Title 16, Business Entities

16-10a-1005. Amendment before issuance of shares. If a corporation has not yet issued shares, its board of directors or, if no board of directors has been appointed, its incorporators, may adopt any amendments to the corporation's articles of incorporation.

16-10a-1006. Articles of amendment. A corporation amending its articles of incorporation shall deliver to the division for filing articles of amendment setting forth: (1) the name of the corporation; (2) the text of each amendment adopted; (3) if an amendment provides for an exch…

16-10a-1007. Restated articles of incorporation. (1) A corporation's board of directors may restate its articles of incorporation at any time with or without shareholder action. A corporation's incorporators may restate its articles of incorporation at any time if the corporation…

16-10a-1008. Amendment pursuant to reorganization. (1) A corporation's articles of incorporation may be amended without action by the board of directors or shareholders to carry out a plan or reorganization ordered or decreed by a court of competent jurisdiction under a statute o…

16-10a-1008.5. Conversion to a nonprofit corporation. (1)(a) A corporation may convert to a nonprofit corporation subject to Title 16, Chapter 6a, Utah Revised Nonprofit Corporation Act, by filing an amendment of its articles of incorporation pursuant to this section. (b) The day…

16-10a-1008.7. Conversion to or from a domestic limited liability company. (1)(a) A corporation may convert to a domestic limited liability company subject to Chapter 20, Utah Revised Uniform Limited Liability Company Act, as appropriate pursuant to Section 16-20-1205 by complyin…

16-10a-1009. Effect of amendment. An amendment to articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, or the existing rights of persons other than shareholders of the corpor…

16-10a-101. Short title. This chapter is known as the Utah Revised Business Corporation Act.

16-10a-102. Definitions. As used in this chapter: (1)(a) "Address" means a location where mail can be delivered by the United States Postal Service. (b) "Address" includes: (i) a post office box number; (ii) a rural free delivery route number; and (iii) a street name and number. …

16-10a-1020. Amendment of bylaws by board of directors or shareholders. (1) A corporation's board of directors may amend the corporation's bylaws at any time, except to the extent that the articles of incorporation, the bylaws, or this chapter reserve this power exclusively to th…

16-10a-1021. Bylaw changing quorum or voting requirement for shareholders. (1) If authorized by the articles of incorporation or this chapter, the shareholders may adopt, amend, or repeal a bylaw that fixes a greater quorum or voting requirement for shareholders, or voting groups…

16-10a-1022. Bylaw changing quorum or voting requirement for directors. (1) A bylaw that fixes a greater quorum or voting requirement for the board of directors than is required by this chapter may be amended or repealed: (a) if originally adopted by the shareholders, only by the…

16-10a-1023. Bylaw provisions relating to election of directors. (1) A corporation that has shares listed on a national securities exchange or regularly traded in a market maintained by one or more members of a national or affiliated securities association may elect in its bylaws…

16-10a-103. Notice. (1)(a) Notice given under this chapter shall be in writing unless oral notice is reasonable under the circumstances. (b) Notice by electronic transmission is written notice. (2)(a) Subject to compliance with any requirement that notice be in writing, notice ma…

16-10a-104. Powers of the division. The division has the power reasonably necessary to perform the duties required of the division under this chapter.

16-10a-1103. Action on plan. (1) After adopting a plan of merger or share exchange, the board of directors of each corporation party to the merger, and the board of directors of each corporation whose shares will be acquired in the share exchange, shall submit the plan of merger …

16-10a-1104. Merger of parent and subsidiary. (1) By complying with the provision of this section, a parent corporation owning at least 90% of the outstanding shares of each class of a subsidiary corporation may either merge the subsidiary into itself or merge itself into the sub…

16-10a-1105. Articles of merger or share exchange. (1) After a plan of merger or share exchange is approved by the shareholders, or adopted by the board of directors if shareholder approval is not required, the surviving or acquiring corporation shall deliver to the division for …

16-10a-1201. Sale or mortgage of property without shareholder approval. (1) A corporation may, on the terms and conditions and for the consideration determined by the board of directors: (a) sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property…

16-10a-1202. Sale of property requiring shareholder approval. (1) A corporation may sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property, with or without the good will, otherwise than in the usual and regular course of business, on the terms a…

16-10a-122. Fees. Unless otherwise provided by statute, the division shall charge and collect fees for services as provided in Section 63J-1-504.

16-10a-127. Evidentiary effect of copy of filed document. A certificate attached to a copy of a document filed by the division, or an endorsement, seal, or stamp placed on the copy, which certificate, endorsement, seal, or stamp bears the signature of the director of the division…

16-10a-128. Certificates issued by the division. (1) Anyone may apply to the division for a certificate of existence for a domestic corporation, a certificate of authorization for a foreign corporation, or a certificate that sets forth any facts of record in the office of the div…

16-10a-129. Penalty for signing false documents. (1) A person commits an offense if the person signs a document knowing it to be false in any material respect, with intent that the document be delivered to the division for filing. (2) An offense under this section is a class A mi…

16-10a-130. Provisions Applicable to All Business Entities applicable. Chapter 1a, Provisions Applicable to All Business Entities, applies to the provisions of this chapter.

16-10a-1301. Definitions. For purposes of Part 13, Dissenters' Rights: (1) "Beneficial shareholder" means the person who is a beneficial owner of shares held in a voting trust or by a nominee as the record shareholder. (2) "Corporation" means the issuer of the shares held by a di…

16-10a-1302. Right to dissent. (1) A shareholder, whether or not entitled to vote, is entitled to dissent from, and obtain payment of the fair value of shares held by the shareholder in the event of, any of the following corporate actions: (a) consummation of a plan of merger to …

16-10a-1303. Dissent by nominees and beneficial owners. (1) A record shareholder may assert dissenters' rights as to fewer than all the shares registered in his name only if the shareholder dissents with respect to all shares beneficially owned by any one person and causes the co…

16-10a-1320. Notice of dissenters' rights. (1) If a proposed corporate action creating dissenters' rights under Section 16-10a-1302 is submitted to a vote at a shareholders' meeting, the meeting notice shall be sent to all shareholders of the corporation as of the applicable reco…

16-10a-1321. Demand for payment -- Eligibility and notice of intent. (1) If a proposed corporate action creating dissenters' rights under Section 16-10a-1302 is submitted to a vote at a shareholders' meeting, a shareholder who wishes to assert dissenters' rights: (a) shall cause …

16-10a-1322. Dissenters' notice. (1) If proposed corporate action creating dissenters' rights under Section 16-10a-1302 is authorized, the corporation shall give a written dissenters' notice to all shareholders who are entitled to demand payment for their shares under this part. …

16-10a-1323. Procedure to demand payment. (1) A shareholder who is given a dissenters' notice described in Section 16-10a-1322, who meets the requirements of Section 16-10a-1321, and wishes to assert dissenters' rights shall, in accordance with the terms of the dissenters' notice…

16-10a-1324. Uncertificated shares. (1) Upon receipt of a demand for payment under Section 16-10a-1323 from a shareholder holding uncertificated shares, and in lieu of the deposit of certificates representing the shares, the corporation may restrict the transfer of the shares unt…

16-10a-1325. Payment. (1) Except as provided in Section 16-10a-1327, upon the later of the effective date of the corporate action creating dissenters' rights under Section 16-10a-1302, and receipt by the corporation of each payment demand pursuant to Section 16-10a-1323, the corp…

16-10a-1326. Failure to take action. (1) If the effective date of the corporate action creating dissenters' rights under Section 16-10a-1302 does not occur within 60 days after the date set by the corporation as the date by which the corporation must receive payment demands as pr…

16-10a-1327. Special provisions relating to shares acquired after announcement of proposed corporate action. (1) A corporation may, with the dissenters' notice given pursuant to Section 16-10a-1322, state the date of the first announcement to news media or to shareholders of the …

16-10a-1328. Procedure for shareholder dissatisfied with payment or offer. (1) A dissenter who has not accepted an offer made by a corporation under Section 16-10a-1327 may notify the corporation in writing of the dissenter's own estimate of the fair value of the dissenter's shar…

16-10a-1330. Judicial appraisal of shares -- Court action. (1)(a) If a demand for payment under Section 16-10a-1328 remains unresolved, the corporation shall bring an action in a court with jurisdiction under Title 78A, Judiciary and Judicial Administration, within 60 days after …

16-10a-1331. Court costs and counsel fees. (1) The court in an appraisal proceeding commenced under Section 16-10a-1330 shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the…

16-10a-1401. Authorization of dissolution prior to issuance of shares. If a corporation has not yet issued shares, a majority of its directors, or if no directors have been elected or if elected directors are no longer serving, a majority of its incorporators may authorize the di…

16-10a-1402. Authorization of dissolution after issuance of shares. (1) After shares have been issued, dissolution of a corporation may be authorized in the manner provided in Subsection (2). (2) For a proposal to dissolve the corporation to be authorized: (a) the board of direct…

16-10a-1403. Articles of dissolution. (1) At any time after dissolution is authorized, the corporation may dissolve by delivering to the division for filing articles of dissolution setting forth: (a) the name of the corporation; (b) the address of the corporation's principal offi…

16-10a-1404. Revocation of dissolution. (1) A corporation may revoke its dissolution within 120 days after the effective date of the dissolution. (2) Revocation of dissolution shall be authorized in the same manner as the dissolution was authorized unless, in the case of authoriz…

16-10a-1405. Effect of dissolution. (1) A dissolved corporation continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including: (a) collecting its assets; (b) disposing of its properties tha…

16-10a-1406. Disposition of known claims by notification. (1) A dissolved corporation may dispose of the known claims against it by following the procedures described in this section. (2) A dissolved corporation electing to dispose of known claims pursuant to this section may giv…

16-10a-1407. Disposition of claims by publication -- Disposition in absence of publication. (1) A dissolved corporation may publish notice of its dissolution and request that persons with claims against the corporation present them in accordance with the notice. (2) The notice co…