Title 16, Title 16: Corporations

16-10a-1608. Statement of person named as director or officer. Any person named as a director or officer of a domestic or foreign corporation in an annual report or other document on file with the division may, if the person does not hold the named position, deliver to the divisi…

16-10a-1701. Application to existing domestic corporations. Except as otherwise provided in Section, this chapter applies to all domestic corporations in existence on July 1, 1992, that were incorporated under any general statute of this state providing for incorporation of corpo…

16-10a-1702. Application to foreign corporations. A foreign corporation authorized to transact business in this state on July 1, 1992, is subject to this chapter, but is not required to obtain a new certificate of authority to transact business under this chapter.

16-10a-1703. Publication. (1) The division shall annually publish copies of this chapter, together with applicable annotations and commentary, for sale and distribution to the public. (2) The division may charge a reasonable amount for copies of the chapter sold or distributed. (…

16-10a-1704. Saving provisions. (1) Except as provided in Subsection, the repeal of any statute by this act does not affect: (2) the operation of the statute or any action taken under it before its repeal; any ratification, right, remedy, privilege, obligation, or liability acqui…

16-10a-1705. Severability clause. If any provision of this act, or the application of any provision to any person or circumstance, is held invalid, the remainder of this act is given effect without the invalid provision or application.

16-10a-1801. Title. This part is known as "Business Combinations."

16-10a-1802. Definitions. As used in this part: (1) "Affiliate" means the same as that term is defined in Section. 16-10a-102 (2) "Announcement date," when used in reference to a business combination, means the date of the first public announcement of the final, definitive propos…

16-10a-1803. Business combinations. (1) Notwithstanding anything to the contrary in this chapter, except Section, a domestic corporation may not engage in a business combination with an interested shareholder of the corporation for a period of five years following the interested …

16-10a-1804. Scope of part. This part does not apply to: (1) a business combination of a domestic corporation that does not have a class of voting stock registered with the Securities and Exchange Commission pursuant to Exchange Act, Sec. 12, 15 U.S.C. Sec. 78l, unless the articl…

16-10a-1901. Definition. As used in this part: (1) "Oppressive conduct" means a continuing course of conduct, a significant action, or a series of actions that substantially interferes with the interests of a shareholder as a shareholder. (2) "Oppressive conduct" may include: ter…

16-10a-1902. Shareholder cause of action -- Relief. (1) A shareholder of a closely held corporation who is injured by oppressive conduct may bring a private cause of action against the closely held corporation. (2) If a court finds that oppressive conduct toward the shareholder o…

16-10a-201. Incorporators. One or more persons may act as incorporators of a corporation by delivering to the division for filing articles meeting the requirements of Section. An incorporator who is a natural person shall be at least 18 years old.

16-10a-202. Articles of incorporation. (1) The articles of incorporation shall set forth: the purpose or purposes for which the corporation is organized; a corporate name for the corporation that satisfies the requirements of Section; 16-10a-401 the number of shares the corporati…

16-10a-202. Articles of incorporation. (1) The articles of incorporation shall set forth: the purpose or purposes for which the corporation is organized; a corporate name for the corporation that satisfies the requirements of Section; 16-1a-302 the number of shares the corporatio…

16-10a-203. Incorporation. (1) A corporation is incorporated, and its corporate existence begins, when the articles of incorporation are filed by the division, unless a delayed effective date is specified pursuant to Subsection, in which case the incorporation is effective, and t…

16-10a-203. Incorporation. (1) A corporation is incorporated, and its corporate existence begins, when the articles of incorporation are filed by the division, unless a delayed effective date is specified pursuant to Section, in which case the incorporation is effective, and the …

16-10a-204. Liability for preincorporation transactions. 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.

16-10a-205. Organization of the corporation. (1) After incorporation: if initial directors are named in the articles of incorporation, the initial directors may hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corpora…

16-10a-206. Bylaws. (1) The board of directors of a corporation may adopt initial bylaws for the corporation. If no directors have been elected the incorporators may adopt initial bylaws for the corporation. If neither the incorporators nor the board of directors have adopted ini…

16-10a-301. Purposes. (1) A corporation incorporated under this chapter and including in the corporation's articles of incorporation a statement that meets the requirements of Subsectionmay engage in any lawful business or activity except for express limitations set forth in the …

16-10a-302. General powers. Unless its articles of incorporation provide otherwise, and except as restricted by the Utah Constitution, every corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary…

16-10a-303. Ultra vires. (1) Except as provided in Subsection, the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act. (2) (2) A corporation's power to act may be challenged: in an action by a shareholder against the…

16-10a-401. Corporate name. (1) The name of a corporation: except for the name of a depository institution as defined in Section, shall contain: 7-1-103 the word: "corporation"; "incorporated"; or "company"; the abbreviation: "corp."; "inc."; or "co."; or words or abbreviations o…

16-10a-402. Reserved name. (1) Any person may apply for the reservation of a name by delivering to the division for filing an application setting forth the name and address of the applicant and the name proposed to be reserved. If the division finds that the name applied for woul…

16-10a-403. Corporate name -- Limited rights. The authorization granted by the division to file articles of incorporation under a corporate name or to reserve a name does not: (1) abrogate or limit the law governing unfair competition or unfair trade practices; (2) derogate from …

16-10a-601. Authorized shares. (1) The articles of incorporation shall prescribe the classes of shares and the number of shares of each class that the corporation is authorized to issue. If more than one class of shares is authorized, the articles of incorporation shall prescribe…

16-10a-602. Terms of class or series determined by board of directors. (1) If the articles of incorporation so provide, the board of directors, without shareholder action but subject to any limitations and restrictions stated in the articles of incorporation, may amend the corpor…

16-10a-603. Issued and outstanding shares. (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 cancelled. (2) The rea…

16-10a-604. Fractional shares. (1) A corporation may: issue fractions of a share or pay in money the value of fractions of a share; arrange for disposition of fractional shares by the shareholders; or issue scrip in registered or bearer form entitling the holder to receive a full…

16-10a-620. Subscriptions for shares. (1) A subscription for shares entered into before incorporation is irrevocable for six months unless the subscription agreement provides a longer or shorter period or all the subscribers agree or the corporation consents to revocation of the …

16-10a-621. Issuance of shares. (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 the issuance of shares for consideration consisting of any tangible or i…

16-10a-622. Liability of shareholders. (1) A purchaser from a corporation of shares issued by the corporation is not liable to the corporation or its creditors with respect to the shares except to pay or provide the consideration for which the issuance of the shares was authorize…

16-10a-623. Share dividends. (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 extent and in the manner provided for in the articles of incorporation, to the shareholder…

16-10a-624. Share options and other rights. (1) Subject to any provisions in its articles of incorporation, a corporation may create and issue, whether or not in connection with the issue and sale of any shares or other securities of the corporation, rights or options for the pur…

16-10a-625. Form and content of certificates. (1) Shares may but need not be represented by certificates. Unless this chapter or another applicable statute expressly provides otherwise, the rights and obligations of shareholders are not affected by whether or not their shares are…

16-10a-626. Shares without certificates. (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 authoriz…

16-10a-627. Restrictions on transfer or registration of shares or other securities. (1) The articles of incorporation, the bylaws, an agreement among shareholders, or an agreement between one or more shareholders and the corporation may impose restrictions on the transfer or regi…

16-10a-628. Expense of issue. A corporation may pay the expenses of selling or underwriting its shares, and of incorporating, organizing, or reorganizing the corporation from the consideration received for shares.

16-10a-630. Shareholders' preemptive rights. (1) Subject to the provisions of Subsection, 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 so provide. 16-10a-1704(3) (2…

16-10a-631. Corporation's acquisition of its own shares. (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 reissuance of acquired shares: the number of authorized shares…

16-10a-640. Distributions to shareholders. (1) A board of directors may authorize and the corporation may make distributions to its shareholders subject to any restriction in the articles of incorporation and the limitations in Subsection. (3) (2) The bylaws or, in the absence of…

16-10a-641. Unclaimed distributions. If a corporation has mailed three successive distributions to a shareholder addressed to the shareholder's address shown on the corporation's current record of shareholders and the distributions have been returned as undeliverable, no further …

16-10a-701. Annual meeting. (1) A corporation shall hold a meeting of shareholders annually at a time stated in or fixed in accordance with the bylaws. (2) Annual shareholders' meetings may be held in or out of this state at the place stated in or fixed in accordance with the byl…

16-10a-702. Special meeting. (1) A corporation shall hold a special meeting of shareholders: on call of its board of directors or the person or persons authorized by the bylaws to call a special meeting; or if the holders of shares representing at least 10% of all the votes entit…

16-10a-703. Court-ordered meeting. (1) A court may summarily order a meeting of shareholders to be held: upon a petition by a shareholder of the corporation entitled to participate in an annual meeting or any director of the corporation, if an annual meeting was not held within 1…