reglab/statecodes huggingface dataset:
2023 Utah Code › Title 16 - Corporations › Chapter 10a - Utah Revised Business Corporation Act › Part 1 - General Provisions › Section 123 - Effective time and date of filed documents.

16-10a-123.
Effective time and date of filed documents.
(1) Except as provided in Subsections (2) and 16-10a-124(4), a document submitted to the division for filing under this chapter shall be considered effective at the time of filing on the date it is filed, as evidenced by the division's endorsement on the document as described in Subsection 16-10a-125(2).
(2) Unless otherwise provided in this chapter, a document, other than an application for a reserved or registered name, may specify conspicuously on its face a delayed effective time or date, or both an effective time and date, and if it does so, the document becomes effective as specified.
(a) If a delayed effective time but no date is specified, the document is effective on the date it is filed, as that date is specified in the division's time and date endorsement on the document, at the later of the time specified on the document as its effective time or the time specified in the time and date endorsement.
(b) If a delayed effective date but no time is specified, the document is effective at the close of business on that date.
(c) A delayed effective date for a document may not be later than the ninetieth day after the date it is filed. If a document specifies a delayed effective date that is later than the ninetieth day after the document is filed, the document is effective on the ninetieth day after it is filed.
(3) If a document specifies a delayed effective date pursuant to Subsection (2), the document may be prevented from becoming effective by delivering to the division, prior to the specified effective date of the document, a certificate of withdrawal, executed on behalf of the same domestic or foreign corporation originally submitting the document for filing, in the same manner as the document being withdrawn, stating:
(a) that the document has been revoked by appropriate corporate action or by court order or decree pursuant to Section 16-10a-1008 and is void; and
(b) in the case of a court order or decree pursuant to Section 16-10a-1008, that the court order or decree was entered by a court having jurisdiction of the proceeding for the reorganization of the corporation under a specified statute of the United States.
Enacted by Chapter 277, 1992 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 10a - Utah Revised Business Corporation Act › Part 1 - General Provisions › Section 124 - Correcting filed documents.

16-10a-124.
Correcting filed documents.
(1) A domestic or foreign corporation may correct a document filed with the division if the document:
(a) contains an incorrect statement; or
(b) was defectively executed, attested, sealed, verified, or acknowledged.
(2) A document is corrected by delivering to the division for filing articles of correction that:
(a) describe the document, including its filing date, or have a copy of it attached to the articles of correction;
(b) specify the incorrect statement and the reason it is incorrect or the manner in which the execution, attestation, sealing, verification, or acknowledgement was defective; and
(c) correct the incorrect statement or defective execution, attestation, sealing, verification, or acknowledgement.
(3) Articles of correction may be executed by any person designated in Section 16-10a-120(6), or by any person who executed the document that is corrected.
(4) Articles of correction are effective on the effective date of the document they correct except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, articles of correction are effective when filed.
Enacted by Chapter 277, 1992 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 10a - Utah Revised Business Corporation Act › Part 1 - General Provisions › Section 125 - Filing duty of division.

16-10a-125.
Filing duty of division.
(1) If a document delivered to the division for filing satisfies the requirements of Section 16-10a-120, the division shall file it.
(2) The division files a document by stamping or otherwise endorsing "Filed" together with the name of the division and the date and time of acceptance for filing on both the document and the accompanying copy. After filing a document, except as provided in Sections 16-10a-1510 and 16-10a-1608, the division shall deliver the accompanying copy, with the receipt for any filing fees, to the domestic or foreign corporation for which the filing is made, or its representative, at the address indicated on the filing, or at the address the division determines to be appropriate.
(3) If the division refuses to file a document, it shall return the document to the person requesting the filing within 10 days after the document was delivered to the division, together with a written notice providing a brief explanation of the reason for the refusal.
(4) The division's duty to file documents under this section is ministerial. Except as otherwise specifically provided in this chapter, the division's filing or refusal to file a document does not:
(a) affect the validity or invalidity of the document in whole or part;
(b) relate to the correctness or incorrectness of information contained in the document; or
(c) create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect.
Amended by Chapter 364, 2008 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 10a - Utah Revised Business Corporation Act › Part 1 - General Provisions › Section 126 - Appeal from division's refusal to file document.

Superseded 7/1/2024
16-10a-126.
Appeal from division's refusal to file document.
(1) If the division refuses to file a document delivered to it for filing, the domestic or foreign corporation for which the filing was requested, or its representative, within 30 days after the effective date of the notice of refusal given by the division pursuant to Subsection 16-10a-125(3), may appeal the refusal to the district court of the county where the corporation's principal office is or will be located, or if there is none in this state, the county where its registered office is or will be located. The appeal is commenced by petitioning the court to compel the filing of the document and by attaching to the petition a copy of the document and the division's notice of refusal.
(2) The court may summarily order the division to file the document or take other action the court considers appropriate.
(3) The court's final decision may be appealed as in any other civil proceedings.
Enacted by Chapter 277, 1992 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 10a - Utah Revised Business Corporation Act › Part 1 - General Provisions › Section 126 - Petition for review of division's refusal to file document.

Effective 7/1/2024
16-10a-126.
Petition for review of division's refusal to file document.
(1)
(a) If the division refuses to file a document delivered to the division for filing, the domestic or foreign corporation for which the filing was requested, or the corporation's representative, may petition a court with jurisdiction under Title 78A, Judiciary and Judicial Administration, to compel the filing of the document.
(b) A domestic or foreign corporation, or the corporation's representative, shall file a petition under Subsection (1)(a) within 30 days after the day on which the division gives notice of the refusal under Subsection 16-10a-125(3).
(c) The petition under Subsection (1)(a) shall include a copy of the document and the division's notice of refusal.
(2) If a petition is filed under Subsection (1), the court may summarily order the division to file the document or take other action the court considers appropriate.
(3) The court's final decision is appealable as in any other civil proceedings.
Amended by Chapter 401, 2023 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 10a - Utah Revised Business Corporation Act › Part 1 - General Provisions › Section 127 - Evidentiary effect of copy of filed document.

16-10a-127.
Evidentiary effect of copy of filed document.
A certificate attached to a copy of a document filed by the division, or an endorsement, seal, or stamp placed on the copy, which certificate, endorsement, seal, or stamp bears the signature of the director of the division, or a facsimile of the director's signature, and the seal of the division, is conclusive evidence that the original document has been filed with the division.
Enacted by Chapter 277, 1992 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 10a - Utah Revised Business Corporation Act › Part 1 - General Provisions › Section 128 - Certificates issued by the division.

16-10a-128.
Certificates issued by the division.
(1) Anyone may apply to the division for a certificate of existence for a domestic corporation, a certificate of authorization for a foreign corporation, or a certificate that sets forth any facts of record in the office of the division.
(2) A certificate of existence or authorization sets forth:
(a) the domestic corporation's corporate name or the foreign corporation's corporate name registered in this state;
(b) that:
(i) the domestic corporation is duly incorporated under the law of this state and the date of its incorporation; or
(ii) the foreign corporation is authorized to transact business in this state;
(c) that all fees, taxes, and penalties owed to this state have been paid, if:
(i) payment is reflected in the records of the division; and
(ii) nonpayment affects the existence or authorization of the domestic or foreign corporation;
(d) that its most recent annual report required by Section 16-10a-1607 has been filed by the division;
(e) that articles of dissolution have not been filed; and
(f) other facts of record in the office of the division that may be requested by the applicant.
(3) Subject to any qualification stated in the certificate, a certificate issued by the division may be relied upon as conclusive evidence of the facts set forth in the certificate.
Enacted by Chapter 277, 1992 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 10a - Utah Revised Business Corporation Act › Part 1 - General Provisions › Section 129 - Penalty for signing false documents.

16-10a-129.
Penalty for signing false documents.
(1) A person commits an offense if he signs a document knowing it to be false in any material respect, with intent that the document be delivered to the division for filing.
(2) An offense under this section is a class A misdemeanor punishable by a fine not to exceed $2,500.
Enacted by Chapter 277, 1992 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 10a - Utah Revised Business Corporation Act › Part 2 - Incorporation › Section 201 - Incorporators.

16-10a-201.
Incorporators.
One or more persons may act as incorporators of a corporation by delivering to the division for filing articles meeting the requirements of Section 16-10a-202. An incorporator who is a natural person shall be at least 18 years old.
Amended by Chapter 378, 2010 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 10a - Utah Revised Business Corporation Act › Part 2 - Incorporation › Section 202 - Articles of incorporation.

16-10a-202.
Articles of incorporation.
(1) The articles of incorporation shall set forth:
(a) the purpose or purposes for which the corporation is organized;
(b) a corporate name for the corporation that satisfies the requirements of Section 16-10a-401;
(c) the number of shares the corporation is authorized to issue;
(d) the information required by Section 16-10a-601 with respect to each class of shares the corporation is authorized to issue;
(e) the information required by Subsection 16-17-203(1); and
(f) the name and address of each incorporator.
(2) The articles of incorporation may set forth:
(a) the names and addresses of the individuals who are to serve as the initial directors;
(b) provisions not inconsistent with law regarding:
(i) managing the business and regulating the affairs of the corporation;
(ii) defining, limiting, and regulating the powers of the corporation, its board of directors, and its shareholders;
(iii) a par value for authorized shares or classes of shares; and
(iv) the imposition of personal liability on shareholders for the debts of the corporation to a specified extent and upon specified conditions; and
(c) any provision that under this chapter is permitted to be in the articles of incorporation or required or permitted to be set forth in the bylaws including elective provisions which, to be effective, shall be included in the articles of incorporation, as provided in this chapter.
(3) It shall be sufficient under Subsection (1)(a) to state, either alone or with other purposes, that the purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under this chapter, and by such statement all lawful acts and activities shall be within the purposes of the corporation, except for express limitations, if any.
(4) The articles of incorporation need not set forth any of the corporate powers enumerated in this chapter.
(5) The articles of incorporation shall be signed by each incorporator and meet the filing requirements of Section 16-10a-120.
(6)
(a) If this chapter conditions any matter upon the presence of a provision in the bylaws, the condition is satisfied if the provision is present either in the articles of incorporation or the bylaws.
(b) If this chapter conditions any matter upon the absence of a provision in the bylaws, the condition is satisfied only if the provision is absent from both the articles of incorporation and the bylaws.
Amended by Chapter 43, 2010 General Session
Amended by Chapter 378, 2010 General Session
2023 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
2023 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
2023 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
2023 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
2023 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
2023 Utah Code › Title 16 - Corporations › Chapter 10a - Utah Revised Business Corporation Act › Part 3 - Purposes and Powers › Section 303 - Ultra vires.

Superseded 7/1/2024
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
2023 Utah Code › Title 16 - Corporations › Chapter 10a - Utah Revised Business Corporation Act › Part 3 - Purposes and Powers › Section 303 - Ultra vires.

Effective 7/1/2024
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 an action by a shareholder against the corporation to enjoin the act;
(b) in an action 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 an action by the attorney general under Section 16-10a-1430.
(3) In a shareholder's action 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.
Amended by Chapter 401, 2023 General Session
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 Utah Code › Title 16 - Corporations › Chapter 10a - Utah Revised Business Corporation Act › Part 6 - Shares and Distributions › Section 625 - Form and content of certificates.

16-10a-625.
Form and content of certificates.
(1) Shares may but need not be represented by certificates. Unless this chapter or another applicable statute expressly provides otherwise, the rights and obligations of shareholders are not affected by whether or not their shares are represented by certificates.
(2) Each share certificate shall state on its face:
(a) the name of the issuing corporation and that it is organized under the laws of this state;
(b) the name of the person to whom the certificate is issued; and
(c) the number and class of shares and the designation of the series, if any, the certificate represents.
(3) If the issuing corporation is authorized to issue different classes of shares or different series within a class, the designations, preferences, limitations, and relative rights applicable to each class, the variations in preferences, limitations, and relative rights determined for each series, and the authority of the board of directors to determine variations for any existing or future class or series, shall be summarized on the front or back of each share certificate. Alternatively, each certificate may state conspicuously on its front or back that the corporation will furnish the shareholder this information on request in writing and without charge.
(4) Each share certificate:
(a) shall be signed by two officers designated in the bylaws or by the board of directors;
(b) may bear the corporate seal or its facsimile; and
(c) may contain any other information as the corporation considers necessary or appropriate.
(5) The signatures of the officers upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent, or registered by a registrar, other than the corporation itself or an employee of the corporation.
(6) In case any officer who has signed or whose facsimile signature has been placed upon a certificate ceases to be an officer before the certificate is issued, the certificate may be issued by the corporation with the same effect as if the person were an officer at the date of its issue.
Amended by Chapter 378, 2010 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 10a - Utah Revised Business Corporation Act › Part 6 - Shares and Distributions › Section 626 - Shares without certificates.

16-10a-626.
Shares without certificates.
(1) Unless the articles of incorporation or bylaws provide otherwise, the board of directors of a corporation may authorize the issuance of some or all of the shares of any or all of its classes or series without certificates. The authorization does not affect shares already represented by certificates until they are surrendered to the corporation.
(2) Within a reasonable time after the issuance or transfer of shares without certificates, the corporation shall send the shareholder a written statement of the information required on certificates by Subsections 16-10a-625(2) and (3), and, if applicable, Section 16-10a-627.
Enacted by Chapter 277, 1992 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 10a - Utah Revised Business Corporation Act › Part 6 - Shares and Distributions › Section 627 - Restrictions on transfer or registration of shares or other securities.

16-10a-627.
Restrictions on transfer or registration of shares or other securities.
(1) The articles of incorporation, the bylaws, an agreement among shareholders, or an agreement between one or more shareholders and the corporation may impose restrictions on the transfer or registration of transfer of shares of the corporation. A restriction does not affect shares issued before the restriction was adopted unless the holders of the shares are parties to the restriction agreement or voted in favor of the restriction or otherwise consented to the restriction.
(2) A restriction on the transfer or registration of transfer of shares is valid and enforceable against the holder or a transferee of the holder if the restriction is authorized by this section and its existence is noted conspicuously on the front or back of the certificate, or if the restriction is contained in the information statement required by Subsection 16-10a-626(2). Unless so noted, a restriction is not enforceable against a person without knowledge of the restriction.
(3) A restriction on the transfer or registration of transfer of shares is authorized:
(a) to maintain the corporation's status when it is dependent on the number or identity of its shareholders;
(b) to preserve entitlements, benefits, or exemptions under federal, state, or local laws; and
(c) for any other reasonable purpose.
(4) A restriction on the transfer or registration of transfer of shares may:
(a) obligate the shareholder first to offer to the corporation or other persons, separately, consecutively, or simultaneously, an opportunity to acquire the restricted shares;
(b) obligate the corporation or other persons, separately, consecutively, or simultaneously, to acquire the restricted shares;
(c) require, as a condition to a transfer or registration, that any one or more persons, including the corporation or any of its shareholders, approve the transfer or registration, if the requirement is not manifestly unreasonable; or
(d) prohibit the transfer or the registration of a transfer of the restricted shares to designated persons or classes of persons, if the prohibition is not manifestly unreasonable.
(5) The description of the restrictions on the transfer or registration of transfer of shares in Subsection (4) is not exhaustive.
(6) For purposes of this section, "shares" includes a security convertible into or carrying a right to subscribe for or acquire shares.
Enacted by Chapter 277, 1992 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 10a - Utah Revised Business Corporation Act › Part 6 - Shares and Distributions › Section 628 - Expense of issue.

16-10a-628.
Expense of issue.
A corporation may pay the expenses of selling or underwriting its shares, and of incorporating, organizing, or reorganizing the corporation from the consideration received for shares.
Enacted by Chapter 277, 1992 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 10a - Utah Revised Business Corporation Act › Part 6 - Shares and Distributions › Section 630 - Shareholders' preemptive rights.

16-10a-630.
Shareholders' preemptive rights.
(1) Subject to the provisions of Subsection 16-10a-1704(3), the shareholders of a corporation do not have a preemptive right to acquire the corporation's unissued shares except to the extent the articles of incorporation so provide.
(2) A statement included in the articles of incorporation that "the corporation elects to have preemptive rights," or words of similar import, means that the following principles apply except to the extent the articles of incorporation expressly provide otherwise:
(a) Upon the decision of the board of directors to issue shares, the shareholders of the corporation have a preemptive right, subject to any uniform terms and conditions prescribed by the board of directors, to provide a fair and reasonable opportunity to exercise the right, to acquire a number of the shares proposed to be issued in an amount proportional to their percentage ownership of the corporation's outstanding shares.
(b) A shareholder may waive a preemptive right. A waiver evidenced by a writing is irrevocable even though it is not supported by consideration.
(c) There is no preemptive right with respect to:
(i) shares issued as compensation for services to directors, officers, agents, or employees of the corporation, its subsidiaries, or affiliates;
(ii) shares issued to satisfy conversion or option rights created to provide compensation for services to directors, officers, agents, or employees of the corporation, its subsidiaries, or affiliates;
(iii) shares issued within six months from the effective date of incorporation; or
(iv) shares sold otherwise than for cash.
(d) Holders of shares of any class without general voting rights but with preferential rights to distributions have no preemptive rights with respect to shares of any other class.
(e) Holders of shares of any class with general voting rights but without preferential rights to distributions have no preemptive rights with respect to shares of any class without general voting rights but with preferential rights to distributions unless the shares without general voting rights but with preferential rights are convertible into or carry a right to subscribe for or acquire shares with general voting rights or without preferential rights.
(f) Shares subject to preemptive rights that are not acquired by shareholders may be issued to any person for a period of one year after being offered to shareholders pursuant to the preemptive rights, at a consideration set by the board of directors that is not lower than the consideration set for the exercise of preemptive rights. An offer at a lower consideration or after the expiration of the one year period is subject to the shareholders' preemptive rights.
(3) For purposes of this section, "shares" includes a security convertible into or carrying a right to subscribe for or acquire shares.
Enacted by Chapter 277, 1992 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 10a - Utah Revised Business Corporation Act › Part 6 - Shares and Distributions › Section 631 - Corporation's acquisition of its own shares.

16-10a-631.
Corporation's acquisition of its own shares.
(1) A corporation may acquire its own shares and shares so acquired constitute authorized but unissued shares.
(2) If the articles of incorporation prohibit the reissuance of acquired shares:
(a) the number of authorized shares is reduced by the number of shares acquired by the corporation, effective upon amendment of the articles of incorporation; and
(b) as provided in Section 16-10a-1002, the board of directors may adopt an amendment to the articles of incorporation under Subsection (2)(a) without shareholder action in order to reduce the number of authorized shares by an amount equal to the number of shares acquired by the corporation.
(3) A corporation amending its articles of incorporation pursuant to Subsection (2) shall deliver to the division for filing articles of amendment setting forth:
(a) the name of the corporation;
(b) the reduction in the number of authorized shares, itemized by class and series;
(c) the total number of authorized shares, itemized by class and series, remaining after reduction of the shares; and
(d) a statement that the amendment was adopted by the board of directors without shareholder action and that shareholder action was not required.
Enacted by Chapter 277, 1992 General Session
2023 Utah Code › Title 16 - Corporations › Chapter 10a - Utah Revised Business Corporation Act › Part 6 - Shares and Distributions › Section 641 - Unclaimed distributions.

16-10a-641.
Unclaimed distributions.
If a corporation has mailed three successive distributions to a shareholder addressed to the shareholder's address shown on the corporation's current record of shareholders and the distributions have been returned as undeliverable, no further attempt to deliver distributions to the shareholder need be made until another address for the shareholder is made known to the corporation, at which time all distributions accumulated by reason of this section shall, except as otherwise provided by law, be mailed to the shareholder at the other address.
Enacted by Chapter 277, 1992 General Session