§ 16-6a-1513 — Withdrawal of foreign nonprofit corporation.

(1) A foreign nonprofit corporation authorized to conduct affairs in this state may not withdraw from this state until the foreign nonprofit corporation's application for withdrawal has been filed by the division.
(2) A foreign nonprofit corporation authorized to conduct affairs in this state may apply for withdrawal by delivering to the division for filing an application for withdrawal that states:

(2)(a) the foreign nonprofit corporation's corporate name and assumed name, if any;
(2)(b) the name of the state or country under whose law the foreign nonprofit corporation is incorporated;
(2)(c) (2)(c)(i) (2)(c)(i)(A) the address of the foreign nonprofit corporation's principal office; or
(2)(c)(i)(B) if a principal office is not to be maintained, a statement that the foreign nonprofit corporation will not maintain a principal office; and
(2)(c)(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-1514;
(2)(d) that the foreign nonprofit corporation is not conducting affairs in this state;
(2)(e) that the foreign nonprofit corporation surrenders the foreign nonprofit corporation's authority to conduct affairs in this state;
(2)(f) whether the foreign nonprofit corporation's registered agent will continue to be authorized to accept service on the foreign nonprofit corporation's behalf in any proceeding based on a cause of action arising during the time the foreign nonprofit corporation was authorized to conduct affairs in this state;
(2)(g) the federal employer identification number of the foreign nonprofit corporation; and
(2)(h) any additional information that the division determines is necessary or appropriate to:
(2)(h)(i) determine whether the foreign nonprofit corporation is entitled to withdraw; and
(2)(h)(ii) determine and assess any unpaid taxes, fees, and penalties payable by the foreign nonprofit corporation as prescribed by this chapter.
(3) (3)(a) After receiving a foreign nonprofit corporation's application for withdrawal, the division shall:
(3)(a)(i) provide the State Tax Commission with the foreign nonprofit corporation's federal employer identification number; and
(3)(a)(ii) request that the State Tax Commission certify that the foreign nonprofit corporation is in good standing.
(3)(b) The State Tax Commission shall certify that a foreign nonprofit corporation is in good standing if the foreign nonprofit corporation has paid all taxes, fees, and penalties the foreign nonprofit corporation owed to the State Tax Commission.
(3)(c) If a foreign nonprofit corporation is not in good standing as described in Subsection (3)(b), the State Tax Commission shall:
(3)(c)(i) notify the division, stating that the foreign nonprofit corporation is not in good standing; and
(3)(c)(ii) notify the foreign nonprofit corporation, explaining in detail why the foreign nonprofit corporation is not in good standing.
(4) (4)(a) The division shall approve a foreign nonprofit corporation's application for withdrawal if:
(4)(a)(i) the division determines that the application for withdrawal contains the information required under Subsection (2);
(4)(a)(ii) the division determines the information in the application is correct; and
(4)(a)(iii) the State Tax Commission certifies that the foreign nonprofit corporation is in good standing as described in Subsection (3)(b).
(4)(b) The division shall mail written notice of the withdrawal stating the effective date of the withdrawal to the foreign nonprofit corporation.

Legislative History

Amended by Chapter 191, 2023 General Session