Title 16, Business Entities

16-10a-1433. Decree of dissolution. (1) If after a hearing the court determines that one or more grounds for judicial dissolution described in Section 16-10a-1430 exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution. The cle…

16-10a-1434. Election to purchase in lieu of dissolution. (1) In an action under Subsection 16-10a-1430(2) to dissolve a corporation that has no shares listed on a national securities exchange or regularly traded in a market maintained by one or more members of a national or affi…

16-10a-1440. Deposit with state treasurer. Assets of a dissolved corporation that should be transferred to a creditor, claimant, or shareholder of the corporation who cannot be found or who is not competent to receive them shall be reduced to cash and deposited with the state tre…

16-10a-1533.5. Transfer to another state. (1) A domestic corporation may transfer to or domesticate in a jurisdiction other than this state if: (a) that jurisdiction permits the transfer to or domestication of the corporation in the jurisdiction; and (b) the transfer is approved …

16-10a-1601. Corporate records. (1) A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, and a record of all actions taken on be…

16-10a-1602. Inspection of records by shareholders and directors. (1) A shareholder or director 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 Subsection 16-…

16-10a-1603. Scope of inspection right. (1) A shareholder's or director's agent or attorney has the same inspection and copying rights as the shareholder or director represented by the agent or attorney. (2) The right to copy records under Section 16-10a-1602 includes, if reasona…

16-10a-1604. Court-ordered inspection. (1)(a) If a corporation does not allow a shareholder or director, or the shareholder's or director's agent or attorney, who complies with Subsection 16-10a-1602(1) to inspect or copy any records required by that subsection to be available fo…

16-10a-1605. Financial statements. Upon the written request of any shareholder, a corporation shall mail to the shareholder its most recent annual or quarterly financial statements showing in reasonable detail its assets and liabilities and the results of its operations.

16-10a-1606. Information respecting shares. Upon the written request of any shareholder, a corporation at its own expense shall mail to the shareholder the information specified by Subsection 16-10a-625(3), whether or not the information is also contained or summarized on any sha…

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 16-10a-1704, 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 incorporat…

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 (2), the repeal of any statute by this act does not affect: (a) the operation of the statute or any action taken under it before its repeal; (b) any ratification, right, remedy, privilege, obligation, or liabili…

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 16-10a-1804, 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…

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: (a)…

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)(a) If a court finds that oppressive conduct toward the shareholde…

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 16-10a-202. 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: (a) the purpose or purposes for which the corporation is organized; (b) a corporate name for the corporation that satisfies the requirements of Section 16-1a-302; (c) the number of shares th…

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 16-1a-204, in which case the incorporation is effective…

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: (a) 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 cor…

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

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 Subsection 16-10a-202(3) may engage in any lawful business or activity except for express limitations se…

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 (2), the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act. (2) A corporation's power to act may be challenged: (a) in an action by a shareholder against…

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: (a) issue fractions of a share or pay in money the value of fractions of a share; (b) arrange for disposition of fractional shares by the shareholders; or (c) issue scrip in registered or bearer form entitling the holder to re…

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 16-10a-1704(3), 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. (2…