Title 16, Business Entities

16-12-7. Provisions Applicable to All Business Entities applicable. Chapter 1a, Provisions Applicable to All Business Entities, applies to the provisions of this chapter.

16-13-1. Organization of development corporations under Utah Revised Business Corporation Act -- Corporate name. Corporations to conduct a development business as specified in this act may be formed under the provisions of Title 16, Chapter 10a, Utah Revised Business Corporation …

16-13-10. Amount of net earnings set apart as earned surplus. Each year a development corporation shall set apart as earned surplus not less than 10% of its net earnings for its preceding fiscal year until such surplus is equal in value to one-half of the amount paid in on the sh…

16-13-11. Designation of depository. A development corporation may not deposit any of its funds in any banking institution unless such institution has been designated as a depository by a vote of a majority of the directors present at an authorized meeting of the board of directo…

16-13-12. Licensing, supervision, and examination by commissioner of financial institutions -- Fees. A development corporation shall be licensed, supervised, and examined by the commissioner of financial institutions and shall make such report of its condition from time to time a…

16-13-2. Definitions. As used in this act: (1) The words "financial institution" mean any corporation engaged in a banking business, loan and trust company, or corporation, partnership, foundation, or other institution engaged primarily in lending or investing funds. (2) The word…

16-13-3. Purposes of development corporation. The purposes of a development corporation shall include the following: The purposes of a development corporation shall be to assist, promote, encourage and, through the cooperative efforts of the institutions and corporations which, f…

16-13-4. General powers of business development corporation. In furtherance of the purposes of a development corporation, and in addition to the powers conferred on corporations by Title 16, Chapter 10a, Utah Revised Business Corporation Act, such corporation, subject to the rest…

16-13-5. Bonds or securities, capital stock of development corporations -- Authority to purchase, hold, or dispose of -- Rights of holders -- Rights of financial institutions. (1) All persons, firms, partnerships, associations, trusts and domestic and foreign corporations organiz…

16-13-8. Board of directors -- Number and election of members. The board of directors of a development corporation shall be of such number in multiples of three, but not less than six, as shall be determined in the first instance by the articles of incorporation and thereafter an…

16-13-9. Requirement before commencing business -- Cash consideration for shares -- Minimum stated capital. A development corporation incorporated after July 1, 1979, may not transact any business or incur any indebtedness, except as is incidental to its organization or to obtain…

16-15-101. Title. This act is known as the "Utah Business Trust Registration Act."

16-15-102. Definition of business trust. As used in this chapter: (1) "Beneficiary" means a person holding a certificate representing a beneficial interest in the trust estate and assets. (2) "Business trust" means the same as that term is defined in Section 7-5-101. (3) "Divisio…

16-15-104. Registration required -- Certificate of registration. (1) A business trust shall register with the division before doing business in the state. (2) The certificate of registration of a business trust shall set forth: (a) the name of the business trust; (b) the period o…

16-15-106. Powers. (1) A business trust registered under this chapter may in its trust name: (a) sue; (b) subject to the limitations in the declaration of trust, acquire title, lease, mortgage, convey or otherwise deal with real and personal property, or any interest in real and …

16-15-107. Expiration of filing -- Notice. (1) A filing under this chapter shall be effective for a period of three years from the date of filing plus the notice period provided in Subsection (2). (2)(a) If no new filing is made by or on behalf of the trust who made the original …

16-15-108. When amendments are required. (1) An amended certificate shall be filed with the division not later than 30 days after any change in: (a) any person acting as a trustee of the trust, or the address of any trustee; (b) the registered agent of the trust; (c) the register…

16-15-110. Trustee and beneficiary governed by declaration of trust -- Common law. (1) A trustee or beneficiary of a business trust shall be governed by all the provisions of the declaration of trust of the business trust. (2) This chapter neither affects nor alters in any way th…

16-15-111. Provisions Applicable to All Business Entities applicable. Chapter 1a, Provisions Applicable to All Business Entities, applies to the provisions of this chapter.

16-16-1001. Members' contributions. The organic rules shall establish the amount, manner, or method of determining any contribution requirements for members or shall authorize the board of directors to establish the amount, manner, or other method of determining any contribution …

16-16-1002. Contribution and valuation. (1) Unless the organic rules otherwise provide, the contributions of a member to a limited cooperative association may consist of tangible or intangible property or other benefit to the association, including money, labor or other services …

16-16-1003. Contribution agreements. (1) Except as otherwise provided in the agreement, the following rules apply to an agreement made by a person before formation of a limited cooperative association to make a contribution to the association: (a) The agreement is irrevocable for…

16-16-1004. Allocations of profits and losses. (1) The organic rules may provide for allocating profits of a limited cooperative association among members, among persons that are not members but conduct business with the association, to an unallocated account, or to any combinati…

16-16-1005. Distributions. (1) Unless the organic rules otherwise provide and subject to Section 16-16-1007, the board of directors may authorize, and the limited cooperative association may make, distributions to members. (2) Unless the organic rules otherwise provide, distribut…

16-16-1006. Redemption or repurchase. Property distributed to a member by a limited cooperative association, other than money, may be redeemed or repurchased as provided in the organic rules but a redemption or repurchase may not be made without authorization by the board of dire…

16-16-1007. Limitations on distributions. (1) A limited cooperative association may not make a distribution if, after the distribution: (a) the association would not be able to pay its debts as they become due in the ordinary course of the association's activities; or (b) the ass…

16-16-1008. Liability for improper distributions -- Limitation of action. (1) A director who consents to a distribution that violates Section 16-16-1007 is personally liable to the limited cooperative association for the amount of the distribution which exceeds the amount that co…

16-16-1009. Alternative distribution of unclaimed property, distributions, redemptions, or payments. A limited cooperative association may distribute unclaimed property, distributions, redemptions, or payments by complying with Section 3-1-11.

16-16-101. Title. This chapter is known as the "Uniform Limited Cooperative Association Act."

16-16-102. Definitions. In this chapter: (1) "Articles of organization" means the articles of organization of a limited cooperative association required by Section 16-16-302. The term includes the articles as amended or restated. (2) "Board of directors" means the board of direct…

16-16-103. Limited cooperative association subject to amendment or repeal of chapter. A limited cooperative association governed by this chapter is subject to any amendment or repeal of this chapter.

16-16-104. Nature of limited cooperative association. (1) A limited cooperative association organized under this chapter is an autonomous, unincorporated association of persons united to meet their mutual interests through a jointly owned enterprise primarily controlled by those …

16-16-105. Purpose and duration of limited cooperative association. (1) A limited cooperative association is an entity distinct from its members. (2) A limited cooperative association may be organized for any lawful purpose, whether or not for profit, except for the operation of …

16-16-106. Powers. A limited cooperative association may sue and be sued in its own name and do all things necessary or convenient to carry on its activities. An association may maintain an action against a member for harm caused to the association by the member's violation of a …

16-16-107. Governing law. The law of this state governs: (1) the internal affairs of a limited cooperative association; and (2) the liability of a member as member and a director as director for the debts, obligations, or other liabilities of a limited cooperative association.

16-16-108. Supplemental principles of law. Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.

16-16-109. Requirements of other laws. (1) This chapter does not alter or amend any law that governs the licensing and regulation of an individual or entity in carrying on a specific business or profession even if that law permits the business or profession to be conducted by a l…

16-16-110. Relation to restraint of trade and antitrust laws. To the extent a limited cooperative association or activities conducted by the association in this state meet the material requirements for other cooperatives entitled to an exemption from or immunity under any provisi…

16-16-1101. Member's dissociation. (1) A person has the power to dissociate as a member at any time, rightfully or wrongfully, by express will. (2) Unless the organic rules otherwise provide, a member's dissociation from a limited cooperative association is wrongful only if the d…

16-16-1102. Effect of dissociation as member. (1) Upon a member's dissociation: (a) subject to Section 16-16-1103, the person has no further rights as a member; and (b) subject to Section 16-16-1103 and Chapter 1a, Part 7, Merger, and Chapter 1a, Part 9, Conversion, any financial…

16-16-1103. Power of estate of member. Unless the organic rules provide for greater rights, if a member is dissociated because of death, dies, or is expelled by reason of being adjudged incompetent, the member's personal representative or other legal representative may exercise t…

16-16-113. Effect of organic rules. (1) The relations between a limited cooperative association and its members are consensual. Unless required, limited, or prohibited by this chapter, the organic rules may provide for any matter concerning the relations among the members of the …

16-16-114. Required information. (1) Subject to Subsection (2), a limited cooperative association shall maintain in a record available at its principal office: (a) a list containing the name, last known street address and, if different, mailing address, and term of office of each…

16-16-115. Business transactions of member with limited cooperative association. Subject to Sections 16-16-818 and 16-16-819 and except as otherwise provided in the organic rules or a specific contract relating to a transaction, a member may lend money to and transact other busin…

16-16-116. Dual capacity. A person may have both a patron member's interest and an investor member's interest. When such person acts as a patron member, the person is subject to this chapter and the organic rules governing patron members. When such person acts as an investor memb…

16-16-117. Designated office and agent for service of process. (1) A limited cooperative association, or a foreign cooperative that has a certificate of authority under Section 16-16-1404, shall designate and continuously maintain in this state: (a) an office, as its designated o…