Corporate Resolution Without Meeting In Utah
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FAQ
Corporate resolutions are a legal necessity for corporations. Whenever your company makes a major decision, such as acquiring another business, selling a significant asset, or changing its leadership, a corporate resolution must document that decision.
Removal of directors. Directors elected by voting members or directors may be removed as provided in Subsections (1)(a) through (f). The voting members may remove one or more directors elected by them with or without cause unless the bylaws provide that directors may be removed only for cause.
Authorized shares. 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.
(1) A nonprofit corporation shall keep as permanent records: (a) minutes of all meetings of its members and board of directors; (b) a record of all actions taken by the members or board of directors without a meeting; (c) a record of all actions taken by a committee of the board of directors in place of the board of ...
Record of closed meetings. may keep detailed written minutes that disclose the content of the closed portion of the meeting. A recording of a closed meeting shall be complete and unedited from the commencement of the closed meeting through adjournment of the closed meeting.
Most management actions are protected from judicial scrutiny by the business judgement rule: absent bad faith, fraud, or breach of a fiduciary duty, the judgement of the managers of a corporation is conclusive.
A mandated reporter is a person who is legally required to ensure a report is made when abuse is observed or suspected. The state of Utah designates a Mandatory Reporter as “any person who has reason to believe that a child has been subjected to abuse or neglect” (Utah Code Ann. §62A-4a-403).
Corporate records. A corporation shall maintain appropriate accounting records. that shows the address of and the number of shares of each class and series held by each shareholder. A corporation shall maintain its records in written form or in any form capable of conversion into written form within a reasonable time.
An S corporation is not subject to Utah income tax. However, shareholders are liable for Utah income tax in their separate or individual capacities.
Every C corporation incorporated in Utah (domestic), qualified in Utah (foreign), or doing business in Utah, whether qualified or not, must file a corporate franchise tax return. C corpora- tion returns are filed on form TC-20.
