STATE STATUTES & CODES
- Alabama
- Alaska
- Arizona
- Arkansas
- California
- Connecticut
- Delaware
- District of Columbia
- Florida
- Georgia
- Hawaii
- Idaho
- Illinois
- Indiana
- Iowa
- Kansas
- Kentucky
- Louisiana
- Maine
- Maryland
- Massachusetts
- Michigan
- Minnesota
- Mississippi
- Missouri
- Montana
- Nebraska
- Nevada
- New Hampshire
- New Jersey
- New Mexico
- New York
- North Carolina
- North Dakota
- Ohio
- Oklahoma
- Oregon
- Pennsylvania
- Rhode Island
- South Carolina
- South Dakota
- Tennessee
- Texas
- Utah
- Vermont
- Virginia
- Washington
- West Virginia
- Wisconsin
- Wyoming
UTAH STATUTES AND CODES
16-10a-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 theshareholders by the articles of incorporation.
(2) The board of directors may authorize the issuance of shares for considerationconsisting 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, orother securities of the corporation. The terms and conditions of any tangible or intangibleproperty or benefit to be provided in the future to the corporation, including contracts orarrangements for services to be performed, shall be set forth in writing. However, the failure toset forth the terms and conditions in writing does not affect the validity of the issuance of anyshares 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 theconsideration received or to be received for the shares to be issued is adequate. The board ofdirectors' determination regarding the adequacy of consideration for the issuance of shares isconclusive for the purpose of determining whether the shares are validly issued, fully paid, andnonassessable.
(4) When the corporation receives the consideration for which the board of directorsauthorized 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 orarrangements for future services or benefits or in consideration for a promissory note, or makeother arrangements to restrict the transfer of the shares issued for any such consideration, andmay credit distributions in respect of the shares against their purchase price, until the services areperformed, the note is paid, or the benefits are received. If specified future services are notperformed, the note is not paid, or the benefits are not received, the shares escrowed or restrictedand 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 anofficer of the corporation, to authorize or approve the issuance or sale, or contract for sale ofshares, within limits specifically prescribed by the board of directors.
(1) The powers granted in this section to the board of directors may be reserved to theshareholders by the articles of incorporation.
(2) The board of directors may authorize the issuance of shares for considerationconsisting 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, orother securities of the corporation. The terms and conditions of any tangible or intangibleproperty or benefit to be provided in the future to the corporation, including contracts orarrangements for services to be performed, shall be set forth in writing. However, the failure toset forth the terms and conditions in writing does not affect the validity of the issuance of anyshares 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 theconsideration received or to be received for the shares to be issued is adequate. The board ofdirectors' determination regarding the adequacy of consideration for the issuance of shares isconclusive for the purpose of determining whether the shares are validly issued, fully paid, andnonassessable.
(4) When the corporation receives the consideration for which the board of directorsauthorized 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 orarrangements for future services or benefits or in consideration for a promissory note, or makeother arrangements to restrict the transfer of the shares issued for any such consideration, andmay credit distributions in respect of the shares against their purchase price, until the services areperformed, the note is paid, or the benefits are received. If specified future services are notperformed, the note is not paid, or the benefits are not received, the shares escrowed or restrictedand 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 anofficer of the corporation, to authorize or approve the issuance or sale, or contract for sale ofshares, within limits specifically prescribed by the board of directors.
Amended by Chapter 378, 2010 General Session
Utah Forms by Issue
Utah Court Forms
Utah Law
Utah Court Map
Tips