State of the Nonprofit Regulatory Environment in UTAH
1 Bifurcation of charitable regulatory body
Bifurcated Regulatory Structure
Regulatory Action: REQUIREMENT
YES: A regulation is defined in the state
UT Code § 13-22-1
REGULATORY BODY: Not Specific
STATUTE TEXT:
NOTES: Yes - Utah Code Ann. §§ 13-22-1 to 13-22-23; UT Admin Code R152-22
Registration Office
Regulatory Action: REQUIREMENT
A regulation is NOT defined in the state
BIFURCD-REGIOF-NS
REGULATORY BODY: Not Specific
NOTES: Utah Department of Commerce - Division of Consumer Protection http://consumerprotection.utah.gov/registrations/charities.html
2 Notice, Filing or Review of Transactions
Sale of Assets
Regulatory Action: REQUIREMENT
A regulation is NOT defined in the state
REPORTS-ASSETS-AG
REGULATORY BODY: Attorney General
NOTES: No
REPORTS-ASSETS-OT
REGULATORY BODY: Other
NOTES: No
Mergers
Regulatory Action: REQUIREMENT
A regulation is NOT defined in the state
REPORTS-MERGER-AG
REGULATORY BODY: Attorney General
NOTES: No
UT Code § 16-6a-1103 ;; section-1103
REGULATORY BODY: Other
STATUTE TEXT: 16-6a-1103. Articles of merger. (1) After a plan of merger is approved, pursuant to Section 16-6a-1102, the surviving domestic nonprofit corporation shall deliver to the division for filing articles of merger setting forth: (a) the plan of merger; (b) if shareholder or member approval was not required of any party to the merger: (i) a statement to the effect that approval was not required; and (ii) a statement that the plan of merger was approved by a sufficient vote of the board of directors of each party to the merger; (c) if approval of the shareholders or members of one or more domestic corporation, foreign corporation, domestic nonprofit corporation, or foreign nonprofit corporation party to the merger was required, a statement that the number of votes cast for the plan by each voting group entitled to vote separately on the merger was sufficient for approval by that voting group; and (d) if approval of the plan by some person or persons other than the shareholders, members, or the board of directors is required pursuant to Subsection 16-6a-1102(3), or other applicable law, a statement that the approval was obtained. (2) A merger takes effect upon the effective date stated in the articles of merger, which may not be prior to the date the articles of merger are filed. (3) Articles of merger shall be executed by each party to the merger. Amended by Chapter 228, 2006 General Session
NOTES: File with Div. of Corporations and Commerical Code Utah Code § 16-6a-1103
Certificate of Amendments
Regulatory Action: REQUIREMENT
A regulation is NOT defined in the state
REPORTS-AMMEND-AG
REGULATORY BODY: Attorney General
NOTES: No
UT Code § 16-6a-1005 ;; section-1005
REGULATORY BODY: Other
STATUTE TEXT: 16-6a-1005. Articles of amendment to articles of incorporation. A nonprofit corporation amending its articles of incorporation shall deliver to the division for filing articles of amendment setting forth: (1) the name of the nonprofit corporation; (2) the text of each amendment adopted; (3) the date of each amendment’s adoption; (4) if the amendment was adopted by the board of directors or incorporators without member action, a statement to that effect and that: (a) the nonprofit corporation does not have members; or (b) member action was not required; (5) if the amendment was adopted by the members, a statement that the number of votes cast for the amendment by the members or by each voting group entitled to vote separately on the amendment was sufficient for approval by the members or voting group respectively; and (6) if approval of the amendment by some person or persons other than the members, the board of directors, or the incorporators is required pursuant to Section 16-6a-1013, a statement that the approval was obtained. Enacted by Chapter 300, 2000 General Session
NOTES: Div. of Corp and Comm. Code Utah Code § 16-6a-1005
Does the state require annual financial reporting by charitable organizations in addition to filing a copy of the 990 with the regulator (if filing 990 is required)?
Regulatory Action: REQUIREMENT
YES: A regulation is defined in the state
UT Code § 13-22-15
REGULATORY BODY: Not Specific
STATUTE TEXT:
NOTES: 990 and/or financial report required (determined by regulator): Utah Code § 13-22-15
3 Notice or Action for Dissolutions
Voluntary Dissolutions
Regulatory Action: REQUIREMENT
A regulation is NOT defined in the state
DISSOLV-VOLUNT-AG
REGULATORY BODY: Attorney General
NOTES: No
UT Code § 16-6a-1403 ;; section-1403
REGULATORY BODY: Other
STATUTE TEXT: 16-6a-1403. Articles of dissolution. (1) At any time after dissolution is authorized, the nonprofit corporation may dissolve by delivering to the division for filing articles of dissolution setting forth: (a) the name of the nonprofit corporation; (b) (i) (A) the address of the nonprofit corporation’s principal office; or (B) if a principal office is not to be maintained, a statement that the nonprofit corporation will not maintain a principal office; and (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-1409; (c) the date dissolution was authorized; (d) if dissolution was authorized by the directors or the incorporators pursuant to Section 16-6a-1401, a statement to that effect; (e) if dissolution was approved by the members pursuant to Section 16-6a-1402, a statement that the number of votes cast for the proposal to dissolve by each voting group entitled to vote separately on the proposal was sufficient for approval by that voting group; and (f) any additional information as the division determines is necessary or appropriate. (2) A nonprofit corporation is dissolved upon the effective date of its articles of dissolution. (3) Articles of dissolution need not be filed by a nonprofit corporation that is dissolved pursuant to Section 16-6a-1418. Enacted by Chapter 300, 2000 General Session
NOTES: Div. of Corporations and Commercial Code Utah Code § 16-6a-1403
Judicial Dissolutions
Regulatory Action: REQUIREMENT
YES: A regulation is defined in the state
UT Code § 16-6a-1414 ;; section-1414
REGULATORY BODY: Attorney General
STATUTE TEXT: 16-6a-1414. Grounds for judicial dissolution. (1) A nonprofit corporation may be dissolved in a proceeding by the attorney general or the division director if it is established that: (a) the nonprofit corporation obtained its articles of incorporation through fraud; or (b) the nonprofit corporation has continued to exceed or abuse the authority conferred upon it by law. (2) A nonprofit corporation may be dissolved in a proceeding by a member or director if it is established that: (a) (i) the directors are deadlocked in the management of the corporate affairs; (ii) the members, if any, are unable to break the deadlock; and (iii) irreparable injury to the nonprofit corporation is threatened or being suffered; (b) the directors or those in control of the nonprofit corporation have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent; (c) the members are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have expired or would have expired upon the election of their successors; or (d) the corporate assets are being misapplied or wasted. (3) A nonprofit corporation may be dissolved in a proceeding by a creditor if it is established that: (a) (i) the creditor’s claim has been reduced to judgment; (ii) the execution on the judgment has been returned unsatisfied; and (iii) the nonprofit corporation is insolvent; or (b) (i) the nonprofit corporation is insolvent; and (ii) the nonprofit corporation has admitted in writing that the creditor’s claim is due and owing. (4) (a) If a nonprofit corporation has been dissolved by voluntary or administrative action taken under this part: (i) the nonprofit corporation may bring a proceeding to wind up and liquidate its business and affairs under judicial supervision in accordance with Section 16-6a-1405; and (ii) the attorney general, a director, a member, or a creditor may bring a proceeding to wind up and liquidate the affairs of the nonprofit corporation under judicial supervision in accordance with Section 16-6a-1405, upon establishing the grounds set forth in Subsections (1) through (3). (b) As used in Sections 16-6a-1415 through 16-6a-1417: (i) a “judicial proceeding to dissolve the nonprofit corporation” includes a proceeding brought under this Subsection (4); and (ii) a “decree of dissolution” includes an order of a court entered in a proceeding under this Subsection (4) that directs that the affairs of a nonprofit corporation shall be wound up and liquidated under judicial supervision. Enacted by Chapter 300, 2000 General Session
NOTES: Utah Code § 16-6a-1414
UT Code § 16-6a-1414 ;; section-1414
REGULATORY BODY: Other
STATUTE TEXT: 16-6a-1414. Grounds for judicial dissolution. (1) A nonprofit corporation may be dissolved in a proceeding by the attorney general or the division director if it is established that: (a) the nonprofit corporation obtained its articles of incorporation through fraud; or (b) the nonprofit corporation has continued to exceed or abuse the authority conferred upon it by law. (2) A nonprofit corporation may be dissolved in a proceeding by a member or director if it is established that: (a) (i) the directors are deadlocked in the management of the corporate affairs; (ii) the members, if any, are unable to break the deadlock; and (iii) irreparable injury to the nonprofit corporation is threatened or being suffered; (b) the directors or those in control of the nonprofit corporation have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent; (c) the members are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have expired or would have expired upon the election of their successors; or (d) the corporate assets are being misapplied or wasted. (3) A nonprofit corporation may be dissolved in a proceeding by a creditor if it is established that: (a) (i) the creditor’s claim has been reduced to judgment; (ii) the execution on the judgment has been returned unsatisfied; and (iii) the nonprofit corporation is insolvent; or (b) (i) the nonprofit corporation is insolvent; and (ii) the nonprofit corporation has admitted in writing that the creditor’s claim is due and owing. (4) (a) If a nonprofit corporation has been dissolved by voluntary or administrative action taken under this part: (i) the nonprofit corporation may bring a proceeding to wind up and liquidate its business and affairs under judicial supervision in accordance with Section 16-6a-1405; and (ii) the attorney general, a director, a member, or a creditor may bring a proceeding to wind up and liquidate the affairs of the nonprofit corporation under judicial supervision in accordance with Section 16-6a-1405, upon establishing the grounds set forth in Subsections (1) through (3). (b) As used in Sections 16-6a-1415 through 16-6a-1417: (i) a “judicial proceeding to dissolve the nonprofit corporation” includes a proceeding brought under this Subsection (4); and (ii) a “decree of dissolution” includes an order of a court entered in a proceeding under this Subsection (4) that directs that the affairs of a nonprofit corporation shall be wound up and liquidated under judicial supervision. Enacted by Chapter 300, 2000 General Session
NOTES: Utah Code § 16-6a-1414
Administrative Dissolutions
Regulatory Action: REQUIREMENT
A regulation is NOT defined in the state
DISSOLV-ADMINI-AG
REGULATORY BODY: Attorney General
NOTES: No
UT Code § 16-6a-1410 ;; section-1410
REGULATORY BODY: Other
STATUTE TEXT: 16-6a-1410. Grounds for administrative dissolution. The division may commence a proceeding under Section 16-6a-1411 for administrative dissolution of a nonprofit corporation if: (1) the 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; (2) the nonprofit corporation does not deliver its annual report to the division when it is due; (3) the nonprofit corporation is without a registered agent; or (4) the nonprofit corporation does not give notice to the division that: (a) its registered agent has been changed; (b) its registered agent has resigned; or (c) the nonprofit corporation’s period of duration stated in its articles of incorporation expires. Amended by Chapter 364, 2008 General Session
NOTES: Utah Code § 16-6a-1410
4 Notice, Oversight or Filing of Hospital Conversions
Has Statute
Regulatory Action: REQUIREMENT
A regulation is NOT defined in the state
HOSPCON-STATUT-NS
REGULATORY BODY: Not Specific
NOTES: No
Requires Notice or Oversight
Regulatory Action: REQUIREMENT
A regulation is NOT defined in the state
HOSPCON-OVERSI-AG
REGULATORY BODY: Attorney General
HOSPCON-OVERSI-OT
REGULATORY BODY: Other
Requires Filing
Regulatory Action: REQUIREMENT
A regulation is NOT defined in the state
HOSPCON-FILING-OT
REGULATORY BODY: Other
5 Audits
Requires Audit
Regulatory Action: REQUIREMENT
A regulation is NOT defined in the state
AUDITFI-AUDITS-NS
REGULATORY BODY: Not Specific
NOTES: No
Audit Threshold
Regulatory Action: REQUIREMENT
A regulation is NOT defined in the state
AUDITFI-THRESH-NS
REGULATORY BODY: Not Specific
6 Registration Law
Registration Law
Regulatory Action: EXEMPTION
YES: A regulation is defined in the state
UT Code § 13-22-1
REGULATORY BODY: Not Specific
STATUTE TEXT:
NOTES: Utah Code § 13-22-1 et seq.
7 Exemptions from Registering for Specific Organization Types
Religious Organizations
Regulatory Action: EXEMPTION
YES: A regulation is defined in the state
UT Code § 13-22-8(1)(a)
REGULATORY BODY: Not Specific
STATUTE TEXT:
NOTES: Utah Code § 13-22-8(1)(a)
Small organizations
Regulatory Action: EXEMPTION
A regulation is NOT defined in the state
ORGTYPE-SMALLO-NS
REGULATORY BODY: Not Specific
NOTES: NO
Educational Institutions
Regulatory Action: EXEMPTION
YES: A regulation is defined in the state
UT Code § 13-22-8(1)(f)
REGULATORY BODY: Not Specific
STATUTE TEXT:
NOTES: Utah Code § 13-22-8(1)(f), (g)
Governmental Organizations
Regulatory Action: EXEMPTION
YES: A regulation is defined in the state
UT Code § 13-22-8(1)(j)
REGULATORY BODY: Not Specific
STATUTE TEXT:
NOTES: Utah Code § 13-22-8(1)(j)
Hospitals
Regulatory Action: EXEMPTION
A regulation is NOT defined in the state
ORGTYPE-HOSPIT-NS
REGULATORY BODY: Not Specific
NOTES: NO
Veterans organizations
Regulatory Action: EXEMPTION
A regulation is NOT defined in the state
ORGTYPE-VETERA-NS
REGULATORY BODY: Not Specific
NOTES: NO
Foundations
Regulatory Action: EXEMPTION
A regulation is NOT defined in the state
ORGTYPE-FNDYES-NS
REGULATORY BODY: Not Specific
NOTES: NO
Foundations that don’t solicit contributions
Regulatory Action: EXEMPTION
A regulation is NOT defined in the state
ORGTYPE-FNDNOS-NS
REGULATORY BODY: Not Specific
NOTES: NO
Charitable Trusts
Regulatory Action: EXEMPTION
A regulation is NOT defined in the state
ORGTYPE-CTRUST-NS
REGULATORY BODY: Not Specific
NOTES: NO
Parent-Teacher Organizations
Regulatory Action: EXEMPTION
YES: A regulation is defined in the state
UT Code § 13-22-8(1)(f)
REGULATORY BODY: Not Specific
STATUTE TEXT:
NOTES: Utah Code § 13-22-8(1)(f)
Reports to congress
Regulatory Action: EXEMPTION
YES: A regulation is defined in the state
UT Code § 13-22-8(l)(k)
REGULATORY BODY: Not Specific
STATUTE TEXT:
NOTES: Utah Code § 13-22-8(l)(k)
Non-soliciting
Regulatory Action: EXEMPTION
YES: A regulation is defined in the state
UT Code § 13-22-5
REGULATORY BODY: Not Specific
STATUTE TEXT:
NOTES: Utah Code § 13-22-5 (also cannot request/promote/advertise solicitations)
Fraternal/ Membership
Regulatory Action: EXEMPTION
A regulation is NOT defined in the state
ORGTYPE-MEMFRA-NS
REGULATORY BODY: Not Specific
NOTES: No
Political Orgs
Regulatory Action: EXEMPTION
YES: A regulation is defined in the state
UT Code § 13-22-8(1)(d)
REGULATORY BODY: Not Specific
STATUTE TEXT:
NOTES: Utah Code § 13-22-8(1)(d), (e)
Other
Regulatory Action: EXEMPTION
YES: A regulation is defined in the state
UT Code § 13-22-8(1)
REGULATORY BODY: Not Specific
STATUTE TEXT:
NOTES: Utah Code § 13-22-8(1): (b) broadcast media owned or operated by educational institution, gov’t entity, or entity organized solely for support of that broadcast media; (c) specifically named individual beneficiaries; (h) media giving org free advertising; (i) volunteer fire department
8 Defined remedies
Dissolution
Regulatory Action: REMEDY
YES: A regulation is defined in the state
UT Code § 16-6a-1414 ;; section-1414
REGULATORY BODY: Not Specific
STATUTE TEXT: 16-6a-1414. Grounds for judicial dissolution. (1) A nonprofit corporation may be dissolved in a proceeding by the attorney general or the division director if it is established that: (a) the nonprofit corporation obtained its articles of incorporation through fraud; or (b) the nonprofit corporation has continued to exceed or abuse the authority conferred upon it by law. (2) A nonprofit corporation may be dissolved in a proceeding by a member or director if it is established that: (a) (i) the directors are deadlocked in the management of the corporate affairs; (ii) the members, if any, are unable to break the deadlock; and (iii) irreparable injury to the nonprofit corporation is threatened or being suffered; (b) the directors or those in control of the nonprofit corporation have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent; (c) the members are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have expired or would have expired upon the election of their successors; or (d) the corporate assets are being misapplied or wasted. (3) A nonprofit corporation may be dissolved in a proceeding by a creditor if it is established that: (a) (i) the creditor’s claim has been reduced to judgment; (ii) the execution on the judgment has been returned unsatisfied; and (iii) the nonprofit corporation is insolvent; or (b) (i) the nonprofit corporation is insolvent; and (ii) the nonprofit corporation has admitted in writing that the creditor’s claim is due and owing. (4) (a) If a nonprofit corporation has been dissolved by voluntary or administrative action taken under this part: (i) the nonprofit corporation may bring a proceeding to wind up and liquidate its business and affairs under judicial supervision in accordance with Section 16-6a-1405; and (ii) the attorney general, a director, a member, or a creditor may bring a proceeding to wind up and liquidate the affairs of the nonprofit corporation under judicial supervision in accordance with Section 16-6a-1405, upon establishing the grounds set forth in Subsections (1) through (3). (b) As used in Sections 16-6a-1415 through 16-6a-1417: (i) a “judicial proceeding to dissolve the nonprofit corporation” includes a proceeding brought under this Subsection (4); and (ii) a “decree of dissolution” includes an order of a court entered in a proceeding under this Subsection (4) that directs that the affairs of a nonprofit corporation shall be wound up and liquidated under judicial supervision. Enacted by Chapter 300, 2000 General Session
NOTES: Utah Code § 16-6a-1414
Removal of Board Members
Regulatory Action: REMEDY
YES: A regulation is defined in the state
UT Code § 75-7-706
REGULATORY BODY: Not Specific
STATUTE TEXT:
NOTES: Utah Code Ann. § 75-7-706 (“The settlor, a cotrustee, or a qualified beneficiary may request the court to remove a trustee, or a trustee may be removed by the court on its own initiative”)
9 Oversight of professional fundraisers
Does the state require registration by commercial fundraisers?
Regulatory Action: REQUIREMENT
YES: A regulation is defined in the state
UT Code § 13-22-9
REGULATORY BODY: Not Specific
STATUTE TEXT:
NOTES: Utah Code § 13-22-9
Does the state require registration by fundraising counsel?
Regulatory Action: REQUIREMENT
YES: A regulation is defined in the state
UT Code § 13-22-9
REGULATORY BODY: Not Specific
STATUTE TEXT:
NOTES: Utah Code § 13-22-9
Does the state oversee commercial-coventuring (e.g. by requiring that the co-venture be registered or by requiring that the charitable organization files the co-venture contract)?
Regulatory Action: REQUIREMENT
YES: A regulation is defined in the state
UT Code § 13-22-22
REGULATORY BODY: Not Specific
STATUTE TEXT:
NOTES: “Every charitable organization which agrees to permit a charitable sales promotion to be conducted by a commercial co-venturer on its behalf shall file with the division a notice of the promotion prior to its commencement within this state.” Utah Code § 13-22-22
Does the state require the fundraisers to provide notice to the regulator before any solicitation campaign (in addition to annual registration and/or filing the contract)?
Regulatory Action: REQUIREMENT
YES: A regulation is defined in the state
UT Code § 13-22-9
REGULATORY BODY: Not Specific
STATUTE TEXT:
NOTES: Yes, professional fundraisers and consultants must include in registration application method and length of time of solicitation, and must update the regulator with any changes or corrections to the application. Utah Code § 13-22-9
Does the state require specified disclosures to donors?
Regulatory Action: REQUIREMENT
A regulation is NOT defined in the state
FNDRAZE-DDONOR-NS
REGULATORY BODY: Not Specific
Does the state require a copy of any contract between a charitable organization and a commercial fundraiser or fundraising counsel be filed with the regulator?
Regulatory Action: REQUIREMENT
YES: A regulation is defined in the state
UT Code § 13-22-17
REGULATORY BODY: Not Specific
STATUTE TEXT:
NOTES: Utah Code § 13-22-17
Does the state require annual financial reporting by commercial fundraisers?
Regulatory Action: REQUIREMENT
A regulation is NOT defined in the state
FNDRAZE-ANNUAL-NS
REGULATORY BODY: Not Specific
Does the state require bonding of professional fundraisers?
Regulatory Action: REQUIREMENT
A regulation is NOT defined in the state
FNDRAZE-BONDNG-NS
REGULATORY BODY: Not Specific