Utah Proposal to decrease authorized common and preferred stock

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Multi-State
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US-CC-3-118
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Word; 
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This sample form, a detailed Proposal to Decrease Authorized Common and Preferred Stock document, is a model for use in corporate matters. The language is easily adapted to fit your specific circumstances. Available in several standard formats.
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FAQ

With preferred stock, the dividend is fixed. It's paid out first, before dividends on common stock can be calculated. Dividends on common stock are paid second and depend on how they're set up by the corporation's board. They may be paid out quarterly or whenever the board of directors declares a dividend payout.

A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, and a record of all actions taken on behalf of the corporation by a committee of the board of directors in place of ...

There are usually two types of stocks that a C corporation could issue: common stocks and preferred stocks.

Definition. "Oppressive conduct" means a continuing course of conduct, a significant action, or a series of actions that substantially interferes with the interests of a shareholder as a shareholder.

Usually, bondholders are paid out first, and common shareholders are paid out last. Because preferred shares are a combination of both bonds and common shares, preferred shareholders are paid out after the bond shareholders but before the common stockholders.

Liability of shareholders. A shareholder of a corporation, when acting solely in the capacity of a shareholder, has no fiduciary duty or other similar duty to any other shareholder of the corporation, including not having a duty of care, loyalty, or utmost good faith.

16-10a-1501 Authority to transact business required. This applies to foreign corporations that conduct a business governed by other statutes of this state only to the extent this part is not inconsistent with those other statutes.

16-10a-601 Authorized shares. All shares of a class shall have preferences, limitations, and relative rights identical with those of other shares of the same class except to the extent otherwise permitted by this section and Section 16-10a-602.

The main difference between preferred and common stock is that preferred stock gives no voting rights to shareholders while common stock does. Preferred shareholders have priority over a company's income, meaning they are paid dividends before common shareholders.

What is the difference between preferred and common stock? Preferred stock has no voting privileges but common stock does. Preferred stock has their stock holders get paid first. Common stock pays their dividend after preferred stock holders.

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Utah Proposal to decrease authorized common and preferred stock