Title 35, Title 35

(1) A corporation shall maintain the following records: (a) its articles of incorporation as currently in effect; (b) any notices to shareholders referred to in 35-14-120(11)(e) specifying facts on which a filed document is dependent if those facts are not included in the article…

(1) A shareholder of a corporation is entitled to inspect and copy, during regular business hours at the corporation's principal office, any of the records of the corporation described in 35-14-1601(1), excluding minutes of meetings of and records of actions taken without a meeti…

(1) A shareholder may appoint an agent or attorney to exercise the shareholder's inspection and copying rights under 35-14-1602. (2) The corporation may, if reasonable, satisfy the right of a shareholder to inspect and copy records under 35-14-1602 by furnishing to the shareholde…

(1) If a corporation does not allow a shareholder who complies with 35-14-1602(1) to inspect and copy any records required by that section to be available for inspection, the district court of the county where the corporation's principal office is located or, if its principal off…

(1) A director of a corporation is entitled to inspect and copy the books, records, and documents of the corporation at any reasonable time to the extent reasonably related to the performance of the director's duties as a director, including duties as a member of a board committe…

(1) Upon the written request of a shareholder, a corporation shall deliver or make available to the requesting shareholder by posting on its website or by other generally recognized means annual financial statements for the most recent fiscal year of the corporation for which ann…

(1) Each domestic corporation shall deliver to the secretary of state for filing an annual report that sets forth: (a) the name of the corporation; (b) the street and mailing address of its registered office and the name of its registered agent at that office in this state; (c) t…

One or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the secretary of state for filing.

(1) The articles of incorporation must set forth: (a) a corporate name for the corporation that satisfies the requirements of 35-14-401; (b) the number of shares the corporation is authorized to issue; (c) the street and mailing addresses of the corporation's initial registered o…

(1) Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are filed. (2) The secretary of state's filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to inc…

All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under this chapter, are jointly and severally liable for all liabilities created while so acting.

(1) After incorporation: (a) if initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting b…

(1) The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation. (2) The bylaws of a corporation may contain any provision that is not inconsistent with law or the articles of incorporation. (3) The bylaws may contain one or both of the…

(1) Unless the articles of incorporation provide otherwise, the board of directors may adopt bylaws to be effective only in an emergency as provided in subsection (4). The emergency bylaws, which are subject to amendment or repeal by the shareholders, may make all provisions nece…

(1) The articles of incorporation or the bylaws may require that any or all internal corporate claims must be brought exclusively in any specified court or courts of this state and, if so specified, in any additional courts in this state or in any other jurisdictions with which t…

(1) Every corporation incorporated under this chapter has the purpose of engaging in any lawful business unless a more limited purpose is set forth in the articles of incorporation. (2) A corporation engaging in a business that is subject to regulation under another statute of th…

Unless its articles of incorporation provide otherwise, every corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, including power: (1) to s…

(1) In anticipation of or during an emergency as provided in subsection (4), the board of directors of a corporation may: (a) modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and (b) relocate the principal office, designate al…

(1) Except as provided in subsection (2), the validity of corporate action may not be challenged on the grounds that the corporation lacks or lacked power to act. (2) A corporation's power to act may be challenged: (a) in a proceeding by a shareholder against the corporation to e…

(1) A corporate name: (a) must contain the word "corporation", "incorporated", "company", or "limited", the abbreviation "corp.", "inc.", "co.", or "ltd.", or words or abbreviations of similar meaning in another language; and (b) may not contain language stating or implying that …

(1) A person may reserve the exclusive use of a corporate name, including a fictitious or alternate name for a foreign corporation whose corporate name is not available, by delivering an application to the secretary of state for filing. The application must set forth the name and…

(1) A foreign corporation may register its corporate name, or its corporate name with the addition of any word or abbreviation listed in 35-14-401(1)(a) if necessary for the corporate name to comply with 35-14-401(1)(a), if the name is distinguishable in the records of the secret…

(1) Each corporation shall continuously maintain in this state a registered office and a registered agent in compliance with Title 35, chapter 7. (2) As used in this part, "corporation" means both a domestic corporation and a registered foreign corporation.

A corporation may change its registered office or registered agent in compliance with Title 35, chapter 7.

A registered agent may resign as agent for a corporation in compliance with Title 35, chapter 7.

(1) A corporation's registered agent is the corporation's agent for service of process, notice, or demand required or permitted by law to be served on the corporation. (2) If a corporation does not have a registered agent or the agent cannot with reasonable diligence be served, t…

(1) The articles of incorporation must set forth any classes of shares and series of shares within a class, and the number of shares of each class and series, that the corporation is authorized to issue. If more than one class or series of shares is authorized, the articles of in…

(1) If the articles of incorporation so provide, the board of directors is authorized, without shareholder approval, to: (a) classify any unissued shares into one or more classes or into one or more series within a class; (b) reclassify any unissued shares of any class into one o…

(1) A corporation may issue the number of shares of each class or series authorized by the articles of incorporation. Shares that are issued are outstanding shares until they are reacquired, redeemed, converted, or canceled. (2) The reacquisition, redemption, or conversion of out…

(1) A corporation may issue fractions of a share or in lieu of doing so may: (a) pay in cash the value of fractions of a share; (b) issue scrip in registered or bearer form entitling the holder to receive a full share on surrendering enough scrip to equal a full share; or (c) arr…

(1) A subscription for shares entered into before incorporation is irrevocable for 6 months unless the subscription agreement provides a longer or shorter period or all the subscribers agree to revocation. (2) The board of directors may determine the payment terms of subscription…

(1) The powers granted in this section to the board of directors may be reserved to the shareholders by the articles of incorporation. (2) The board of directors may authorize shares to be issued for consideration consisting of any tangible or intangible property or benefit to th…

(1) A purchaser from a corporation of the corporation's own shares is not liable to the corporation or its creditors with respect to the shares except to pay the consideration for which the shares were authorized to be issued or specified in the subscription agreement. (2) A shar…

(1) Unless the articles of incorporation provide otherwise, shares may be issued pro rata and without consideration to the corporation's shareholders or to the shareholders of one or more classes or series of shares. An issuance of shares under this subsection is a share dividend…

(1) A corporation may issue rights, options, or warrants for the purchase of shares or other securities of the corporation. The board of directors shall determine: (a) the terms and conditions upon which the rights, options, or warrants are issued; and (b) the terms, including th…

(1) Shares may be, but need not be, represented by certificates. Unless this chapter or another statute expressly provides otherwise, the rights and obligations of shareholders are identical regardless of whether their shares are represented by certificates. (2) At a minimum, eac…

(1) Unless the articles of incorporation or bylaws provide otherwise, the board of directors of a corporation may authorize the issuance of some or all of the shares of any or all of its classes or series without certificates. The authorization does not affect shares already repr…

(1) The articles of incorporation, the bylaws, an agreement among shareholders, or an agreement between shareholders and the corporation may impose restrictions on the transfer or registration of transfer of shares of the corporation or may impose restrictions on, including the a…

(1) The shareholders of a corporation do not have a preemptive right to acquire the corporation's unissued shares, except to the extent the articles of incorporation provide that right. (2) A statement included in the articles of incorporation that "the corporation elects to have…

(1) A corporation may acquire its own shares, and shares so acquired constitute authorized but unissued shares. (2) If the articles of incorporation prohibit the reissue of the acquired shares, the number of authorized shares is reduced by the number of shares acquired.

(1) A board of directors may authorize and the corporation may make distributions to its shareholders subject to restriction by the articles of incorporation and the limitation in subsection (3). (2) The board of directors may fix the record date for determining shareholders enti…

(1) Unless directors are elected by written consent in lieu of an annual meeting as permitted by 35-14-704, a corporation shall hold a meeting of shareholders annually at a time stated in or fixed in accordance with the bylaws at which directors must be elected. (2) Unless the bo…

(1) A corporation shall hold a special meeting of shareholders: (a) on call of its board of directors or of the person or persons authorized to do so by the articles of incorporation or bylaws; or (b) if shareholders holding at least 10% of all the votes entitled to be cast on an…

(1) The district court of the county where a corporation's principal office is located or, if its principal office is not located in this state, of the first judicial district may summarily order a meeting to be held: (a) on application of any shareholder of the corporation if an…

(1) Action required or permitted by this chapter to be taken at a shareholders' meeting may be taken without a meeting if the action is taken by all the shareholders entitled to vote on the action. The action must be evidenced by one or more written consents bearing the date of s…

(1) A corporation shall notify shareholders of the date, time, and place, if any, of each annual and special shareholders' meeting no fewer than 10 or more than 60 days before the meeting date. If the board of directors has authorized participation by means of remote communicatio…