16-10a-622 - Liability of shareholders. - Utah Statutes

16-10a-622. Liability of shareholders.
(1) A purchaser from a corporation of shares issued by the corporation is not liable to thecorporation or its creditors with respect to the shares except to pay or provide the considerationfor which the issuance of the shares was authorized under Section 16-10a-621 or specified in thesubscription agreement under Section 16-10a-620.
(2) Unless otherwise provided in the articles of incorporation, a shareholder or subscriberfor shares of a corporation is not personally liable for the acts or debts of the corporation solelyby reason of the ownership of the corporation's shares.
(3) (a) A shareholder of a corporation, when acting solely in the capacity of ashareholder, has no fiduciary duty or other similar duty to any other shareholder of thecorporation, 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 apublic 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 setforth 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 orother similar duty to shareholders solely in the capacity as a director or officer, regardless ofwhether 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 forwhich 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