Nonprofit Corporation Voluntary Dissolution Filing Requirements in Utah

At a glance

Requirements one by one

Authorization depends on whether there are members

The Division of Corporations and Commercial Code is identified in § 16-6a-102(20). Under § 16-6a-1401, a nonprofit with no members may authorize dissolution by a majority of its directors or, if it has no directors, a majority of incorporators. They must adopt a plan identifying who receives assets after creditors are paid. For a corporation with members, § 16-6a-1402 requires the board to adopt a proposal and ordinarily recommend it. Conflict or special circumstances may justify no recommendation only when the board explains its basis. The board and members may condition effectiveness, and the plan again identifies recipients after creditors.

Every voting group entitled to vote must approve under § 16-6a-714 and § 16-6a-715 unless a higher threshold applies. The default is votes in favor exceeding votes against at a quorum. Utah Code § 16-6a-704 requires fair and reasonable notice consistent with bylaws; its 10-day and mail periods are safe harbors, and the dissolution notice must state the purpose and include the proposal or a summary. Member action may also use the written-consent route under § 16-6a-707 or ballot route under § 16-6a-709. Utah Code § 16-6a-801 permits an articles-based assignment of board powers. Board meeting action follows § 16-6a-816, while § 16-6a-813 provides written-action routes. Utah Code § 16-6a-716 protects greater member quorum or vote requirements.

Articles, signer, cost, and effect

Utah Code § 16-6a-1403 permits articles of dissolution after authorization. They state the nonprofit's name, principal-office or alternate service address, authorization date, and director/incorporator or separate voting-group approval facts. Dissolution occurs when the articles become effective. Under § 16-1a-202, an authorized individual or someone acting on that person's behalf signs and states name and capacity. Utah Code § 16-1a-208 also permits an agent to sign a record and makes an individual's signature an affirmation of material truth under penalty of perjury.

Under § 16-1a-204, the filing takes effect when the Division files it, or at a specified later date/time no more than 90 days later. A date-only delay starts at 12:01 a.m. The published FY2026 schedule lists voluntary dissolution at No Charge. A delayed filing may be withdrawn before effectiveness under § 16-1a-205, using the prescribed statement of withdrawal.

Winding up and revocation

Utah Code § 16-6a-1405 keeps the dissolved nonprofit in existence for winding up only. It may collect assets, discharge or make provision for liabilities, return property held on a dissolution-triggered condition, and transfer other assets subject to legal, contractual, article and bylaw limits. Dissolution does not itself transfer title or end a pending proceeding.

Under current § 16-6a-1404, the nonprofit may revoke dissolution within 120 days after its effective date. It ordinarily uses the same approval as dissolution unless the original member authorization allowed the board to revoke alone. It files articles of revocation with a copy of the dissolution articles. The Division's FY2026 schedule lists a $54 revocation fee. Effective revocation relates back and permits corporate activities again.

The amended § 16-6a-1404(4)(a) says revocation is effective under § 16-1a-205, which describes withdrawal of a filing before it takes effect. Subsection (4)(b) expressly bars a delayed effective date under § 16-1a-204. Those words create uncertainty about the exact effective-time mechanism for a revocation filed after dissolution; confirm the accepted filing and timing with the Division.

Statutes and sources

• Current Utah Code, Title 16 Chapter 6a
• 2026 Utah S.B. 40 enrolled act, current common filing provisions
• Utah Division FY2026 fee schedule