reglab/statecodes huggingface dataset:
2023 Utah Code › Title 16 - Corporations › Chapter 10a - Utah Revised Business Corporation Act › Part 18 - Business Combinations › Section 1804 - Scope of part.

Effective 5/9/2017
16-10a-1804.
Scope of part.
This part does not apply to:
(1) a business combination of a domestic corporation that does not have a class of voting stock registered with the Securities and Exchange Commission pursuant to Exchange Act, Sec. 12, 15 U.S.C. Sec. 78l, unless the articles of incorporation provide otherwise;
(2) a business combination of a domestic corporation whose articles of incorporation are amended to provide that the domestic corporation is subject to this part that:
(a) did not have a class of voting stock registered with the Securities and Exchange Commission pursuant to Exchange Act, Sec. 12, 15 U.S.C. Sec. 78l, on the effective date of the amendment; and
(b) is a business combination with an interested shareholder whose stock acquisition date is before the effective date of the amendment;
(3) a business combination of a domestic corporation:
(a) the original articles of incorporation of which contain a provision expressly electing not to be governed by this part;
(b) that adopts an amendment to the corporation's bylaws before December 31, 2017, expressly electing not to be governed by this part; or
(c) that adopts an amendment to the corporation's bylaws, approved by the affirmative vote of a majority of votes of the outstanding voting stock of the corporation, excluding the voting stock of interested shareholders and the interested shareholders' affiliates and associates, expressly electing not to be governed by this part, provided that the amendment to the bylaws:
(i) may not be effective until 18 months after the vote of the corporation's shareholders; and
(ii) may not apply to a business combination of the corporation with an interested shareholder whose stock acquisition date is on or before the effective date of the amendment;
(4) a domestic corporation in the mineral extractive industry, including exploration, development, sand and gravel, mining, smelting, or refining of mineral properties;
(5) any business combination of a domestic corporation with an interested shareholder of the corporation that became an interested shareholder inadvertently, if the interested shareholder:
(a) as soon as practicable, divests itself of a sufficient amount of the voting stock of the corporation so that it no longer is the beneficial owner, directly or indirectly, of 20% or more of the outstanding voting stock of the corporation; and
(b) would not at any time within the five-year period preceding the announcement date with respect to the business combination have been an interested shareholder but for the inadvertent acquisition; or
(6) any business combination with an interested shareholder who was the beneficial owner, directly or indirectly, of 5% or more of the outstanding voting stock of the corporation on May 9, 2017, and remained so to the interested shareholder's stock acquisition date.
Enacted by Chapter 439, 2017 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 10a - Utah Revised Business Corporation Act › Part 18 - Business Combinations › Section 1901 - Definition.

Effective 5/14/2019
16-10a-1901.
Definition.
As used in this part:
(1) "Oppressive conduct" means a continuing course of conduct, a significant action, or a series of actions that substantially interferes with the interests of a shareholder as a shareholder.
(2) "Oppressive conduct" may include:
(a) termination of a shareholder's employment; or
(b) limitations on a shareholder's employment benefits to the extent that the limitations interfere with distributions or other shareholder interests disproportionately as to the affected shareholder.
(3) "Oppressive conduct" does not include an action allowed by an agreement, the corporation's articles of incorporation, the corporation's bylaws, or a consistently applied written corporate policy or procedure.
Enacted by Chapter 272, 2019 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 10a - Utah Revised Business Corporation Act › Part 18 - Business Combinations › Section 1902 - Shareholder cause of action -- Relief.

Effective 5/14/2019
16-10a-1902.
Shareholder cause of action -- Relief.
(1) A shareholder of a closely held corporation who is injured by oppressive conduct may bring a private cause of action against the closely held corporation.
(2)
(a) If a court finds that oppressive conduct toward the shareholder occurred, the court shall order one or more persons described in Subsection (2)(b) to purchase the injured shareholder's shares in the closely held corporation at fair value.
(b) A court may order that any of the following purchase the shares of the shareholder as described in Subsection (2)(a):
(i) the closely held corporation;
(ii) an officer of the closely held corporation;
(iii) a director of the closely held corporation; or
(iv) a shareholder of the closely held corporation that is responsible for the oppressive conduct.
Enacted by Chapter 272, 2019 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 10a - Utah Revised Business Corporation Act › Part 19 - Oppressive Conduct in a Closely Held Corporation › Section 1901 - Definition.

Effective 5/14/2019
16-10a-1901.
Definition.
As used in this part:
(1) "Oppressive conduct" means a continuing course of conduct, a significant action, or a series of actions that substantially interferes with the interests of a shareholder as a shareholder.
(2) "Oppressive conduct" may include:
(a) termination of a shareholder's employment; or
(b) limitations on a shareholder's employment benefits to the extent that the limitations interfere with distributions or other shareholder interests disproportionately as to the affected shareholder.
(3) "Oppressive conduct" does not include an action allowed by an agreement, the corporation's articles of incorporation, the corporation's bylaws, or a consistently applied written corporate policy or procedure.
Enacted by Chapter 272, 2019 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 10a - Utah Revised Business Corporation Act › Part 19 - Oppressive Conduct in a Closely Held Corporation › Section 1902 - Shareholder cause of action -- Relief.

Effective 5/14/2019
16-10a-1902.
Shareholder cause of action -- Relief.
(1) A shareholder of a closely held corporation who is injured by oppressive conduct may bring a private cause of action against the closely held corporation.
(2)
(a) If a court finds that oppressive conduct toward the shareholder occurred, the court shall order one or more persons described in Subsection (2)(b) to purchase the injured shareholder's shares in the closely held corporation at fair value.
(b) A court may order that any of the following purchase the shares of the shareholder as described in Subsection (2)(a):
(i) the closely held corporation;
(ii) an officer of the closely held corporation;
(iii) a director of the closely held corporation; or
(iv) a shareholder of the closely held corporation that is responsible for the oppressive conduct.
Enacted by Chapter 272, 2019 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 10b - Benefit Corporation Act › Part 1 - General Provisions › Section 102 - Application and effect of chapter.

Effective 5/13/2014
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 business corporation that is not a benefit corporation. This chapter does not affect a statute or rule of law that is applicable to a business corporation that is not a benefit corporation.
(3)
(a) Except as otherwise provided in this chapter, Chapter 10a, Utah Revised Business Corporation Act, is applicable to a benefit corporation.
(b) A benefit corporation may be subject simultaneously to this chapter and other chapters of this title, including Chapter 11, Professional Corporation Act.
(c) This chapter controls over Chapter 10a, Utah Revised Business Corporation Act, and Chapter 11, Professional Corporation Act, or other laws.
(4) The articles of incorporation or bylaws of a benefit corporation may not limit, be inconsistent with, or supersede a provision of this chapter.
Enacted by Chapter 394, 2014 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 10b - Benefit Corporation Act › Part 1 - General Provisions › Section 104 - Incorporation of benefit corporation.

Effective 5/13/2014
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.
Enacted by Chapter 394, 2014 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 10b - Benefit Corporation Act › Part 1 - General Provisions › Section 105 - Election of benefit corporation status.

Effective 5/13/2014
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 statement that the corporation is a benefit corporation. To be effective, the amendment must be adopted by at least the minimum status vote.
(2)
(a) Except as provided in Subsection (2)(b), if a domestic entity that is not a benefit corporation is a party to a merger or the exchanging entity in a share exchange and the surviving entity in the merger or share exchange is to be a benefit corporation, the plan of merger or share exchange must be approved by the domestic entity by at least the minimum status vote.
(b) Subsection (2)(a) does not apply in the case of a corporation that is a party to a merger if the shareholders of the corporation are not entitled to vote on the merger pursuant to Section 16-10a-1104.
Enacted by Chapter 394, 2014 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 10b - Benefit Corporation Act › Part 1 - General Provisions › Section 106 - Termination of benefit corporation status.

Effective 5/13/2014
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-105 to be stated in the articles of incorporation of a benefit corporation. To be effective, the amendment must be adopted by at least the minimum status vote.
(2)
(a) Except as provided in Subsection (2)(b), if a plan of merger or share exchange would have the effect of terminating the status of a business corporation as a benefit corporation, the plan must be adopted by at least the minimum status vote to be effective.
(b) Subsection (2)(a) does not apply in the case of a corporation that is a party to a merger if the shareholders of the corporation are not entitled to vote on the merger pursuant to Section 16-10a-1104.
(3) A sale, lease, exchange, or other disposition of all or substantially all of the assets of a benefit corporation, unless the transaction is in the usual and regular course of business, is not effective unless the transaction is approved by at least the minimum status vote.
Enacted by Chapter 394, 2014 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 10b - Benefit Corporation Act › Part 2 - Corporate Purposes › Section 201 - Corporate purposes.

Effective 5/13/2014
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 public benefits that it is the purpose of the benefit corporation to create in addition to its purposes under Section 16-10a-301 and Subsection (1). The identification of a specific public benefit under this Subsection (2) does not limit the purpose of a benefit corporation to create general public benefit under Subsection (1).
(3) The creation of general public benefit and a specific public benefit under Subsections (1) and (2) is considered in the best interests of the benefit corporation.
(4) A benefit corporation may amend its articles of incorporation to add, amend, or delete the identification of a specific public benefit that it is the purpose of the benefit corporation to create. To be effective, the amendment must be adopted by at least the minimum status vote.
(5) A professional corporation that is a benefit corporation does not violate Section 16-11-6 by having the purpose to create general public benefit or a specific public benefit.
Enacted by Chapter 394, 2014 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 10b - Benefit Corporation Act › Part 3 - Accountability › Section 301 - Standard of conduct for directors.

Effective 5/13/2014
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 interests of the benefit corporation:
(a) shall consider the effects of an action or inaction upon:
(i) the shareholders of the benefit corporation;
(ii) the employees and workforce of the benefit corporation, its subsidiaries, and its suppliers;
(iii) the interests of customers as beneficiaries of the general public benefit or specific public benefit purposes of the benefit corporation;
(iv) community and societal factors, including those of each community in which offices or facilities of the benefit corporation, its subsidiaries, or its suppliers are located;
(v) the local and global environment;
(vi) the short-term and long-term interests of the benefit corporation, including benefits that may accrue to the benefit corporation from its long-term plans and the possibility that these interests may be best served by the continued independence of the benefit corporation; and
(vii) the ability of the benefit corporation to accomplish its general public benefit purpose and a specific public benefit purpose; and
(b) may consider other pertinent factors or the interests of any other group that they consider appropriate.
(2)
(a) Subject to Subsection (2)(b), in discharging the duties of their respective positions and in considering the best interests of the benefit corporation, the board of directors, committees of the board of directors, and individual directors of a benefit corporation need not give priority to a particular interest or factor referred to in Subsection (1) over any other interest or factor.
(b) Subsection (2)(a) does not apply if the benefit corporation has stated in its articles of incorporation its intention to give priority to certain interests or factors related to its accomplishment of its general public benefit purpose or of a specific public benefit purpose identified in its articles of incorporation.
(3) The consideration of interests and factors in the manner required by Subsections (1) and (2) does not constitute a violation of Section 16-10a-840.
(4) Except as provided in the articles of incorporation or bylaws, a director is not personally liable for monetary damages for:
(a) an action or inaction in the course of performing the duties of a director under Subsections (1) and (2) if the director performed the duties of office in compliance with Section 16-10a-840 and this section; or
(b) failure of the benefit corporation to pursue or create general public benefit or specific public benefit.
(5) A director does not have a duty to a person that is a beneficiary of the general public benefit purpose or a specific public benefit purpose of a benefit corporation arising from the status of the person as a beneficiary.
Enacted by Chapter 394, 2014 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 10b - Benefit Corporation Act › Part 3 - Accountability › Section 302 - Benefit director.

Effective 5/13/2014
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 addition to the powers, duties, rights, and immunities of the other directors of the benefit corporation, the powers, duties, rights, and immunities provided in this chapter.
(2)
(a) A benefit director shall be elected, and may be removed, in the manner provided by Sections 16-10a-801 through 16-10a-810.
(b) Except as provided in Subsection (6), the benefit director shall be an individual who is independent.
(c) The benefit director may serve as the benefit officer at the same time as serving as the benefit director.
(d) The articles of incorporation or bylaws of a benefit corporation may prescribe additional qualifications of the benefit director not inconsistent with this Subsection (2).
(3) The benefit director shall prepare, and the benefit corporation shall include in the annual benefit report to shareholders required by Section 16-10b-401, the opinion of the benefit director on all of the following:
(a) whether the benefit corporation acted in accordance with its general public benefit purpose and any specific public benefit purpose in all material respects during the period covered by the report;
(b) whether the directors and officers complied with Subsections 16-10b-301(1) and 16-10b-303(1), respectively; and
(c) if, in the opinion of the benefit director, the benefit corporation or its directors or officers failed to act or comply in the manner described in Subsections (3)(a) and (b), a description of the ways in which the benefit corporation or its directors or officers failed to act or comply.
(4) The act or inaction of an individual in the capacity of a benefit director shall constitute for all purposes an act or inaction of that individual in the capacity of a director of the benefit corporation.
(5) Regardless of whether the articles of incorporation or bylaws of a benefit corporation include a provision eliminating or limiting the personal liability of directors authorized by Section 16-10a-841, a benefit director may not be personally liable for an act or omission in the capacity of a benefit director unless the act or omission constitutes self-dealing, willful misconduct, or a knowing violation of law.
(6) The benefit director of a professional corporation does not need to be independent.
Enacted by Chapter 394, 2014 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 10b - Benefit Corporation Act › Part 3 - Accountability › Section 303 - Standard of conduct for officers.

Effective 5/13/2014
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 to a matter; and
(b) it reasonably appears to the officer that the matter may have a material effect on the creation by the benefit corporation of general public benefit or a specific public benefit identified in the articles of incorporation of the benefit corporation.
(2) The consideration of interests and factors in the manner described in Subsection (1) may not constitute a violation of Section 16-10a-831 or 16-10a-840.
(3) Except as provided in the articles of incorporation or bylaws of a benefit corporation, an officer is not personally liable for monetary damages for:
(a) an action or inaction as an officer in the course of performing the duties of an officer under Subsection (1) if the officer performed the duties of the position in compliance with Section 16-10a-831 or 16-10a-840 and this section; or
(b) failure of the benefit corporation to pursue or create general public benefit or specific public benefit.
(4) An officer does not have a duty to a person that is a beneficiary of the general public benefit purpose or a specific public benefit purpose of a benefit corporation arising from the status of the person as a beneficiary.
Enacted by Chapter 394, 2014 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 10b - Benefit Corporation Act › Part 3 - Accountability › Section 304 - Benefit officer.

Effective 5/13/2014
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) by the bylaws; or
(ii) absent controlling provisions in the bylaws, by resolutions or orders of the board of directors; and
(b) the duty to prepare the benefit report required by Section 16-10b-401.
Enacted by Chapter 394, 2014 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 10b - Benefit Corporation Act › Part 3 - Accountability › Section 305 - Right of action.

Effective 5/13/2014
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 benefit set forth in its articles of incorporation; or
(b) violation of an obligation, duty, or standard of conduct under this chapter.
(2) A benefit corporation may not be liable for monetary damages under this chapter for a failure of the benefit corporation to pursue or create general public benefit or a specific public benefit.
(3)
(a) A benefit enforcement proceeding may be commenced or maintained only:
(i) directly by the benefit corporation; or
(ii) derivatively by:
(A) a person or group of persons that owns beneficially or of record at least 2% of the total number of shares of a class or series outstanding at the time of the act or omission complained of;
(B) a director;
(C) a person or group of persons that own beneficially or of record 5% or more of the outstanding equity interests in an entity of which the benefit corporation is a subsidiary at the time of the act or omission complained of; or
(D) other persons as specified in the articles of incorporation or bylaws of the benefit corporation.
(b) A benefit corporation may provide in its articles of incorporation a greater degree of ownership by a person or group of persons than those listed under Subsection (3)(a) to bring a derivative action.
(4) For purposes of this section, a person is the beneficial owner of shares or equity interests if the shares or equity interests are held in a voting trust or by a nominee on behalf of the beneficial owner.
Enacted by Chapter 394, 2014 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 10b - Benefit Corporation Act › Part 4 - Transparency › Section 401 - Preparation of annual benefit report.

Effective 5/13/2014
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 the extent to which general public benefit was created;
(ii)
(A) the ways in which the benefit corporation pursued a specific public benefit that the articles of incorporation state it is the purpose of the benefit corporation to create; and
(B) the extent to which that specific public benefit was created; and
(iii) circumstances that have hindered the creation by the benefit corporation of general public benefit or specific public benefit;
(b) an assessment of the overall social and environmental performance of the benefit corporation against a third-party standard:
(i) applied consistently with the application of that third-party standard in prior benefit reports; or
(ii) accompanied by an explanation of the reasons for an inconsistent application;
(c) the name of the benefit director and the benefit officer, if any, and the address to which correspondence to each of them may be directed;
(d) the statement of the benefit director described in Subsection 16-10b-302(3);
(e) an identification of the third-party standard that will be used to prepare the next benefit report of the benefit corporation and a discussion of:
(i) the process and rationale for selecting that third-party standard and, if it is different from the previous third-party standard used by the benefit corporation, the reasons for the change; and
(ii) any connection between the organization that established the third-party standard, or its directors, officers, or a holder of 5% or more of the governance interests in the organization, and the benefit corporation or its directors, officers, or a holder of 5% or more of the outstanding shares of the benefit corporation, including a financial or governance relationship that might materially affect the credibility of the use of the third-party standard; and
(f) if the benefit corporation has dispensed with, or restricted the discretion or powers of, the board of directors, a description of the persons that exercise the powers, duties, and rights and who have the immunities of the board of directors.
(2) If, during the year covered by a benefit report, a benefit director resigns, refuses to stand for reelection to the position of benefit director, or is removed from the position of benefit director, and the benefit director furnishes the benefit corporation with written correspondence concerning the circumstances surrounding the resignation, refusal, or removal, the benefit report shall include that correspondence as an exhibit.
(3) Neither the benefit report nor the assessment of the performance of the benefit corporation in the benefit report required by Subsection (1)(b) needs to be audited or certified by a third party.
Enacted by Chapter 394, 2014 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 10b - Benefit Corporation Act › Part 4 - Transparency › Section 402 - Availability of annual benefit report.

Effective 5/12/2015
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 time that the benefit corporation delivers another annual report to its shareholders.
(2) A benefit corporation shall post all of its annual benefit reports on the public portion of its Internet website, if any, but financial or proprietary information included in the annual benefit reports may be omitted from the annual benefit reports as posted.
(3) If a benefit corporation does not have an Internet website, the benefit corporation shall provide a copy of its most recent annual benefit report, without charge, to a person that requests a copy, but financial or proprietary information included in the annual benefit report may be omitted from the copy of the benefit report provided.
(4)
(a) At the same time that the benefit corporation files its annual report with the division in accordance with Section 16-10a-1607, the benefit corporation shall deliver the most recent copy of the annual benefit report to the division for filing, but financial or proprietary information included in the annual benefit report may be omitted from the annual benefit report as delivered to the division.
(b) The division shall charge a fee established by the division in accordance with Section 63J-1-504 for filing an annual benefit report.
(c) The benefit corporation shall file the annual benefit report in addition to the annual report required by Section 16-10a-1607.
Amended by Chapter 20, 2015 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 11 - Professional Corporation Act › Section 3 - Purpose of act.

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 personal relationship between the professional person and those he serves.
Enacted by Chapter 20, 1963 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 11 - Professional Corporation Act › Section 4 - Incorporators -- Articles of incorporation.

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) Articles of incorporation under Subsection (1) shall meet the requirements of Title 16, Chapter 10a, Utah Revised Business Corporation Act, and in addition thereto contain the following:
(a) the profession to be practiced through the professional corporation;
(b) the names and street or mailing addresses of all of the original shareholders, directors, and officers of the professional corporation; and
(c) the number of shareholder members of the board of directors may be less than the number of shareholders, except if a corporation has only one shareholder, the board may consist of that shareholder.
Amended by Chapter 242, 2006 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 11 - Professional Corporation Act › Section 5 - Application of Utah Revised Business Corporation Act -- Conflicts.

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 duties, restrictions and liabilities of other corporations, except where inconsistent with this act. This act shall take precedence in the event of any conflict with provisions of Title 16, Chapter 10a, Utah Revised Business Corporation Act or other laws.
Amended by Chapter 6, 1992 Special Session 3
Amended by Chapter 6, 1992 Special Session 3
2023 Utah Code › Title 16 - Corporations › Chapter 11 - Professional Corporation Act › Section 6 - Purpose of professional corporation -- Power to own property and invest funds.

Effective 5/13/2014
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 the specific type of professional service and may not engage in any business other than rendering the professional service that it was organized to render and services ancillary to the specific type of professional service.
(2) Notwithstanding Subsection (1), a professional corporation may:
(a) own real and personal property necessary or appropriate for rendering the type of professional service it was organized to render;
(b) invest its funds in real estate, mortgages, stocks, bonds, and any other type of investments; and
(c) if a benefit corporation, have as a purpose creating a general public benefit and a specific public benefit as provided in Chapter 10b, Benefit Corporation Act.
Amended by Chapter 394, 2014 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 11 - Professional Corporation Act › Section 7 - Issuance of shares of capital stock -- Restrictions.

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 render the same specific professional services as those for which the corporation was organized; or
(b) persons other than those meeting the requirements of Subsection (1)(a) to the extent and in the proportions allowed by the applicable licensing act for the profession for which the corporation is organized.
(2) Any shares issued in violation of this section are void.
Amended by Chapter 261, 2000 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 11 - Professional Corporation Act › Section 8 - Officer, director, or shareholder shall be licensed professional -- Nonlicensed person as secretary or treasurer.

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:
(i) an individual licensed to render the same specific professional services as those for which the corporation is organized; or
(ii) qualified to be an officer, director, or shareholder under the applicable licensing act for the profession for which the corporation is organized.
(b) Notwithstanding Subsection (1)(a), a nonlicensed person may serve as secretary or treasurer of the professional corporation.
(2) For purposes of Subsection (1), professional services are considered the same specific professional services as those for which the corporation is organized if:
(a) the corporation is organized to provide services described in:
(i)Title 58, Chapter 67, Utah Medical Practice Act; or
(ii)Title 58, Chapter 68, Utah Osteopathic Medical Practice Act; and
(b) the officer, director, or shareholder is licensed under either of the chapters listed in Subsection (2)(a).
Amended by Chapter 378, 2010 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 11 - Professional Corporation Act › Section 11 - Authority of regulating boards not restricted or limited.

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 which is within the jurisdiction of such regulating board, notwithstanding that such person is an officer, director, shareholder or employee of a professional corporation and rendering such professional services or engaging in the practice of such profession through such professional corporation.
Enacted by Chapter 20, 1963 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 11 - Professional Corporation Act › Section 13 - Purchase or redemption of shares of disqualified shareholder.

Superseded 7/1/2024
16-11-13.
Purchase or redemption of shares of disqualified shareholder.
(1) 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 provided in the bylaws or by private agreement. In the absence of such a provision in the articles of incorporation, the bylaws, or by private agreement, the professional corporation shall purchase the shares of a shareholder who is not qualified to own shares in the corporation within 90 days after the failure to qualify or disqualification of the shareholder.
(2) The price for shares purchased under this section shall be their reasonable fair value as of the date of failure to qualify or disqualification of the shareholder.
(3) If the corporation fails to purchase shares as required by Subsection (1), any disqualified shareholder or personal representative of a disqualified shareholder may bring an action in the district court of the county in which the principal office or place of practice of the professional corporation is located for the enforcement of this section. The court shall have power to award the plaintiff the reasonable fair value of his shares, or within its jurisdiction, may order the liquidation of the corporation. Further, if the plaintiff is successful in the action, he shall be entitled to recover a reasonable attorney's fee and costs.
(4) The professional corporation shall repurchase shares as required by this section without regard to restrictions upon the repurchase of shares provided by Title 16, Chapter 10a, Utah Revised Business Corporation Act.
Amended by Chapter 261, 2000 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 11 - Professional Corporation Act › Section 13 - Purchase or redemption of shares of disqualified shareholder.

Effective 7/1/2024
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 provided in the bylaws or by private agreement.
(b) In the absence of such a provision in the articles of incorporation, the bylaws, or by private agreement, the professional corporation shall purchase the shares of a shareholder who is not qualified to own shares in the corporation within 90 days after the failure to qualify or disqualification of the shareholder.
(2) The price for shares purchased under this section shall be their reasonable fair value as of the date of failure to qualify or disqualification of the shareholder.
(3)
(a) If the professional corporation fails to purchase shares as required by Subsection (1), any disqualified shareholder or personal representative of a disqualified shareholder may bring an action in a court with jurisdiction under Title 78A, Judiciary and Judicial Administration, for the enforcement of this section.
(b) In an action under Subsection (3)(a), the court may:
(i) award the plaintiff the reasonable fair value of the plaintiff's shares; or
(ii) within the court's jurisdiction, order the liquidation of the professional corporation.
(c) If the plaintiff is successful in the action, the plaintiff is entitled to recover a reasonable attorney's fee and costs.
(4) The professional corporation shall repurchase shares as required by this section without regard to restrictions upon the repurchase of shares provided by Title 16, Chapter 10a, Utah Revised Business Corporation Act.
Amended by Chapter 401, 2023 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 11 - Professional Corporation Act › Section 14 - Annual certificate -- Filing -- Contents -- Filing fee.

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 16-10a-1607, giving the names and residence addresses of all shareholders of the professional corporation as of its anniversary date of incorporation next preceding, and certifying that all of the shareholders are duly licensed to render the same specific professional services as those for which the corporation was organized or otherwise qualify to be shareholders pursuant to the applicable licensing act for the profession for which the corporation was organized.
Amended by Chapter 261, 2000 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 11 - Professional Corporation Act › Section 15 - Incorporation under Utah Revised Business Corporation Act permitted -- Existing corporations may come under Professional Corporation Act.

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, where such persons would be permitted to organize a corporation and perform professional services by means of such corporation in the absence of this act. This act does not apply to any corporation organized by such persons prior to the passage of this act, but any such persons or any such corporation may bring themselves and such corporation within the provisions of this act by amending the articles of incorporation in such a manner as to be consistent with all of the provisions of this act and by affirmatively stating in the amended articles of incorporation that the shareholders have elected to bring the corporation within the provisions of this act.
Amended by Chapter 378, 2010 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 12 - Real Estate Investment Trust Act › Section 2 - Definition of real estate investment trust.

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 section of any subsequent internal revenue code as may be applicable to organizations described in Public Law 86-779.
Enacted by Chapter 114, 1965 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 12 - Real Estate Investment Trust Act › Section 3 - Declaration of trust -- Filing fee.

16-12-3.
Declaration of trust -- Filing fee.
An original and one copy of the declaration of trust of a real estate investment trust shall be delivered to the Division of Corporations and Commercial Code, and the division shall endorse on the original and one copy the word "filed." The Division of Corporations and Commercial Code shall file the original in the division's office, and shall return the copy to the trustees or their representatives. The Division of Corporations and Commercial Code may charge a fee pursuant to Section 63J-1-504 for the filing.
Amended by Chapter 183, 2009 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 12 - Real Estate Investment Trust Act › Section 4 - Powers of real estate investment trust.

16-12-4.
Powers of real estate investment trust.
A real estate investment trust shall have power to sue and be sued, in its trust name, and to acquire title, lease, mortgage, convey or otherwise deal with real and personal property, or any interest therein in its trust name.
Enacted by Chapter 114, 1965 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 12 - Real Estate Investment Trust Act › Section 5 - Limited liability of shareholders or beneficiaries.

16-12-5.
Limited liability of shareholders or beneficiaries.
The shareholders or beneficiaries of a real estate investment trust are not, as such, personally liable for obligations of the real estate investment trust, and shall be under no obligation to the trust or its creditors with respect to such shares or interest other than the obligation to pay the trust the full amount of consideration for which such shares were issued or to be issued.
Amended by Chapter 378, 2010 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 12 - Real Estate Investment Trust Act › Section 6 - Trustee governed by declaration of trust -- Liability.

16-12-6.
Trustee governed by declaration of trust -- Liability.
A trustee of a real estate investment trust shall be governed by all the provisions of the declaration of trust and is not liable for any claims or damages that may result from his acts in the discharge of any duty imposed or power conferred upon him by the trust, if he exercises ordinary care, and acts in good faith, but shall be liable for his own willful misfeasance or malfeasance. Persons dealing with the trust through the trustees or agents shall look to the trust estate for performance of obligations.
Amended by Chapter 378, 2010 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 13 - Business Development Corporations › Section 1 - Organization of development corporations under Utah Revised Business Corporation Act -- Corporate name.

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 Act, and all the rights, privileges, and powers and all the duties and obligations of such corporations and of the officers and stockholders thereof shall be as provided in Title 16, Chapter 10a, Utah Revised Business Corporation Act, except as otherwise provided in this act. The name of any corporation organized in accordance with the provisions of this act shall include the words "business development corporation."
Amended by Chapter 6, 1992 Special Session 3
Amended by Chapter 6, 1992 Special Session 3
2023 Utah Code › Title 16 - Corporations › Chapter 13 - Business Development Corporations › Section 2 - Definitions.

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 "lender" means any person, partnership, association, corporation including any financial institution and any corporation, agency or instrumentality organized or authorized by an act of Congress which lends money to a corporation organized in accordance with this act upon its call and in accordance with the provisions of this chapter.
(3) The words "loan limit" mean for any lender the total of the maximum amount prescribed to be outstanding at one time on loans made by such lender to a corporation organized under this act and the amount of the investment in the capital stock of such corporation then held by such lender, as determined under the provisions of this act, and the amount of the investment in the capital stock of such corporation then held by such lender, as determined under the provisions of this act.
(4) The words "development corporation" means a corporation organized in accordance with the provisions of this act.
Amended by Chapter 55, 1979 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 13 - Business Development Corporations › Section 3 - Purposes of development corporation.

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, from time to time, shall become lenders thereto, to develop and advance the business prosperity and economic welfare of the state and its citizens; to encourage and assist in the location of new business and industry in the state and to rehabilitate existing business and industry; to stimulate and assist in the expansion of all kinds of business activity which will tend to promote the business development and maintain the economic stability of the state, provide maximum opportunities for employment, encourage thrift and improve the standard of living of the citizens of the state; to cooperate and act in conjunction with other organizations, public or private, the objects of which are the promotion and advancement of industrial, commercial, agricultural and recreational developments in the state; to furnish either equity capital, debt capital, or both, to approved and deserving applicants for the promotion, development and conduct of all kinds of business activity in the state, thereby establishing a source of capital and credit not otherwise readily available for such purposes.
Amended by Chapter 55, 1979 General Session