Nonprofit Corporation Administrative Dissolution and Reinstatement in Utah
At a glance
| Entity and agency | Ordinary domestic nonprofit corporation under Chapter 6a is a covered domestic filing entity; Utah Division of Corporations and Commercial Code administers common §§ 16-1a-602 to -605 (2026 S.B. 40). |
|---|---|
| Report, fee, or tax failure | Division may initiate dissolution after a Division-required fee, tax, interest, or penalty remains unpaid six months after demand, or an annual report remains undelivered 60 days after due (§ 16-1a-602(1)–(2)); shared § 16-1a-212 requires a report each calendar year. |
| Agent and other grounds | Failure to maintain a Utah registered agent for 60 consecutive calendar days is the other listed ground; the former separate change-notice and fixed-duration grounds are absent from the replacement list (§ 16-1a-602(3)). |
| Notice and cure | If a listed condition exists, Division serves the nonprofit with a determination; it has up to 60 days after service to cure every condition or demonstrate that none exists (§ 16-1a-603(1)–(2)). |
| When status changes | After uncured 60-day service period, Division signs a statement of administrative dissolution stating each condition and its effective date; this replaces the former five-day-after-mailing rule (§ 16-1a-603(3)). |
| Powers afterward | Corporate existence continues but activities are limited to winding up/liquidation or seeking reinstatement. Current nonprofit § 16-6a-1405(1) includes collecting assets, meeting liabilities and conditional-property returns. Administrative dissolution does not terminate agent authority (§§ 16-1a-603(4)–(5), 16-6a-1405(1)). |
| Reinstatement window | A nonprofit administratively dissolved under § 16-1a-603 may apply at any time if its name is available; name and DBA are retained five years, which is not an application cutoff (§ 16-1a-604(1)–(3)). |
| Filings, payments, and name | Application gives old and compliant new name if needed, principal office, agent, dissolution date, cure and Division-payment statements, paid/current-plan State Tax Commission status, FEIN, and Division-required information. Division requests tax certification and, if conditions hold, files/serves reinstatement statement (§§ 16-1a-404, -604(1), (4)–(6)). |
| Effect and review | Reinstatement relates back and permits activities as if dissolution never occurred, but preserves rights acquired in reliance on dissolution before knowledge/notice of reinstatement. A denial notice gives reasons; judicial review is available within 30 days after service (§§ 16-1a-604(7), -605). |
Requirements one by one
Agency and grounds
Utah’s Division of Corporations and Commercial Code administers the current common entity rules (§ 13-1a-101(2)). A domestic nonprofit corporation is expressly within the reinstatement conditions in § 16-1a-604(5)(c). Under § 16-1a-602, the Division may begin administrative dissolution when a Division-required fee, tax, interest, or penalty remains unpaid six months after the Division requires it; an annual report remains undelivered 60 days after it is due; or the nonprofit lacks a Utah registered agent for 60 consecutive calendar days. Utah Code § 16-1a-212 requires an annual report each calendar year. The former nonprofit-specific report, agent-change notice, and stated-duration grounds were repealed in the October 1, 2026 recodification.
Served determination and dissolution statement
Under § 16-1a-603(1)–(2), when the Division determines that a listed condition exists, it must serve the nonprofit with a determination. The nonprofit has up to 60 days after service to cure each stated condition or demonstrate that it does not exist. If it does neither, the Division signs a statement of administrative dissolution listing the conditions and effective date. The old five-day-after-mailing effective-time rule no longer governs this procedure.
Section 16-1a-603(4)–(5) keeps the nonprofit in existence as the same type of entity but confines activities to winding up and liquidation or applying for reinstatement. The administrative dissolution does not end the registered agent’s authority. Current § 16-6a-1405(1) describes the nonprofit winding-up work, including collecting assets, returning property held on a dissolution-triggered condition, transferring assets as the articles or bylaws authorize, and discharging liabilities.
Reinstatement application and tax check
Section 16-1a-604(1) permits application at any time after administrative dissolution if the name is available. Subsection (2) also addresses specified dissolutions from May 1, 2019 through April 30, 2024, using the same application requirements. The five-year name and DBA retention under subsection (3) is a name hold, not an outside reinstatement deadline.
The application states the name at dissolution and, if needed, a different name satisfying the current name statute; principal-office address; registered-agent name and address; dissolution date; payment of Division fees and penalties; paid State Tax Commission amounts or a current payment plan; cure or absence of the grounds; FEIN; and any Division-required additional information (§ 16-1a-604(1)). Utah Code § 16-1a-404 treats designation of an agent as the entity’s affirmation of the agent’s consent. The application provision no longer calls for a separate written-consent attachment.
The Division gives the FEIN to the State Tax Commission and requests good-standing certification (§ 16-1a-604(4)). If it confirms a correct application, required Division payments, covered nonprofit status, and Commission certification, it must cancel the dissolution, file a statement of reinstatement, and serve a copy (§ 16-1a-604(5)–(6)).
Effect and denial review
Effective reinstatement relates back to the administrative-dissolution date, and the nonprofit may resume activities as if dissolution had not happened (§ 16-1a-604(7)). That section preserves a person’s rights arising from an act or omission in reliance on dissolution before the person knew or had notice of reinstatement. If the Division denies an otherwise compliant application, § 16-1a-605 requires a notice explaining why and allows judicial review within 30 days after service of that notice.
What trips people up
- The periods run in sequence. A six-month charge, 60-day report, or 60-day agent ground comes before the separate 60-day period after the Division serves its determination.
- Reinstatement is available beyond the five-year name hold. The name must still be available and the other application conditions satisfied.
- Corporate status is separate from charitable registration and tax exemption. This procedure restores state corporate status under the entity act.
Statutes and sources
- 2026 Utah S.B. 40 enrolled act, current Title 16 Chapter 1a
- Current Utah Code, nonprofit winding-up § 16-6a-1405
Source links
Every statute quoted above, linked, with the date we checked it.
What does Utah law mean for your facts?
You just read the general rule. Ask your own question and see which parts of current Utah law apply to your situation, with citations you can check.
Opens in Ezel Pro.
- Starts from the statutes this survey is built on
- Cites every source it relies on, so you can verify it
- Chat, drafting and research in one workspace