reglab/housing_qa huggingface dataset:
UT Code § 16-10a-203 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 10a - Utah Revised Business Corporation Act|Part 2 - Incorporation|Section 203 - Incorporation.

16-10a-203. Incorporation.    (1) A corporation is incorporated, and its corporate existence begins, when the articles of incorporation are filed by the division, unless a delayed effective date is specified pursuant to Subsection 16-10a-123(2), in which case the incorporation is effective, and the corporate existence begins, on the delayed effective date, unless a certificate of withdrawal is filed prior to the delayed effective date.     (2) The filing of the articles of incorporation by the division is conclusive proof that all conditions precedent to incorporation have been satisfied, except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation.    Enacted by Chapter 277, 1992 General Session
UT Code § 16-10a-204 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 10a - Utah Revised Business Corporation Act|Part 2 - Incorporation|Section 204 - Liability for preincorporation transactions.

16-10a-204. Liability for preincorporation transactions.  All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under this chapter, are jointly and severally liable for all liabilities created while so acting.  Enacted by Chapter 277, 1992 General Session
UT Code § 16-10a-205 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 10a - Utah Revised Business Corporation Act|Part 2 - Incorporation|Section 205 - Organization of the corporation.

16-10a-205. Organization of the corporation.    (1) After incorporation:   (a) if initial directors are named in the articles of incorporation, the initial directors may hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting; or     (b) if initial directors are not named in the articles of incorporation, then until directors are elected, the incorporator or incorporators may hold an organizational meeting at the call of a majority of the incorporators to do whatever is necessary and proper to complete the organization of the corporation, including the election of directors and officers and the adoption and amendment of bylaws.       (2) Action required or permitted by this chapter to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more written consents describing the action taken and signed by each incorporator.     (3) An organizational meeting may be held in or out of this state.    Enacted by Chapter 277, 1992 General Session
UT Code § 16-10a-206 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 10a - Utah Revised Business Corporation Act|Part 2 - Incorporation|Section 206 - Bylaws.

16-10a-206. Bylaws.    (1)   (a) The board of directors of a corporation may adopt initial bylaws for the corporation.     (b) If no directors have been elected the incorporators may adopt initial bylaws for the corporation.     (c) If neither the incorporators nor the board of directors have adopted initial bylaws, the shareholders may do so.       (2) The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the articles of incorporation, including management and regulation of the corporation in the event of an emergency.    Enacted by Chapter 277, 1992 General Session
UT Code § 16-10a-301 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 10a - Utah Revised Business Corporation Act|Part 3 - Purposes and Powers|Section 301 - Purposes.

 Effective 5/12/2015  16-10a-301. Purposes.    (1) A corporation incorporated under this chapter and including in the corporation's articles of incorporation a statement that meets the requirements of Subsection 16-10a-202(3) may engage in any lawful business or activity except for express limitations set forth in the articles of incorporation.     (2) A corporation engaging in a business or an activity that is subject to regulation under another statute of this state may incorporate under this chapter only if permitted by, and subject to all limitations of, the other statute.    Amended by Chapter 237, 2015 General Session
UT Code § 16-10a-303 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 10a - Utah Revised Business Corporation Act|Part 3 - Purposes and Powers|Section 303 - Ultra vires.

16-10a-303. Ultra vires.    (1) Except as provided in Subsection (2), the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act.     (2) A corporation's power to act may be challenged:   (a) in a proceeding by a shareholder against the corporation to enjoin the act;     (b) in a proceeding by the corporation, directly, derivatively, or through a receiver, trustee, or other legal representative, against an incumbent or former director, officer, employee, or agent of the corporation; or     (c) in a proceeding by the attorney general under Section 16-10a-1430.       (3) In a shareholder's proceeding under Subsection (2)(a) to enjoin an unauthorized corporate act, the court may enjoin or set aside the act, if equitable and if all affected persons are parties to the proceeding, and may award damages for loss, other than anticipated profits, suffered by the corporation or another party because of enjoining the unauthorized act.    Enacted by Chapter 277, 1992 General Session
UT Code § 16-10a-402 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 10a - Utah Revised Business Corporation Act|Part 4 - Name|Section 402 - Reserved name.

 Effective 5/13/2014  16-10a-402. Reserved name.    (1) Any person may apply for the reservation of a name by delivering to the division for filing an application setting forth the name and address of the applicant and the name proposed to be reserved. If the division finds that the name applied for would be available for use as a corporate name under Section 16-10a-401, the division shall reserve the name for the applicant for a 120-day period. Any person which has in effect a reservation of a name permitted by this Subsection may renew the reservation by delivering to the division for filing prior to expiration of the reservation a renewal application for reservation, which complies with the requirements of this Subsection (1). When filed, the renewal application for reservation renews the reservation for a period of 120 days from the date of filing.     (2) The applicant for a reserved name may transfer the reservation to another person by delivering to the division a notice of the transfer signed by the applicant for which the name was reserved and specifying the reserved name, the name of the holder of the name, and the name and address of the transferee.     (3) A name reservation does not authorize the applicant to use the name until:   (a) the name is registered as a trade name under Section 42-2-5;     (b) articles of incorporation which bear the name are filed with the division; or     (c) an application for authority to transact business in this state under the name has been filed with the division pursuant to Part 15, Authority of Foreign Corporation to Transact Business.      Amended by Chapter 189, 2014 General Session
UT Code § 16-10a-403 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 10a - Utah Revised Business Corporation Act|Part 4 - Name|Section 403 - Corporate name -- Limited rights.

16-10a-403. Corporate name -- Limited rights.  The authorization granted by the division to file articles of incorporation under a corporate name or to reserve a name does not:  (1) abrogate or limit the law governing unfair competition or unfair trade practices;     (2) derogate from the common law the principles of equity or the statutes of this state or of the United States with respect to the right to acquire and protect names and trademarks; or     (3) create an exclusive right in geographic or generic terms contained within a name.    Enacted by Chapter 277, 1992 General Session
UT Code § 16-10a-601 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 10a - Utah Revised Business Corporation Act|Part 6 - Shares and Distributions|Section 601 - Authorized shares.

16-10a-601. Authorized shares.    (1) The articles of incorporation shall prescribe the classes of shares and the number of shares of each class that the corporation is authorized to issue. If more than one class of shares is authorized, the articles of incorporation shall prescribe a distinguishing designation for each class, and prior to the issuance of shares of a class the preferences, limitations, and relative rights of that class shall be described in the articles of incorporation. All shares of a class shall have preferences, limitations, and relative rights identical with those of other shares of the same class except to the extent otherwise permitted by this section and Section 16-10a-602.     (2) The articles of incorporation shall authorize:   (a) one or more classes of shares that together have unlimited voting rights; and     (b) one or more classes of shares, which may be the same class or classes as those with voting rights, that together are entitled to receive the net assets of the corporation upon dissolution.       (3) The articles of incorporation may authorize one or more classes of shares and one or more series of shares within any class that:   (a) have special, conditional, or limited voting rights, or no right to vote, except to the extent prohibited by this chapter;     (b) are redeemable or convertible as specified in the articles of incorporation:   (i) at the option of the corporation, the shareholder, or another person or upon the occurrence of a designated event;     (ii) for money, indebtedness, securities, or other property; or     (iii) in a designated amount or in an amount determined in accordance with a designated formula or by reference to extrinsic data or events;       (c) entitle the holders to distributions calculated in any manner, including dividends that may be cumulative, noncumulative, or partially cumulative; or     (d) have preference over any other class or series of shares with respect to distributions, including dividends and distributions upon the dissolution of the corporation.       (4) The description of the designations, preferences, limitations, and relative rights of share classes or series of shares in Subsection (3) is not exhaustive.    Amended by Chapter 378, 2010 General Session
UT Code § 16-10a-603 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 10a - Utah Revised Business Corporation Act|Part 6 - Shares and Distributions|Section 603 - Issued and outstanding shares.

16-10a-603. Issued and outstanding shares.    (1) A corporation may issue the number of shares of each class or series authorized by the articles of incorporation. Shares that are issued are outstanding shares until they are reacquired, redeemed, converted, or cancelled.     (2) The reacquisition, redemption, or conversion of outstanding shares is subject to the limitations of Subsection (3) and to Section 16-10a-640.     (3) At all times that shares of the corporation are outstanding, one or more shares that together have unlimited voting rights and one or more shares that together are entitled to receive the net assets of the corporation upon dissolution shall be outstanding.    Amended by Chapter 378, 2010 General Session
UT Code § 16-10a-604 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 10a - Utah Revised Business Corporation Act|Part 6 - Shares and Distributions|Section 604 - Fractional shares.

16-10a-604. Fractional shares.    (1) A corporation may:   (a) issue fractions of a share or pay in money the value of fractions of a share;     (b) arrange for disposition of fractional shares by the shareholders; or     (c) issue scrip in registered or bearer form entitling the holder to receive a full share upon surrendering enough scrip to equal a full share.       (2) Each certificate representing scrip shall be conspicuously labeled "scrip" and shall contain the information required to be included on a share certificate by Subsections 16-10a-625(2) and (3) and Section 16-10a-627.     (3) The holder of a fractional share is entitled to exercise the rights of a shareholder, including the right to vote, to receive dividends, and to participate in the assets of the corporation upon liquidation. The holder of scrip is not entitled to any of these rights unless the scrip provides for them.     (4) The board of directors may authorize the issuance of scrip subject to any condition considered desirable, including:   (a) that the scrip will become void if not exchanged for full shares before a specified date; and     (b) that the shares for which the scrip is exchangeable may be sold and the proceeds paid to the scripholders.      Amended by Chapter 378, 2010 General Session
UT Code § 16-10a-620 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 10a - Utah Revised Business Corporation Act|Part 6 - Shares and Distributions|Section 620 - Subscriptions for shares.

16-10a-620. Subscriptions for shares.    (1) A subscription for shares entered into before incorporation is irrevocable for six months unless the subscription agreement provides a longer or shorter period or all the subscribers agree or the corporation consents to revocation of the subscription and provided the subscription is not considered revocable under the federal securities laws.     (2) The acceptance by the corporation of a subscription entered into before incorporation and the authorization of the issuance of shares pursuant thereto are subject to Section 16-10a-621.     (3) The board of directors may determine the payment terms of subscriptions for shares that were entered into before incorporation, unless the subscription agreement specifies them. A call for payment by the board of directors shall be uniform so far as practicable as to all shares of the same class or series, unless the subscription agreement specifies otherwise.     (4) Shares issued pursuant to subscriptions entered into before incorporation are fully paid and nonassessable when the corporation receives the consideration specified in the subscription agreement.     (5) If a subscriber defaults in payment of money or property under a subscription agreement entered into before incorporation, the corporation may collect the amount owed as any other debt. Alternatively, unless the subscription agreement provides otherwise, the corporation may rescind the agreement and may sell the shares if the debt remains unpaid more than 20 days after the corporation sends written demand for payment to the subscriber.     (6) A subscription agreement entered into after incorporation is a contract between the subscriber and the corporation subject to Section 16-10a-621.    Amended by Chapter 378, 2010 General Session
UT Code § 16-10a-621 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 10a - Utah Revised Business Corporation Act|Part 6 - Shares and Distributions|Section 621 - Issuance of shares.

16-10a-621. Issuance of shares.    (1) The powers granted in this section to the board of directors may be reserved to the shareholders by the articles of incorporation.     (2) The board of directors may authorize the issuance of shares for consideration consisting of any tangible or intangible property or benefit to the corporation, including cash, promissory notes, services performed, contracts or arrangements for services to be performed, or other securities of the corporation. The terms and conditions of any tangible or intangible property or benefit to be provided in the future to the corporation, including contracts or arrangements for services to be performed, shall be set forth in writing. However, the failure to set forth the terms and conditions in writing does not affect the validity of the issuance of any shares issued for any consideration, or their status as fully paid and nonassessable shares.     (3) Before the corporation issues shares, the board of directors shall determine that the consideration received or to be received for the shares to be issued is adequate. The board of directors' determination regarding the adequacy of consideration for the issuance of shares is conclusive for the purpose of determining whether the shares are validly issued, fully paid, and nonassessable.     (4) When the corporation receives the consideration for which the board of directors authorized the issuance of shares, the shares issued therefor are fully paid and nonassessable.     (5) The corporation may place in escrow shares issued in consideration for contracts or arrangements for future services or benefits or in consideration for a promissory note, or make other arrangements to restrict the transfer of the shares issued for any such consideration, and may credit distributions in respect of the shares against their purchase price, until the services are performed, the note is paid, or the benefits are received. If specified future services are not performed, the note is not paid, or the benefits are not received, the shares escrowed or restricted and the distributions credited may be cancelled in whole or part.     (6) The board of directors may authorize a committee of the board of directors, or an officer of the corporation, to authorize or approve the issuance or sale, or contract for sale of shares, within limits specifically prescribed by the board of directors.    Amended by Chapter 378, 2010 General Session
UT Code § 16-10a-622 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 10a - Utah Revised Business Corporation Act|Part 6 - Shares and Distributions|Section 622 - Liability of shareholders.

16-10a-622. Liability of shareholders.    (1) A purchaser from a corporation of shares issued by the corporation is not liable to the corporation or its creditors with respect to the shares except to pay or provide the consideration for which the issuance of the shares was authorized under Section 16-10a-621 or specified in the subscription agreement under Section 16-10a-620.     (2) Unless otherwise provided in the articles of incorporation, a shareholder or subscriber for shares of a corporation is not personally liable for the acts or debts of the corporation solely by reason of the ownership of the corporation's shares.     (3)   (a) A shareholder of a corporation, when acting solely in the capacity of a shareholder, has no fiduciary duty or other similar duty to any other shareholder of the corporation, including not having a duty of care, loyalty, or utmost good faith.     (b) This Subsection (3) applies to a corporation governed by this chapter, including a public corporation or a closely-held corporation.     (c) This Subsection (3) does not affect any of the following:   (i) liability of a shareholder who receives an improper dividend or distribution, as set forth in Section 16-10a-842;     (ii) liability for an act before incorporation, as set forth in Section 16-10a-204;     (iii) liability of a director or officer of a corporation for breach of a fiduciary duty or other similar duty to shareholders solely in the capacity as a director or officer, regardless of whether the director or officer is a shareholder of the corporation; or     (iv) liability of a director or officer of a corporation for an act, breach, or failure for which liability is set forth in:   (A) Section 16-10a-840;     (B) Section 16-10a-841; or     (C) Section 16-10a-842.          Amended by Chapter 44, 2010 General Session
UT Code § 16-10a-623 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 10a - Utah Revised Business Corporation Act|Part 6 - Shares and Distributions|Section 623 - Share dividends.

16-10a-623. Share dividends.    (1) Unless the articles of incorporation provide otherwise, shares may be issued pro rata and without consideration to the corporation's shareholders or, to the extent and in the manner provided for in the articles of incorporation, to the shareholders of one or more classes or series of shares. An issuance of shares under this subsection is a share dividend.     (2) Shares of one class or series may not be issued as a share dividend in respect of shares of another class or series unless:   (a) the articles of incorporation so authorize;     (b) a majority of the votes entitled to be cast by the outstanding shares of the class or series to be issued approve the issue; or     (c) there are no outstanding shares of the class or series to be issued.       (3) The bylaws or, in the absence of an applicable bylaw, the board of directors may fix a future date as the record date for determining shareholders entitled to a share dividend. If no future date is so fixed, the record date is the date the board of directors authorizes the share dividend.    Enacted by Chapter 277, 1992 General Session
UT Code § 16-10a-624 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 10a - Utah Revised Business Corporation Act|Part 6 - Shares and Distributions|Section 624 - Share options and other rights.

16-10a-624. Share options and other rights.    (1) Subject to any provisions in its articles of incorporation, a corporation may create and issue, whether or not in connection with the issue and sale of any shares or other securities of the corporation, rights or options for the purchase of shares or assets of the corporation. The board of directors shall determine the terms upon which the rights or options are issued, their form and content, and the consideration for which the shares are to be issued.     (2) The terms and conditions of the options or rights may include restrictions or conditions that:   (a) preclude or limit the exercise, transfer, or receipt of the options or rights by any person owning or offering to acquire a specified number or percentage of the outstanding common shares or other securities of the corporation or any transferee of that person; or     (b) invalidate or void the options or rights.       (3) This section applies to all options and rights notwithstanding the date of grant.    Enacted by Chapter 277, 1992 General Session