reglab/housing_qa huggingface dataset:
UT Code § 16-10a-1325 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 10a - Utah Revised Business Corporation Act|Part 13 - Dissenters' Rights|Section 1325 - Payment.

16-10a-1325. Payment.    (1) Except as provided in Section 16-10a-1327, upon the later of the effective date of the corporate action creating dissenters' rights under Section 16-10a-1302, and receipt by the corporation of each payment demand pursuant to Section 16-10a-1323, the corporation shall pay the amount the corporation estimates to be the fair value of the dissenter's shares, plus interest to each dissenter who has complied with Section 16-10a-1323, and who meets the requirements of Section 16-10a-1321, and who has not yet received payment.     (2) Each payment made pursuant to Subsection (1) shall be accompanied by:   (a)   (i)   (A) the corporation's balance sheet as of the end of its most recent fiscal year, or if not available, a fiscal year ending not more than 16 months before the date of payment;     (B) an income statement for that year;     (C) a statement of changes in shareholders' equity for that year and a statement of cash flow for that year, if the corporation customarily provides such statements to shareholders; and     (D) the latest available interim financial statements, if any;       (ii) the balance sheet and statements referred to in Subsection (2)(a)(i) shall be audited if the corporation customarily provides audited financial statements to shareholders;       (b) a statement of the corporation's estimate of the fair value of the shares and the amount of interest payable with respect to the shares;     (c) a statement of the dissenter's right to demand payment under Section 16-10a-1328; and     (d) a copy of this part.      Amended by Chapter 324, 2010 General SessionAmended by Chapter 378, 2010 General Session
UT Code § 16-10a-1326 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 10a - Utah Revised Business Corporation Act|Part 13 - Dissenters' Rights|Section 1326 - Failure to take action.

16-10a-1326. Failure to take action.    (1) If the effective date of the corporate action creating dissenters' rights under Section 16-10a-1302 does not occur within 60 days after the date set by the corporation as the date by which the corporation must receive payment demands as provided in Section 16-10a-1322, the corporation shall return all deposited certificates and release the transfer restrictions imposed on uncertificated shares, and all shareholders who submitted a demand for payment pursuant to Section 16-10a-1323 shall thereafter have all rights of a shareholder as if no demand for payment had been made.     (2) If the effective date of the corporate action creating dissenters' rights under Section 16-10a-1302 occurs more than 60 days after the date set by the corporation as the date by which the corporation must receive payment demands as provided in Section 16-10a-1322, then the corporation shall send a new dissenters' notice, as provided in Section 16-10a-1322, and the provisions of Sections 16-10a-1323 through 16-10a-1328 shall again be applicable.    Enacted by Chapter 277, 1992 General Session
UT Code § 16-10a-1327 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 10a - Utah Revised Business Corporation Act|Part 13 - Dissenters' Rights|Section 1327 - Special provisions relating to shares acquired after announcement of proposed corporate action.

16-10a-1327. Special provisions relating to shares acquired after announcement of proposed corporate action.    (1) A corporation may, with the dissenters' notice given pursuant to Section 16-10a-1322, state the date of the first announcement to news media or to shareholders of the terms of the proposed corporate action creating dissenters' rights under Section 16-10a-1302 and state that a shareholder who asserts dissenters' rights must certify in writing, in or with the payment demand, whether or not he or the person on whose behalf he asserts dissenters' rights acquired beneficial ownership of the shares before that date. With respect to any dissenter who does not certify in writing, in or with the payment demand that he or the person on whose behalf the dissenters' rights are being asserted, acquired beneficial ownership of the shares before that date, the corporation may, in lieu of making the payment provided in Section 16-10a-1325, offer to make payment if the dissenter agrees to accept it in full satisfaction of his demand.     (2) An offer to make payment under Subsection (1) shall include or be accompanied by the information required by Subsection 16-10a-1325(2).    Enacted by Chapter 277, 1992 General Session
UT Code § 16-10a-1328 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 10a - Utah Revised Business Corporation Act|Part 13 - Dissenters' Rights|Section 1328 - Procedure for shareholder dissatisfied with payment or offer.

16-10a-1328. Procedure for shareholder dissatisfied with payment or offer.    (1) A dissenter who has not accepted an offer made by a corporation under Section 16-10a-1327 may notify the corporation in writing of his own estimate of the fair value of his shares and demand payment of the estimated amount, plus interest, less any payment made under Section 16-10a-1325, if:   (a) the dissenter believes that the amount paid under Section 16-10a-1325 or offered under Section 16-10a-1327 is less than the fair value of the shares;     (b) the corporation fails to make payment under Section 16-10a-1325 within 60 days after the date set by the corporation as the date by which it must receive the payment demand; or     (c) the corporation, having failed to take the proposed corporate action creating dissenters' rights, does not return the deposited certificates or release the transfer restrictions imposed on uncertificated shares as required by Section 16-10a-1326.       (2) A dissenter waives the right to demand payment under this section unless he causes the corporation to receive the notice required by Subsection (1) within 30 days after the corporation made or offered payment for his shares.    Enacted by Chapter 277, 1992 General Session
UT Code § 16-10a-1331 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 10a - Utah Revised Business Corporation Act|Part 13 - Dissenters' Rights|Section 1331 - Court costs and counsel fees.

16-10a-1331. Court costs and counsel fees.    (1) The court in an appraisal proceeding commenced under Section 16-10a-1330 shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the costs against the corporation, except that the court may assess costs against all or some of the dissenters, in amounts the court finds equitable, to the extent the court finds that the dissenters acted arbitrarily, vexatiously, or not in good faith in demanding payment under Section 16-10a-1328.     (2) The court may also assess the fees and expenses of counsel and experts for the respective parties, in amounts the court finds equitable:   (a) against the corporation and in favor of any or all dissenters if the court finds the corporation did not substantially comply with the requirements of Sections 16-10a-1320 through 16-10a-1328; or     (b) against either the corporation or one or more dissenters, in favor of any other party, if the court finds that the party against whom the fees and expenses are assessed acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this part.       (3) If the court finds that the services of counsel for any dissenter were of substantial benefit to other dissenters similarly situated, and that the fees for those services should not be assessed against the corporation, the court may award to those counsel reasonable fees to be paid out of the amounts awarded the dissenters who were benefited.    Enacted by Chapter 277, 1992 General Session
UT Code § 16-10a-1401 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 10a - Utah Revised Business Corporation Act|Part 14 - Dissolution|Section 1401 - Authorization of dissolution prior to issuance of shares.

16-10a-1401. Authorization of dissolution prior to issuance of shares.  If a corporation has not yet issued shares, a majority of its directors, or if no directors have been elected or if elected directors are no longer serving, a majority of its incorporators may authorize the dissolution of the corporation.  Enacted by Chapter 277, 1992 General Session
UT Code § 16-10a-1402 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 10a - Utah Revised Business Corporation Act|Part 14 - Dissolution|Section 1402 - Authorization of dissolution after issuance of shares.

16-10a-1402. Authorization of dissolution after issuance of shares.    (1) After shares have been issued, dissolution of a corporation may be authorized in the manner provided in Subsection (2).     (2) For a proposal to dissolve the corporation to be authorized:   (a) the board of directors must recommend dissolution to the shareholders unless the board of directors determines that because of a conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders; and     (b) the shareholders entitled to vote on the proposal must approve the proposal to dissolve as provided in Subsection (5).       (3) The board of directors may condition the effectiveness of the dissolution on any basis.     (4) The corporation shall give notice in accordance with Section 16-10a-705 to each shareholder entitled to vote on the proposal to dissolve, of the proposed shareholders' meeting at which the proposal to dissolve will be voted upon. The notice shall state that the purpose or one of the purposes of the meeting is to consider the proposal to dissolve the corporation.     (5) The proposal to dissolve must be approved by each voting group entitled to vote separately on the proposal, by a majority of all the votes entitled to be cast on the proposal by that voting group, unless a greater vote is required by the articles of incorporation, the initial bylaws or the bylaws amended pursuant to Section 16-10a-1021, or the board of directors acting pursuant to Subsection (3).    Amended by Chapter 378, 2010 General Session
UT Code § 16-10a-1403 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 10a - Utah Revised Business Corporation Act|Part 14 - Dissolution|Section 1403 - Articles of dissolution.

16-10a-1403. Articles of dissolution.    (1) At any time after dissolution is authorized, the corporation may dissolve by delivering to the division for filing articles of dissolution setting forth:   (a) the name of the corporation;     (b) the address of the corporation's principal office or, if none is to be maintained, a statement that the corporation will not maintain a principal office, and, if different from the address of the principal office or if no principal office is to be maintained, the address to which service of process may be mailed pursuant to Section 16-10a-1409;     (c) the date dissolution was authorized;     (d) if dissolution was authorized by the directors or the incorporators pursuant to Section 16-10a-1401, a statement to that effect;     (e) if dissolution was approved by the shareholders pursuant to Section 16-10a-1402:   (i) the number of votes entitled to be cast on the proposal to dissolve by each voting group entitled to vote separately thereon; and     (ii) either the total number of votes cast for and against dissolution by each voting group or the total number of undisputed votes cast for dissolution by each voting group and a statement that the number cast for dissolution was sufficient for approval; and       (f) any additional information the division determines is necessary or appropriate.       (2) A corporation is dissolved upon the effective date of its articles of dissolution.    Enacted by Chapter 277, 1992 General Session
UT Code § 16-10a-1404 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 10a - Utah Revised Business Corporation Act|Part 14 - Dissolution|Section 1404 - Revocation of dissolution.

16-10a-1404. Revocation of dissolution.    (1) A corporation may revoke its dissolution within 120 days after the effective date of the dissolution.     (2) Revocation of dissolution shall be authorized in the same manner as the dissolution was authorized unless, in the case of authorization pursuant to Section 16-10a-1402, that authorization permitted revocation by action of the board of directors alone, in which event the board of directors may revoke the dissolution without shareholder action.     (3) After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the division for filing articles of revocation of dissolution, together with a copy of its articles of dissolution, that set forth:   (a) the name of the corporation;     (b) the effective date of the dissolution that was revoked;     (c) the date that the revocation of dissolution was authorized;     (d) if pursuant to Subsection (2) the corporation's board of directors or incorporators revoked the dissolution authorized under Section 16-10a-1401, a statement to that effect;     (e) if pursuant to Subsection (2) the corporation's board of directors revoked a dissolution approved by the shareholders, a statement that the revocation was permitted by action by the board of directors alone pursuant to that authorization; and     (f) if the revocation of dissolution was approved pursuant to Subsection (2) by the shareholders, the information required by Subsection 16-10a-1403(1)(e).       (4) Revocation of dissolution is effective as provided in Subsection 16-10a-123(1). A provision may not be made for a delayed effective date for revocation pursuant to Subsection 16-10a-123(2).     (5) When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation may carry on its business as if dissolution had never occurred.    Amended by Chapter 378, 2010 General Session
UT Code § 16-10a-1405 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 10a - Utah Revised Business Corporation Act|Part 14 - Dissolution|Section 1405 - Effect of dissolution.

 Effective 5/13/2014  16-10a-1405. Effect of dissolution.    (1) A dissolved corporation continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including:   (a) collecting its assets;     (b) disposing of its properties that will not be distributed in kind to its shareholders;     (c) discharging or making provision for discharging its liabilities;     (d) distributing its remaining property among its shareholders according to their interests; and     (e) doing every other act necessary to wind up and liquidate its business and affairs.       (2) Dissolution of a corporation does not:   (a) transfer title to the corporation's property;     (b) prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation's share transfer records;     (c) subject its directors or officers to standards of conduct different from those prescribed in Part 8, Directors and Officers;     (d) change:   (i) quorum or voting requirements for its board of directors or shareholders;     (ii) provisions for selection, resignation, or removal of its directors or officers or both; or     (iii) provisions for amending its bylaws or its articles of incorporation;       (e) prevent commencement of a proceeding by or against the corporation in its corporate name;     (f) abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or     (g) terminate the authority of the registered agent of the corporation.      Amended by Chapter 189, 2014 General Session
UT Code § 16-10a-1406 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 10a - Utah Revised Business Corporation Act|Part 14 - Dissolution|Section 1406 - Disposition of known claims by notification.

16-10a-1406. Disposition of known claims by notification.    (1) A dissolved corporation may dispose of the known claims against it by following the procedures described in this section.     (2) A dissolved corporation electing to dispose of known claims pursuant to this section may give written notice of the dissolution to known claimants at any time after the effective date of the dissolution. The written notice shall:   (a) describe the information that must be included in a claim;     (b) provide an address to which written notice of any claim must be given to the corporation;     (c) state the deadline, which may not be fewer than 120 days after the effective date of the notice, by which the dissolved corporation must receive the claim; and     (d) state that unless sooner barred by any other state statute limiting actions, the claim will be barred if not received by the deadline.       (3) Unless sooner barred by any other statute limiting actions, a claim against the dissolved corporation is barred if:   (a) a claimant was given notice under Subsection (2) and the claim is not received by the dissolved corporation by the deadline; or     (b) the dissolved corporation delivers to the claimant written notice of rejection of the claim within 90 days after receipt of the claim and the claimant whose claim was rejected by the dissolved corporation does not commence a proceeding to enforce the claim within 90 days after the effective date of the rejection notice.       (4) Claims which are not rejected by the dissolved corporation in writing within 90 days after receipt of the claim by the dissolved corporation shall be considered accepted.     (5) The failure of the dissolved corporation to give notice to any known claimant pursuant to Subsection (2) does not affect the disposition under this section of any claim held by any other known claimant.     (6) For purposes of this section, "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.    Amended by Chapter 378, 2010 General Session
UT Code § 16-10a-1407 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 10a - Utah Revised Business Corporation Act|Part 14 - Dissolution|Section 1407 - Disposition of claims by publication -- Disposition in absence of publication.

16-10a-1407. Disposition of claims by publication -- Disposition in absence of publication.    (1) A dissolved corporation may publish notice of its dissolution and request that persons with claims against the corporation present them in accordance with the notice.     (2) The notice contemplated in Subsection (1) shall:   (a) be published:   (i) one time in a newspaper of general circulation in the county where the dissolved corporation's principal office is or was located or, if it has no principal office in this state, in Salt Lake County; and     (ii) as required in Section 45-1-101;       (b) describe the information that must be included in a claim and provide an address at which any claim must be given to the corporation; and     (c) state that unless sooner barred by any other statute limiting actions, the claim will be barred if an action to enforce the claim is not commenced within five years after the publication of the notice.       (3) If the dissolved corporation publishes a newspaper or website notice in accordance with Subsection (2), then unless sooner barred under Section 16-10a-1406 or under any other statute limiting actions, the claim of any claimant against the dissolved corporation is barred unless the claimant commences an action to enforce the claim against the dissolved corporation within five years after the publication date of the notice.     (4)   (a) For purposes of this section, "claim" means any claim, including claims of this state, whether known, due or to become due, absolute or contingent, liquidated or unliquidated, founded on contract, tort, or other legal basis, or otherwise.     (b) For purposes of this section, an action to enforce a claim includes any civil action, and any arbitration under any agreement for binding arbitration between the dissolved corporation and the claimant.       (5) If a dissolved corporation does not publish a newspaper notice in accordance with Subsection (2), then unless sooner barred under Section 16-10a-1406 or under any other statute limiting actions, the claim of any claimant against the dissolved corporation is barred unless the claimant commences an action to enforce the claim against the dissolved corporation within seven years after the date the corporation was dissolved.    Amended by Chapter 378, 2010 General Session
UT Code § 16-10a-1408 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 10a - Utah Revised Business Corporation Act|Part 14 - Dissolution|Section 1408 - Enforcement of claims against dissolved corporations.

16-10a-1408. Enforcement of claims against dissolved corporations.  A claim may be enforced:  (1) under Section 16-10a-1406 or 16-10a-1407 against the dissolved corporation, to the extent of its undistributed assets; or     (2) against a shareholder of the dissolved corporation, if the assets have been distributed in liquidation; but a shareholder's total liability for all claims under this section may not exceed the total value of assets distributed to him, as that value is determined at the time of distribution. Any shareholder required to return any portion of the value of assets received by him in liquidation shall be entitled to contribution from all other shareholders. The contributions shall be in accordance with the shareholders' respective rights and interests and may not exceed the value of the assets received in liquidation.    Amended by Chapter 79, 1996 General Session
UT Code § 16-10a-1409 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 10a - Utah Revised Business Corporation Act|Part 14 - Dissolution|Section 1409 - Service on dissolved corporation.

16-10a-1409. Service on dissolved corporation.    (1) A dissolved corporation shall either:   (a) maintain a registered agent in this state to accept service of process on its behalf; or     (b) be deemed to have authorized service of process on it by registered or certified mail, return receipt requested, to the address of its principal office, if any, as set forth in its articles of dissolution or as last changed by notice delivered to the division for filing or to the address for service of process that is stated in its articles of dissolution or as last changed by notice delivered to the division for filing.       (2) Service effected pursuant to Subsection (1)(b) is perfected at the earliest of:   (a) the date the dissolved corporation receives the process, notice, or demand;     (b) the date shown on the return receipt, if signed on behalf of the dissolved corporation; or     (c) five days after mailing.       (3) Subsection (1) does not prescribe the only means, or necessarily the required means, of service on a dissolved corporation.    Enacted by Chapter 277, 1992 General Session
UT Code § 16-10a-1420 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 10a - Utah Revised Business Corporation Act|Part 14 - Dissolution|Section 1420 - Grounds for administrative dissolution.

16-10a-1420. Grounds for administrative dissolution.  The division may commence a proceeding under Section 16-10a-1421 for administrative dissolution of a corporation if:  (1) the corporation does not pay when they are due any taxes, fees, or penalties imposed by this chapter or other applicable laws of this state;     (2) the corporation does not deliver a corporate or annual report to the division when it is due;     (3) the corporation is without a registered agent in this state for 30 days or more;     (4) the corporation does not give notice to the division within 30 days that its registered agent has been changed or that its registered agent has resigned; or     (5) the corporation's period of duration stated in its articles of incorporation expires.    Amended by Chapter 364, 2008 General Session