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 […]
16-10a-602. Terms of class or series determined by board of directors. (1) If the articles of incorporation so provide, the board of directors, without shareholder action but subject to any limitations and restrictions stated in the articles of incorporation, may amend the corporation’s articles of incorporation pursuant to the authority granted to the board of […]
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 […]
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 […]
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. […]
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 […]
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 […]
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 […]
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 […]
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) […]
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 […]
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 […]
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
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 […]
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 […]
16-10a-640. Distributions to shareholders. (1) A board of directors may authorize and the corporation may make distributions to its shareholders subject to any restriction in the articles of incorporation and the limitations in Subsection (3). (2) The bylaws or, in the absence of an applicable bylaw, the board of directors may fix a future date […]
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 […]
