Pino v. Entity # 4812420-0140, 2019 UT App 69 (May 2, 2019)

May 2, 2019

A non-profit water corporation, TWC 2000, failed to renew its registration and was administratively dissolved.  The board of TWC 2000 formed TWC 2013, and caused TWC 2000 to transfer all of its assets to TWC 2013 along with granting all shareholders in TWC 2000 equal shares in TWC 2013.  The Division of Corporations reinstated TWC 2000, after which 95% of the TWC 2000 shareholders ratified the forming of TWC 2013 to act as a successor corporation.  A group of dissenting minority shareholders contended that the assets of TWC 2000 should have been distributed to the shareholders upon dissolution based upon the corporation’s bylaws.  The Court of Appeals affirmed transfer of TWC 2000’s assets to TWC 2013 under the bylaws because, among other reasons, the shareholders of both companies were the same.