Title 16, Title 16: Corporations

16-4-203. Equitable assessment. (1) Subject to Subsection, all shares subject to assessment shall be assessed equitably. (2) Different classes of shares, and shares with different rights or benefits, may be subject to differing assessments. (2) Shares may also be assessed on any …

16-4-204. Order levying assessment -- Contents. (1) An assessment may be levied by order of the board of directors. (2) An order levying an assessment shall: specify the amount of the levy on each share; specify when, to whom, and where the assessment is payable; and identify the…

16-4-205. Notice of assessment -- Form and contents. When the board of directors levies an assessment, the secretary shall prepare a notice of assessment, including: (1) the name of the corporation; (2) the location of the corporation's principal place of business; (3) the date o…

16-4-206. Service and publication of notice of assessment. (1) The notice of assessment required by Sectionshall be: 16-4-205 personally served on each shareholder; or sent by first-class mail to each shareholder at the address shown on the corporation's records. (2) A shareholde…

16-4-301. Enforcement of assessment. (1) Payment of a delinquent assessment may be enforced by a corporation in one or more of the following ways: imposition of a late charge, penalty, or interest; suspension of one or more benefits of share ownership, including the right to vote…

16-4-302. Notice of sale -- Form. Upon a determination by the board of directors to sell shares on which payment of an assessment is delinquent and the adoption of an order to sell the shares, the secretary shall prepare a notice of sale, including: (1) the name of the corporatio…

16-4-303. Service and publication of notice of sale. (1) The notice of sale required by Sectionshall be: 16-4-302 personally served on each shareholder whose share is subject to sale; or sent by certified mail, return-receipt requested, to each shareholder whose share is subject …

16-4-304. Power of sale. The service or mailing and publication of the notice of sale required under Sectiongives a corporation power to sell and convey all the shares described in the notice of sale upon which any delinquent assessment or other amount remains unpaid at the time …

16-4-305. Number of shares to be sold. (1) On the day, at the time and place appointed for a sale under this part, the secretary or other officer shall sell at public auction to the highest bidder for cash the number of shares necessary to pay all amounts due on an overdue assess…

16-4-306. Determining the highest bidder -- Transfer to highest bidder. (1) The person offering at a sale to pay the highest amount for the smallest number or fraction of shares, which may not be less than the delinquent assessment and all other amounts payable, is the highest bi…

16-4-307. Purchase by corporation, officer, or director -- Redemption. (1) If at the sale of shares, no bidder offers the amount of the delinquent assessment and all other amounts payable, the shares may be bid on and purchased by the corporation through the secretary, president,…

16-4-308. Status of shares purchased by corporation, officer, or director. (1) Title to any shares purchased by a corporation under Sectionvests in the corporation upon expiration of the 30-day redemption period if the right of redemption is not exercised. 16-4-307 Shares purchas…

16-4-309. Extension of time specified in notices. (1) The dates fixed in any notice of assessment or notice of sale may be extended for up to six months by order of the board of directors entered on the corporation's records. (2) No order extending the time for the performance of…

16-4-310. Error or omission in proceedings -- Effect. (1) No assessment is invalidated by: a failure to serve, mail, or publish the notice of sale; the omission of any information required to be contained in the notice; or the nonperformance of any act otherwise required to be pe…

16-4-311. Action to recover shares sold -- Tender -- Limitation of action. (1) No action may be brought to recover shares sold for a delinquent assessment based on irregularity or defect in the notice of sale or the sale unless the person bringing the action first pays or tenders…

16-4-312. Affidavit and posting of notice -- Evidence. (1) An affidavit made by the secretary of a corporation of the mailing of a notice required by this chapter is prima facie evidence of the existence and mailing of the notice. (2) The publication of a notice under this chapte…