Title 16, Title 16: Corporations

16-10a-1004. Voting on amendments by voting groups. (1) Except as otherwise provided in Subsection, the holders of the outstanding shares of a class are entitled to vote as a separate voting group, if shareholder voting is otherwise required by this chapter, on a proposed amendme…

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-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 corporation may convert to a nonprofit corporation subject to, by filing an amendment of its articles of incorporation pursuant to this section. Title 16, Chapter 6a, Utah Revised Nonprofit Corporation Act The day on whi…

16-10a-1008.7. Conversion to or from a domestic limited liability company. (1) A corporation may convert to a domestic limited liability company subject to, as appropriate pursuant to Sectionby complying with: Title 48, Chapter 3a, Utah Revised Uniform Limited Liability Company A…

16-10a-1008.7. Conversion to or from a domestic limited liability company. (1) 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 Sectionby complying with: 16-20-1…

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) "Address" means a location where mail can be delivered by the United States Postal Service. "Address" includes: a post office box number; a rural free delivery route number; and a street name and number. (2) "Affiliate" means …

16-10a-102. Definitions. As used in this chapter: (1) "Address" means a location where mail can be delivered by the United States Postal Service. "Address" includes: a post office box number; a rural free delivery route number; and a street name and number. (2) "Affiliate" means …

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: if originally adopted by the shareholders, only by the sha…

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) Notice given under this chapter shall be in writing unless oral notice is reasonable under the circumstances. Notice by electronic transmission is written notice. (2) Subject to compliance with any requirement that notice be in writing, notice may be commu…

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-1101. Merger. (1) A domestic corporation may merge into another entity if: the board of directors of the domestic corporation adopts and its shareholders, if required by Section, approve the plan of merger; and 16-10a-1103 any other entity that plans to merge approves the …

16-10a-1102. Share exchange. (1) A domestic corporation may acquire all of the outstanding shares of one or more classes or series of one or more domestic corporations if the board of directors of each corporation adopts a plan of share exchange and the shareholders of the corpor…

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-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-1106. Effect of merger or share exchange. (1) When a merger takes effect: Every other corporation party to the merger merges into the surviving corporation and the separate existence of every corporation except the surviving corporation ceases. The title to all real estate…

16-10a-1107. Merger or share exchange with foreign corporations. (1) A domestic corporation may merge with a foreign entity or enter into a share exchange with a foreign corporation if: in a merger, the merger is permitted by the law of the state or country under whose law the fo…

16-10a-120. Filing requirements. (1) A document shall satisfy the requirements of this section, and of any other section of this chapter that adds to or varies these requirements, to be entitled to filing by the division. (2) This chapter must require or permit filing the documen…

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: sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property in …

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-121. Forms. (1) The division may prescribe, and if so prescribed shall furnish on request, forms or cover sheets for documents required or permitted to be filed by this chapter as the division may determine to be appropriate. (2) However: the use of any forms or cover shee…

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

16-10a-123. Effective time and date of filed documents. (1) Except as provided in Subsectionsand, a document submitted to the division for filing under this chapter shall be considered effective at the time of filing on the date it is filed, as evidenced by the division's endorse…

16-10a-124. Correcting filed documents. (1) A domestic or foreign corporation may correct a document filed with the division if the document: contains an incorrect statement; or was defectively executed, attested, sealed, verified, or acknowledged. (2) A document is corrected by …

16-10a-125. Filing duty of division. (1) If a document delivered to the division for filing satisfies the requirements of Section, the division shall file it. 16-10a-120 (2) The division files a document by stamping or otherwise endorsing "Filed" together with the name of the div…

16-10a-126. Petition for review of division's refusal to file document. (1) If the division refuses to file a document delivered to the division for filing, the domestic or foreign corporation for which the filing was requested, or the corporation's representative, may petition a…

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-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: (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 dissenter before the corporate…

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: consummation of a plan of merger to whic…

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: consummation of a plan of merger to whic…

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 Sectionis submitted to a vote at a shareholders' meeting, the meeting notice shall be sent to all shareholders of the corporation as of the applicable record date, whet…