the authority of a foreign nonprofit corporation to conduct affairs in this state, the division shall mail to the foreign nonprofit corporation with written notice of the division's determination stating the grounds.
(2)
(a) If the foreign nonprofit corporation does not correct each ground for revocation or demonstrate to the reasonable satisfaction of the division that each ground determined by the division does not exist, within 60 days after mailing of the notice under Subsection (1), the division shall revoke the foreign nonprofit corporation's authority to conduct affairs in this state.
(b) If a foreign nonprofit corporation's authority to conduct affairs in this state is revoked under Subsection (2)(a), the division shall:
(i) mail a written notice of the revocation to the foreign nonprofit corporation stating the effective date of the revocation; and
(ii) mail a copy of the notice to:
(A) the last registered agent of the foreign nonprofit corporation; or
(B) if there is no registered agent of record, at least one officer of the corporation.
(3) The authority of a foreign nonprofit corporation to conduct affairs in this state ceases on the date shown on the division's certificate revoking the foreign nonprofit corporation's certificate of authority.
(4) Revocation of a foreign nonprofit corporation's authority to conduct affairs in this state does not terminate the authority of the registered agent of the foreign nonprofit corporation.
(5) A notice mailed under this section shall be:
(a) mailed first class, postage prepaid; and
(b) addressed to the most current mailing address appearing on the records of the division for:
(i) the registered agent of the nonprofit corporation, if the notice is required to be mailed to the registered agent; or
(ii) the officer of the nonprofit corporation that is mailed the notice if the notice is required to be mailed to an officer of the nonprofit corporation.
Amended by Chapter 386, 2009 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 15 - Foreign Nonprofit Corporations › Section 1517 - Appeal from revocation.

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 Title 63G, Chapter 4, Administrative Procedures Act, the following may appeal the refusal to the executive director:
(1) the foreign nonprofit corporation; or
(2) the representative of the foreign nonprofit corporation.
Amended by Chapter 382, 2008 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 16 - Records, Information, and Reports › Section 1601 - Corporate records.

16-6a-1601.
Corporate records.
(1) A nonprofit corporation shall keep as permanent records:
(a) minutes of all meetings of its members and board of directors;
(b) a record of all actions taken by the members or board of directors without a meeting;
(c) a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the nonprofit corporation; and
(d) a record of all waivers of notices of meetings of members and of the board of directors or any committee of the board of directors.
(2) A nonprofit corporation shall maintain appropriate accounting records.
(3) A nonprofit corporation or its agent shall maintain a record of its members in a form that permits preparation of a list of the name and address of all members:
(a) in alphabetical order, by class; and
(b) showing the number of votes each member is entitled to vote.
(4) A nonprofit corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.
(5) A nonprofit corporation shall keep a copy of each of the following records at its principal office:
(a) its articles of incorporation;
(b) its bylaws;
(c) resolutions adopted by its board of directors relating to the characteristics, qualifications, rights, limitations, and obligations of members or any class or category of members;
(d) the minutes of all members' meetings for a period of three years;
(e) records of all action taken by members without a meeting, for a period of three years;
(f) all written communications to members generally as members for a period of three years;
(g) a list of the names and business or home addresses of its current directors and officers;
(h) a copy of its most recent annual report delivered to the division under Section 16-6a-1607; and
(i) all financial statements prepared for periods ending during the last three years that a member could have requested under Section 16-6a-1606.
Enacted by Chapter 300, 2000 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 16 - Records, Information, and Reports › Section 1602 - Inspection of records by directors and members.

Effective 5/3/2023
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):
(a) during regular business hours;
(b) at the nonprofit corporation's principal office; and
(c) if the director or member gives the nonprofit corporation written demand, at least five business days before the date on which the member wishes to inspect and copy the records.
(2) In addition to the rights set forth in Subsection (1), a director or member is entitled to inspect and copy any of the other records of the nonprofit corporation described in Subsections 16-6a-1601(2) through (5):
(a) during regular business hours;
(b) at a reasonable location specified by the nonprofit corporation; and
(c) at least five business days before the date on which the member wishes to inspect and copy the records, if the director or member:
(i) meets the requirements of Subsection (3); and
(ii) gives the nonprofit corporation written demand.
(3) A director or member may inspect and copy the records described in Subsection (2) only if:
(a) the demand is made:
(i) in good faith; and
(ii) for a proper purpose;
(b) the director or member describes with reasonable particularity the purpose and the records the director or member desires to inspect; and
(c) the records are directly connected with the described purpose.
(4) Notwithstanding Section 16-6a-102, for purposes of this section:
(a) "member" includes:
(i) a beneficial owner whose membership interest is held in a voting trust; and
(ii) any other beneficial owner of a membership interest who establishes beneficial ownership; and
(b) "proper purpose" means a purpose reasonably related to the demanding member's or director's interest as a member or director.
(5) The right of inspection granted by this section may not be abolished or limited by the articles of incorporation or bylaws.
(6) This section does not affect:
(a) the right of a director or member to inspect records under Section 16-6a-710;
(b) the right of a member to inspect records to the same extent as any other litigant if the member is in litigation with the nonprofit corporation; or
(c) the power of a court, independent of this chapter, to compel the production of corporate records for examination.
(7) A director or member may not use any information obtained through the inspection or copying of records permitted by Subsection (2) for any purposes other than those set forth in a demand made under Subsection (3).
Amended by Chapter 503, 2023 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 16 - Records, Information, and Reports › Section 1603 - Scope of inspection right.

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 Section 16-6a-1602 includes, if reasonable, the right to receive copies made by photographic, xerographic, electronic, or other means.
(3) Except as provided in Section 16-6a-1606, the nonprofit corporation may impose a reasonable charge covering the costs of labor and material for copies of any documents provided to the director or member. The charge may not exceed the estimated cost of production and reproduction of the records.
(4) The nonprofit corporation may comply with a director's or member's demand to inspect the record of members under Subsection 16-6a-1601(3) by furnishing to the director or member a list of directors or members that:
(a) complies with Subsection 16-6a-1601(3); and
(b) is compiled no earlier than the date of the director's or member's demand.
Amended by Chapter 218, 2010 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 16 - Records, Information, and Reports › Section 1604 - Court-ordered inspection of corporate records.

Superseded 7/1/2024
16-6a-1604.
Court-ordered inspection of corporate records.
(1)
(a) A director or member may petition the applicable court if:
(i) a nonprofit corporation refuses to allow a director or member, or the director's or member's agent or attorney, to inspect or copy any records that the director or member is entitled to inspect or copy under Subsection 16-6a-1602(1); and
(ii) the director or member complies with Subsection 16-6a-1602(1).
(b) If petitioned under Subsection (1)(a), the court may summarily order the inspection or copying of the records demanded at the nonprofit corporation's expense on an expedited basis.
(2)
(a) A director or member may petition the applicable court if:
(i) a nonprofit corporation refuses to allow a director or member, or the director's or member's agent or attorney, to inspect or copy any records that the director or member is entitled to inspect or copy pursuant to Subsections 16-6a-1602(2) and (3) within a reasonable time following the director's or member's demand; and
(ii) the director or member complies with Subsections 16-6a-1602(2) and (3).
(b) If the court is petitioned under Subsection (2)(a), the court may summarily order the inspection or copying of the records demanded.
(3) If a court orders inspection or copying of the records demanded under Subsection (1) or (2), unless the nonprofit corporation proves that it refused inspection or copying in good faith because it had a reasonable basis for doubt about the right of the director or member, or the director's or member's agent or attorney, to inspect or copy the records demanded:
(a) the court shall also order the nonprofit corporation to pay the director's or member's costs, including reasonable counsel fees, incurred to obtain the order;
(b) the court may order the nonprofit corporation to pay the director or member for any damages the member incurred;
(c) if inspection or copying is ordered pursuant to Subsection (2), the court may order the nonprofit corporation to pay the director's or member's inspection and copying expenses; and
(d) the court may grant the director or member any other remedy provided by law.
(4) If a court orders inspection or copying of records demanded, it may impose reasonable restrictions on the use or distribution of the records by the demanding director or member.
(5) For purposes of this section, the applicable court is:
(a) the district court of the county in this state where the nonprofit corporation's principal office is located; or
(b) if the nonprofit corporation has no principal office in this state, the district court in and for Salt Lake County.
Amended by Chapter 364, 2008 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 16 - Records, Information, and Reports › Section 1604 - Court-ordered inspection of corporate records.

Effective 7/1/2024
16-6a-1604.
Court-ordered inspection of corporate records.
(1)
(a) A director or member may bring a petition in a court with jurisdiction under Title 78A, Judiciary and Judicial Administration, against a nonprofit corporation if:
(i) the nonprofit corporation refuses to allow a director or member, or the director's or member's agent or attorney, to inspect or copy any records that the director or member is entitled to inspect or copy under Subsection 16-6a-1602(1); and
(ii) the director or member complies with Subsection 16-6a-1602(1).
(b) If a petition is filed under Subsection (1)(a), the court may summarily order the inspection or copying of the records demanded at the nonprofit corporation's expense on an expedited basis.
(2)
(a) A director or member may bring a petition in a court with jurisdiction under Title 78A, Judiciary and Judicial Administration, against a nonprofit corporation if:
(i) the nonprofit corporation refuses to allow a director or member, or the director's or member's agent or attorney, to inspect or copy any records that the director or member is entitled to inspect or copy pursuant to Subsections 16-6a-1602(2) and (3) within a reasonable time following the director's or member's demand; and
(ii) the director or member complies with Subsections 16-6a-1602(2) and (3).
(b) If a petition is brought under Subsection (2)(a), the court may summarily order the inspection or copying of the records demanded.
(3) If a court orders inspection or copying of the records demanded under Subsection (1) or (2), unless the nonprofit corporation proves that the nonprofit corporation refused inspection or copying in good faith because the nonprofit corporation had a reasonable basis for doubt about the right of the director or member, or the director's or member's agent or attorney, to inspect or copy the records demanded:
(a) the court shall also order the nonprofit corporation to pay the director's or member's costs, including reasonable counsel fees, incurred to obtain the order;
(b) the court may order the nonprofit corporation to pay the director or member for any damages the member incurred;
(c) if inspection or copying is ordered pursuant to Subsection (2), the court may order the nonprofit corporation to pay the director's or member's inspection and copying expenses; and
(d) the court may grant the director or member any other remedy provided by law.
(4) If a court orders inspection or copying of records demanded, the court may impose reasonable restrictions on the use or distribution of the records by the demanding director or member.
Amended by Chapter 401, 2023 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 16 - Records, Information, and Reports › Section 1605 - Limitations on use of membership list.

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 generality of Subsection (1), without the consent of the board of directors, a membership list or any part of a membership list may not be:
(a) used to solicit money or property unless the money or property will be used solely to solicit the votes of the members in an election to be held by the nonprofit corporation;
(b) used for any commercial purpose; or
(c) sold to or purchased by any person.
Enacted by Chapter 300, 2000 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 16 - Records, Information, and Reports › Section 1606 - Financial statements.

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 results of the operations of the nonprofit corporation:
(1) the nonprofit corporation's most recent annual financial statements, if any; and
(2) the nonprofit corporation's most recently published financial statements, if any.
Amended by Chapter 197, 2002 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 16 - Records, Information, and Reports › Section 1607 - Annual report for division.

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:
(a)
(i) the corporate name of the domestic or foreign nonprofit corporation; and
(ii) any assumed corporate name of the foreign nonprofit corporation;
(b) the jurisdiction under whose law it is incorporated;
(c) the information required by Subsection 16-17-203(1);
(d) the street address of its principal office, wherever located; and
(e) the names and addresses of its directors and principal officers.
(2) The division shall deliver a copy of the prescribed form of annual report to each domestic nonprofit corporation and each foreign nonprofit corporation authorized to conduct affairs in this state.
(3) Information in the annual report shall be current as of the date the annual report is executed on behalf of the nonprofit corporation.
(4)
(a) The annual report of a domestic or foreign nonprofit corporation shall be delivered annually to the division no later than 60 days past the date the report was mailed by the division.
(b) Proof to the satisfaction of the division that the nonprofit corporation has mailed an annual report form is considered in compliance with this Subsection (4).
(5)
(a) If an annual report contains the information required by this section, the division shall file it.
(b) If an annual report does not contain the information required by this section, the division shall promptly notify the reporting domestic or foreign nonprofit corporation in writing and return the annual report to it for correction.
(c) If an annual report that is rejected under Subsection (5)(b) was otherwise timely filed and is corrected to contain the information required by this section and delivered to the division within 30 days after the effective date of the notice of rejection, the annual report is considered to be timely filed.
(6) The fact that an individual's name is signed on an annual report form is prima facie evidence for division purposes that the individual is authorized to certify the report on behalf of the nonprofit corporation.
(7) The annual report form provided by the division may be designed to provide a simplified certification by the nonprofit corporation if no changes have been made in the required information from the last preceding report filed.
(8) A domestic or foreign nonprofit corporation may, but may not be required to, deliver to the division for filing an amendment to its annual report reflecting any change in the information contained in its annual report as last amended.
Amended by Chapter 364, 2008 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 16 - Records, Information, and Reports › Section 1608 - Statement of person named as director or officer.

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 the division for filing a statement setting forth:
(1) that person's name;
(2) the domestic or foreign nonprofit corporation's name;
(3) information sufficient to identify the report or other document in which the person is named as a director or officer; and
(4)
(a) the date on which the person ceased to be a director or officer of the domestic or foreign nonprofit corporation; or
(b) a statement that the person did not hold the position for which the person was named in the corporate report or other document.
Enacted by Chapter 300, 2000 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 16 - Records, Information, and Reports › Section 1610 - Scope of a member's right to inspect or receive copies.

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 only to a voting member of the nonprofit corporation.
Enacted by Chapter 197, 2002 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 17 - Transitional Provisions and Scope of Chapter › Section 1701 - Application to existing domestic nonprofit corporations -- Reports of domestic and foreign nonprofit corporation.

Effective 5/12/2015
16-6a-1701.
Application to existing domestic nonprofit corporations -- Reports of domestic and foreign nonprofit corporation.
(1) Except as otherwise provided in Section 16-6a-1704, this chapter applies to domestic nonprofit corporations as follows:
(a) domestic nonprofit corporations in existence on April 30, 2001, that were incorporated under any general statute of this state providing for incorporation of nonprofit corporations, including all nonprofit corporations organized under any former provisions of Title 16, Chapter 6;
(b) mutual irrigation, canal, ditch, reservoir, and water companies and water users' associations organized and existing under the laws of this state on April 30, 2001;
(c) corporations organized under the provisions of Title 16, Chapter 7, Corporations Sole, for purposes of applying all provisions relating to merger or consolidation; and
(d) to actions taken by the directors, officers, and members of the entities described in Subsections (1)(a), (b), and (c) after April 30, 2001.
(2) Domestic nonprofit corporations to which this chapter applies, that are organized and existing under the laws of this state on April 30, 2001:
(a) shall continue in existence with all the rights and privileges applicable to nonprofit corporations organized under this chapter; and
(b) from April 30, 2001, shall have all the rights and privileges and shall be subject to all the remedies, restrictions, liabilities, and duties prescribed in this chapter except as otherwise specifically provided in this chapter.
(3) Every existing domestic nonprofit corporation and foreign nonprofit corporation qualified to conduct affairs in this state on April 30, 2001, shall file an annual report with the division setting forth the information prescribed by Section 16-6a-1607. The annual report shall be filed at such time as would have been required had this chapter not taken effect and shall be filed annually thereafter as required in Section 16-6a-1607.
Amended by Chapter 258, 2015 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 17 - Transitional Provisions and Scope of Chapter › Section 1702 - Application to foreign nonprofit corporations.

Effective 5/13/2014
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 chapter.
(2) A foreign nonprofit corporation that is qualified to do business in this state under the provisions of Chapter 8, which provisions were repealed by Laws of Utah 1961, Chapter 28, shall be authorized to transact business in this state subject to all of the limitations, restrictions, liabilities, and duties prescribed in this chapter.
(3) This chapter shall apply to all foreign nonprofit corporations sole qualified to do business in this state with respect to mergers and consolidations.
Amended by Chapter 189, 2014 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 17 - Transitional Provisions and Scope of Chapter › Section 1703 - Nonapplicability of chapter.

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 Cooperative Associations.
Enacted by Chapter 300, 2000 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 17 - Transitional Provisions and Scope of Chapter › Section 1704 - Saving provisions.

16-6a-1704.
Saving provisions.
(1)
(a) Except as provided in Subsection (2), the repeal of any statute by this act does not affect:
(i) the operation of the statute or any action taken under it before its repeal;
(ii) any ratification, right, remedy, privilege, obligation, or liability acquired, accrued, or incurred under the statute before its repeal;
(iii) any violation of the statute, or any penalty, forfeiture, or punishment incurred because of the violation of the statute before its repeal; or
(iv) any proceeding, reorganization, or dissolution commenced under the statute before its repeal.
(b) A proceeding, reorganization, or dissolution described in Subsection (1)(a)(iv) may be completed in accordance with the repealed statute as if the statute had not been repealed.
(2) If a penalty or punishment imposed for violation of a statute repealed by this act is reduced by this act, the penalty or punishment if not already imposed shall be imposed in accordance with this act.
(3) Section 16-6a-707 does not operate to permit a nonprofit corporation in existence prior to April 30, 2001, to take action by the written consent of fewer than all of the members entitled to vote with respect to the subject matter of the action, until the date a resolution providing otherwise is approved either:
(a) by a consent in writing:
(i) setting forth the proposed resolution; and
(ii) signed by all of the members entitled to vote with respect to the subject matter of the resolution; or
(b) at a duly convened meeting of members, by the vote of the same percentage of members of each voting group as would be required to include the resolution in an amendment to the nonprofit corporation's articles of incorporation.
(4) Indemnification for an act or omission of a director or officer of a nonprofit corporation if the act or omission occurs prior to April 30, 2001, is governed by Title 16, Chapter 6, Utah Nonprofit Corporation and Co-operative Association Act, in effect as of April 29, 2001.
(5) A nonprofit corporation is not required to amend the nonprofit corporation's articles of incorporation to state whether its members are voting members if:
(a) the nonprofit corporation was:
(i) formed prior to April 30, 2001;
(ii) formed under the laws of this state; and
(iii) existing on April 30, 2001; and
(b) the articles of incorporation of the nonprofit corporation states on April 30, 2001, that the nonprofit corporation has members.
Amended by Chapter 13, 2001 Special Session 1
Amended by Chapter 13, 2001 Special Session 1
2023 Utah Code › Title 16 - Corporations › Chapter 6a - Utah Revised Nonprofit Corporation Act › Part 17 - Transitional Provisions and Scope of Chapter › Section 1705 - Severability clause.

16-6a-1705.
Severability clause.
If any provision of this act, or the application of any provision to any person or circumstance, is held invalid, the remainder of this act is given effect without the invalid provision or application.
Enacted by Chapter 127, 2001 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 7 - Corporations Sole › Section 2 - Articles of incorporation -- Execution -- Filing.

16-7-2.
Articles of incorporation -- Execution -- Filing.
Any person who is the archbishop, bishop, president, trustee in trust, president of stake, president of congregation, overseer, presiding elder, or clergyman of any church or religious society who has been duly chosen, elected, or appointed in conformity with the constitution, canons, rites, regulations, or discipline of such church or religious society, and in whom is vested the legal title to its property, may make and subscribe articles of incorporation, acknowledge the same before some officer authorized to take acknowledgments, and file the original articles with the Division of Corporations and Commercial Code; he shall retain a copy of these articles in his possession.
Amended by Chapter 178, 1985 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 7 - Corporations Sole › Section 3 - Contents of articles of incorporation.

16-7-3.
Contents of articles of incorporation.
The articles of incorporation shall specify:
(1) The name of the corporation by which it shall be known.
(2) The object of the corporation.
(3) The estimated value of the property at the time of the making of articles of incorporation.
(4) The title of the person making such articles.
No Change Since 1953
2023 Utah Code › Title 16 - Corporations › Chapter 7 - Corporations Sole › Section 5 - Amendments of articles of incorporation.

16-7-5.
Amendments of articles of incorporation.
(1) A corporation sole formed under this chapter may alter or amend its articles of incorporation.
(2) An amendment described in Subsection (1) shall:
(a) be made by the corporation sole;
(b) be executed by:
(i) the person who executed the original articles of incorporation; or
(ii) the successor in office to the person described in Subsection (2)(b)(i);
(c) specify the name, title, and street address of the person described in Subsection (2)(b); and
(d) be filed in the same manner as is provided for the filing of the original articles.
(3) A corporation sole altering or amending its articles of incorporation after May 3, 2004, shall comply with Subsection 16-7-15(1).
Amended by Chapter 16, 2004 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 7 - Corporations Sole › Section 6 - Powers of corporations sole.

16-7-6.
Powers of corporations sole.
Upon making and filing articles of incorporation as herein provided the person subscribing the same and his successor in office, by the name or title specified in the articles, shall thereafter be deemed and is hereby created a body politic and a corporation sole, with perpetual succession, and shall have power:
(1) To acquire and possess, by donation, gift, bequest, devise or purchase, and to hold and maintain, property, real, personal and mixed; and to grant, sell, convey, rent or otherwise dispose of the same as may be necessary to carry on or promote the objects of the corporation.
(2) To borrow money and to give written obligations therefor, and to secure the payment thereof by mortgage or other lien upon real or personal property, when necessary to promote such objects.
(3) To contract and be contracted with.
(4) To sue and be sued.
(5) To plead and be impleaded in all courts of justice.
(6) To have and use a common seal by which all deeds and acts of such corporation may be authenticated.
No Change Since 1953
2023 Utah Code › Title 16 - Corporations › Chapter 7 - Corporations Sole › Section 7 - Right to act without authorization from members -- Sale of property.

16-7-7.
Right to act without authorization from members -- Sale of property.
Any corporation sole created under this chapter, and any such archbishop, bishop, president, trustee in trust, president of stake, president of congregation, overseer, presiding elder or clergyman of the state of Utah, who holds the title to trust property for the use and benefit of any church or religious society and who is not so incorporated, unless the articles of incorporation or deed under which such corporation or individual trustee holds such property provides otherwise, shall have power without any authority or authorization from the members of such church or religious society to mortgage, exchange, sell and convey the same; and any such corporation sole, or individual trustee residing within this state may hold title to property, real or personal, which is situated in any other state or jurisdiction; which holding shall be subject to the same conditions, limitations, powers and rights and with the same trusts, duties and obligations in regard to the property that like property is held for such purposes in this state.
No Change Since 1953
2023 Utah Code › Title 16 - Corporations › Chapter 7 - Corporations Sole › Section 8 - Execution of corporate instruments -- Authority of agents -- Revocation of authority.

16-7-8.
Execution of corporate instruments -- Authority of agents -- Revocation of authority.
(1) All deeds and other instruments of writing shall be:
(a) made in the name of the corporation;
(b) signed by:
(i) the person representing the corporation in the official capacity designated in the articles of incorporation; or
(ii) a duly authorized agent or agents designated and named in a certificate filed by the corporation with the Division of Corporations and Commercial Code.
(2) The authority of an agent or agents designated pursuant to Subsection (1)(b)(ii) shall continue until revoked, notwithstanding the subsequent death, resignation, removal, incapacity, or incompetency of:
(a) the person who executed the original articles of incorporation; or
(b) the successor in office to the person described in Subsection (2)(a).
(3) A corporation sole designating an agent or agents to sign deeds and instruments of writing by certificate may revoke such authority by filing a notice of revocation of authority with the Division of Corporations and Commercial Code.
Amended by Chapter 16, 2004 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 7 - Corporations Sole › Section 9 - Succession in event of death, resignation, or removal of incumbent.

16-7-9.
Succession in event of death, resignation, or removal of incumbent.
(1) In the event of the death or resignation of any such archbishop, bishop, president, trustee in trust, president of stake, president of congregation, overseer, presiding elder or clergyman, being at the time a corporation sole, or of his removal from office by the person or body having authority to remove him, his successor in office, as such corporation sole, shall be vested with the title to any and all property held by his predecessor as such corporation sole, with like power and authority over the same and subject to all the legal liabilities and obligations with reference thereto.
(2) A successor described in Subsection (1) shall file with the Division of Corporations and Commercial Code a certified copy or other adequate written proof of the successor's commission, certificate, or letter of election or appointment.
Amended by Chapter 16, 2004 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 7 - Corporations Sole › Section 10 - Death of bishop, trustee, not incorporated -- Succession to property.

16-7-10.
Death of bishop, trustee, not incorporated -- Succession to property.
In case of the death, resignation or removal of any such archbishop, bishop, president, trustee in trust, president of stake, president of congregation, overseer, presiding elder or clergyman who at the time of his death, resignation or removal was holding the title to trust property for the use or benefit of any church or religious society, and was not incorporated as a corporation sole, the title to any and all such property held by him, of every nature and kind, does not revert to the grantor nor vest in the heirs of such deceased person, but shall be deemed to be in abeyance after such death, resignation or removal until his successor is duly appointed to fill such vacancy, and upon the appointment of such successor the title to all the property held by his predecessor shall at once, without any other act or deed, vest in the person appointed to fill such vacancy.
Amended by Chapter 378, 2010 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 7 - Corporations Sole › Section 11 - Fees for filing documents and issuing certificates.

16-7-11.
Fees for filing documents and issuing certificates.
The division shall charge and collect a fee determined by it pursuant to Section 63J-1-504 for:
(1) filing articles of incorporation of a corporation sole and issuing a certificate of incorporation;
(2) filing articles of amendment and issuing a certificate of amendment;
(3) issuing each additional certificate of incorporation or amendment;
(4) filing a certificate of authorized agent and issuing the agent's certificate;
(5) filing a revocation of authority;
(6) furnishing a certified copy of any document, instrument, or paper relating to a corporation sole and affixing its seal;
(7) issuing a certificate of dissolution; and
(8) issuing a certificate of merger or consolidation.
Amended by Chapter 183, 2009 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 7 - Corporations Sole › Section 12 - Dissolution of corporation sole.

16-7-12.
Dissolution of corporation sole.
(1) A corporation sole may be dissolved and its affairs wound up voluntarily by filing with the Division of Corporations and Commercial Code articles of dissolution, fully executed and signed under penalty of perjury, by the chief officer of the corporation. If any corporation sole ceases to have assets, has failed to function, or desires to terminate its existence, the articles of dissolution may be filed by any officer of the corporation authorized to administer the affairs and property of the corporation.
(2) An original and a copy of the articles of dissolution shall be submitted to the Division of Corporations and Commercial Code. If it conforms to law, the division shall file it and issue a certificate of dissolution. After the issuance of this certificate, the corporation shall cease to carry on business, except for the purpose of adjusting and winding up its affairs.
(3) The articles of dissolution shall set forth:
(a) the name of the corporation;
(b) the reason for its dissolution or winding up;
(c) that dissolution of the corporation has been duly authorized by the organization governed by the corporation sole;
(d) the names and addresses of the persons who are to supervise the winding up of the affairs of the corporation;
(e) that all debts, obligations, and liabilities of the corporation sole have been paid and discharged or that adequate provision has been made therefor;
(f) that all the remaining property and assets of the corporation sole have been transferred, conveyed, or distributed in accordance with the purposes of Section 16-7-1; and
(g) that there are no suits pending against the corporation sole in any court, or that adequate provision has been made for the satisfaction of any judgment, order, or decree which may be entered against it in any pending suit.
(4) The Division of Corporations and Commercial Code may administratively dissolve a corporation sole that does not comply with Subsection 16-7-15(1) in accordance with the relevant procedures for administrative dissolution of a nonprofit corporation under Sections 16-6a-1411, 16-6a-1412, and 16-6a-1413.
Amended by Chapter 16, 2004 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 7 - Corporations Sole › Section 13 - Merger and consolidation.

16-7-13.
Merger and consolidation.
(1) As long as the surviving corporation qualifies for tax exempt status under Internal Revenue Code Section 501(c)(3), any corporation organized under this chapter may merge with one or more domestic or foreign corporations organized or authorized to do business in this state under this title, or with one or more nonprofit domestic or foreign corporations organized or authorized to do business in this state under this title.
(2)
(a) Articles of merger or consolidation shall be adopted by the appropriate incorporator or the successor to an incorporator as described in Section 16-7-2. If there is no such incorporator or successor, the articles shall be signed by the officer or official authorized to administer the affairs and property of the corporation according to the practices and procedures of the church, denomination, or religious society.
(b) The articles of merger or consolidation shall be adopted by any merging or consolidating corporation organized under Title 16, Chapter 6a, Utah Revised Nonprofit Corporation Act, as provided in Sections 16-6a-1101 and 16-6a-1102.
(3) The effect of a merger or consolidation under this section is the same as provided in Section 16-6a-1104.
Amended by Chapter 300, 2000 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 7 - Corporations Sole › Section 14 - Restatement of articles of incorporation.

16-7-14.
Restatement of articles of incorporation.
(1) A corporation sole organized under this chapter may restate its articles of incorporation in the same manner allowed nonprofit corporations under Section 16-6a-1006.
(2)
(a) The restated articles shall be adopted on behalf of the corporation by the appropriate incorporator or the successor to an incorporator as described in Section 16-7-2.
(b) If there is no such incorporator or successor, the articles shall be signed by the officer or official authorized to administer the affairs and property of the corporation according to the practices and procedures of the church, denomination, or religious society.
(c) The restated articles described in this section shall specify the name, title, and street address of the person executing the restated articles.
(3) This chapter does not require the restated articles described in this section to specify a value of the property of the corporation sole.
(4) A corporation sole restating its articles of incorporation after May 3, 2004, shall comply with Subsection 16-7-15(1).
Amended by Chapter 16, 2004 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 7 - Corporations Sole › Section 15 - Official representative -- Registered office -- Registered agent.

16-7-15.
Official representative -- Registered office -- Registered agent.
(1)
(a) A corporation sole altering, amending, or restating its articles of incorporation on or after May 3, 2004 shall continuously maintain with the Division of Corporations and Commercial Code the name, title, and Utah street address of an official representative for the corporation sole.
(b) The official representative described in Subsection (1)(a) shall, on behalf of the corporation sole, receive communication, notices, or demands from:
(i) the Division of Corporations and Commercial Code; or
(ii) any other state or federal authority, agency, or official.
(c) If a corporation sole appoints a registered agent pursuant to Subsection (2), that registered agent is the official representative of the corporation sole for purposes of this Subsection (1).
(2)
(a) A corporation sole formed under this chapter may maintain a registered office and registered agent in Utah by complying with Title 16, Chapter 17, Model Registered Agents Act.
(b) A corporation sole maintaining registered agent may change the registered agent by complying with the requirements of Title 16, Chapter 17, Model Registered Agents Act.
(c) A registered agent of a corporation sole may resign by complying with the requirements imposed on a registered agent under Title 16, Chapter 17, Model Registered Agents Act.
(d) A registered agent described in this Subsection (2) is the agent of the corporation sole for service of:
(i) process;
(ii) notice;
(iii) demand; or
(iv) any type required or permitted by law to be served on the corporation sole.
Amended by Chapter 364, 2008 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 7 - Corporations Sole › Section 16 - Prohibition on formation of corporation sole after May 3, 2004.

16-7-16.
Prohibition on formation of corporation sole after May 3, 2004.
Notwithstanding any other provision of this chapter, a corporation sole may not be formed or incorporated under this chapter after May 3, 2004.
Enacted by Chapter 16, 2004 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 10a - Utah Revised Business Corporation Act › Part 1 - General Provisions › Section 121 - Forms.

16-10a-121.
Forms.
(1) The division may prescribe, and if so prescribed shall furnish on request, forms or cover sheets for documents required or permitted to be filed by this chapter as the division may determine to be appropriate.
(2) However:
(a) the use of any forms or cover sheets is not mandatory unless the division specifically requires their use; and
(b) no requirement that a form or cover sheet be used precludes in any way the inclusion in any document of any item which is not prohibited to be included by this chapter, nor does it require the inclusion with the filed document of any item which is not otherwise required by this chapter.
Enacted by Chapter 277, 1992 General Session