Issued With Shares In Utah
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Issuing shares Unless you indicate differently in your articles of incorporation or by-laws, your corporation's board of directors can generally issue shares whenever it wishes, to whomever it chooses, and for whatever value it decides. Directors can decide to issue shares by majority vote.
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.
To submit the Certificate of Organization, ensure the form is filled out completely and accurately. You can submit the document online via the state's business registration portal, or send it via mail to the Division of Corporations, Utah Department of Commerce, P.O. Box 146705, Salt Lake City, UT 84114-6705.
How to File as an S Corp in Utah in 6 Steps Step 1: Choose a Business Name. Step 2: Appoint Directors and a Registered Agent. Step 3: File Certificate of Organization. Step 4: Create an S Corp Operating Agreement. Step 5: Apply for an Employer Identification Number. Step 6: File Form 2553 for S Corporation Election.
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.
Under Utah common law, shares of water stock are akin to real property. They are generally transferred as appurtenances to land, except when the transfer conflicts with the water company's articles of incorporation.
The rule is a defense to a claim of liability for corporate actions.
Under the business judgment rule, if the plaintiff cannot rebut it, the court presumes that when a business decision was made, the directors of a corporation were acting (1) on an informed basis, (2) in good faith, and (3) in the honest belief that the action taken was in the best interests of the company.
“The rule requires judicial deference to the business judgment of corporate directors so long as there is no fraud or breach of trust, and no conflict of interest.”55 “Thus, 'when the rule's requirements are met, a court will not substitute its judgment for that of the corporation's board of directors.
