Title 16, Business Entities

16-10a-850. Definitions relating to conflicting interest transactions. As used in Sections 16-10a-850 through 16-10a-853: (1) "Conflicting interest" with respect to a corporation means the interest a director has respecting a transaction effected or proposed to be effected by the…

16-10a-851. Judicial action. (1) A transaction effected or proposed to be effected by a corporation or by any entity controlled by the corporation that is not a director's conflicting interest transaction may not be enjoined, be set aside, or give rise to an award of damages or o…

16-10a-852. Directors' action. (1) Directors' action respecting a transaction is taken for purposes of Subsection 16-10a-851(2)(a) if the transaction received the affirmative vote of a majority of those qualified directors on the board of directors or on a duly empowered committe…

16-10a-853. Shareholders' action. (1) Shareholders' action respecting a transaction is effective for purposes of Subsection 16-10a-851(2)(b) if a quorum existed pursuant to Subsection (2) and a majority of the votes entitled to be cast by holders of qualified shares present in pe…

16-10a-901. Definitions. As used in Part 9, Indemnification: (1) "Corporation" includes any domestic or foreign entity that is a predecessor of a corporation by reason of a merger or other transaction in which the predecessor's existence ceased upon consummation of the transactio…

16-10a-902. Authority to indemnify directors. (1) Except as provided in Subsection (4), a corporation may indemnify an individual made a party to a proceeding because the individual is or was a director, against liability incurred in the proceeding if: (a) the individual's conduc…

16-10a-903. Mandatory indemnification of directors. Unless limited by its articles of incorporation, a corporation shall indemnify a director who was successful, on the merits or otherwise, in the defense of any proceeding, or in the defense of any claim, issue, or matter in the …

16-10a-904. Advance of expenses for directors. (1) A corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if: (a) the director furnishes the corporation a written affir…

16-10a-905. Court-ordered indemnification of directors. Unless a corporation's articles of incorporation provide otherwise, a director of the corporation who is or was a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court…

16-10a-906. Determination and authorization of indemnification of directors. (1) A corporation may not indemnify a director under Section 16-10a-902 unless authorized and a determination has been made in the specific case that indemnification of the director is permissible in the…

16-10a-907. Indemnification of officers, employees, fiduciaries, and agents. Unless a corporation's articles of incorporation provide otherwise: (1) an officer of the corporation is entitled to mandatory indemnification under Section 16-10a-903, and is entitled to apply for court…

16-10a-908. Insurance. A corporation may purchase and maintain liability insurance on behalf of a person who is or was a director, officer, employee, fiduciary, or agent of the corporation, or who, while serving as a director, officer, employee, fiduciary, or agent of the corpora…

16-10a-909. Limitations on indemnification of directors. (1) A provision treating a corporation's indemnification of, or advance for expenses to, directors that is contained in its articles of incorporation or bylaws, in a resolution of its shareholders or board of directors, or …

16-10b-101. Title. This chapter is known as the "Benefit Corporation Act."

16-10b-102. Application and effect of chapter. (1) This chapter applies to a benefit corporation organized under this chapter. (2) The existence of a provision of this chapter does not of itself create an implication that a contrary or different rule of law is applicable to a bus…

16-10b-103. Definitions. As used in this chapter: (1) "Annual benefit report" means a report required under Section 16-10b-401. (2) "Benefit corporation" means a business corporation: (a) that elects to become subject to this chapter; and (b) the status of which as a benefit corp…

16-10b-104. Incorporation of benefit corporation. A person shall incorporate a benefit corporation in accordance with Chapter 10a, Part 2, Incorporation, but its articles of incorporation shall also state that it is a benefit corporation.

16-10b-105. Election of benefit corporation status. (1) A business corporation may become a benefit corporation under this chapter by amending its articles of incorporation so that the articles of incorporation contain, in addition to the requirements of Section 16-10a-202, a sta…

16-10b-106. Termination of benefit corporation status. (1) A benefit corporation may terminate its status as a benefit corporation and cease to be subject to this chapter by amending its articles of incorporation to delete the provision required by Section 16-10b-104 or 16-10b-10…

16-10b-107. Provisions Applicable to All Business Entities applicable. Chapter 1a, Provisions Applicable to All Business Entities, applies to the provisions of this chapter.

16-10b-201. Corporate purposes. (1) A benefit corporation shall have a purpose of creating general public benefit. This purpose is in addition to its purpose under Section 16-10a-301. (2) The articles of incorporation of a benefit corporation may identify one or more specific pub…

16-10b-301. Standard of conduct for directors. (1) Subject to Subsection (2), the board of directors, committees of the board of directors, and individual directors of a benefit corporation, in discharging the duties of their respective positions and in considering the best inter…

16-10b-302. Benefit director. (1) The board of directors of a benefit corporation that is a publicly traded corporation shall, and the board of directors of any other benefit corporation may, include a director, who: (a) is designated the benefit director; and (b) shall have, in …

16-10b-303. Standard of conduct for officers. (1) An officer of a benefit corporation shall consider the interests and factors described in Subsection 16-10b-301(1) in the manner provided in Subsections 16-10b-301(1) and (2) if: (a) the officer has discretion to act with respect …

16-10b-304. Benefit officer. (1) A benefit corporation may have an officer designated as the benefit officer. (2) A benefit officer has: (a) the powers and duties relating to the purpose of the corporation to create general public benefit or specific public benefit provided: (i) …

16-10b-305. Right of action. (1) Except in a benefit enforcement proceeding, a person may not bring an action or assert a claim against a benefit corporation or its directors or officers with respect to: (a) failure to pursue or create general public benefit or a specific public …

16-10b-401. Preparation of annual benefit report. (1) A benefit corporation shall prepare an annual benefit report that includes all of the following: (a) a narrative description of: (i) the ways in which the benefit corporation pursued general public benefit during the year and …

16-10b-402. Availability of annual benefit report. (1) A benefit corporation shall send its annual benefit report required by Section 16-10b-401 to each shareholder on the earlier of: (a) 120 days following the end of the fiscal year of the benefit corporation; or (b) the same ti…

16-11-1. Short title. This act shall be known and may be cited as the "Professional Corporation Act."

16-11-10. Laws as to professional relationships not altered. This act does not alter any law applicable to the relationship between a person rendering professional services and a person receiving such services, including liability arising out of such professional services.

16-11-11. Authority of regulating boards not restricted or limited. Nothing in this act shall restrict or limit in any manner the authority and duty of the regulating board for the licensing of individual persons rendering professional services or the practice of the profession w…

16-11-12. Prohibited acts of professional corporations. No professional corporation may do any act which is prohibited to be done by individual persons licensed to practice the profession which the professional corporation is organized to render.

16-11-13. Purchase or redemption of shares of disqualified shareholder. (1)(a) The articles of incorporation may provide for the purchase or redemption of the shares of any shareholder upon the failure to qualify or disqualification of that shareholder, or the same may be provide…

16-11-14. Annual certificate -- Filing -- Contents -- Filing fee. During the month of the anniversary date of incorporation, each professional corporation shall file with the division an annual report as specified by Section 16-1a-212, giving the names and residence addresses of …

16-11-15. Incorporation under Utah Revised Business Corporation Act permitted -- Existing corporations may come under Professional Corporation Act. This act does not preclude incorporation by professional persons under Title 16, Chapter 10a, Utah Revised Business Corporation Act,…

16-11-17. Provisions Applicable to All Business Entities applicable. Chapter 1a, Provisions Applicable to All Business Entities, applies to the provisions of this chapter.

16-11-2. Definitions. As used in this chapter: (1) "Filed" means the division has received and approved, as to form, a document submitted under this chapter, and has marked on the face of the document a stamp or seal indicating the time of day and date of approval, the name of th…

16-11-3. Purpose of act. This act shall be so construed as to effectuate its general purpose of making available to professional persons the benefits of the corporate form for the business aspects of their practices while preserving the established professional aspects of the per…

16-11-4. Incorporators -- Articles of incorporation. (1) One or more individuals, each of whom is licensed to render a professional service, may incorporate a professional corporation by filing articles of incorporation with the Division of Corporations and Commercial Code. (2) A…

16-11-5. Application of Utah Revised Business Corporation Act -- Conflicts. The provisions of Title 16, Chapter 10a, Utah Revised Business Corporation Act, shall be applicable to professional corporations, and they shall enjoy the powers and privileges and be subject to the dutie…

16-11-6. Purpose of professional corporation -- Power to own property and invest funds. (1) A professional corporation may be organized pursuant to the provisions of this chapter only for the purpose of rendering one specific type of professional service and services ancillary to…

16-11-7. Issuance of shares of capital stock -- Restrictions. (1) A professional corporation may issue the shares of its capital stock and a shareholder may voluntarily transfer shares of capital stock in a professional corporation only to: (a) persons who are duly licensed to re…

16-11-8. Officer, director, or shareholder shall be licensed professional -- Nonlicensed person as secretary or treasurer. (1)(a) Except as provided in Subsection (1)(b), a person may not be an officer, director, or shareholder of a professional corporation unless that person is:…

16-11-9. Licensed persons to render professional services. A professional corporation may render professional services only through its officers, employees and agents who are duly licensed to render such professional services.

16-12-1. Short title. This act shall be known and cited as the "Real Estate Investment Trust Act."

16-12-2. Definition of real estate investment trust. A real estate investment trust is an unincorporated trust or association which has complied or intends to comply with Sections 856, 857, and 858 of the federal Internal Revenue Code of 1954, as amended, or such sections or sect…