Utah Code 16-10a-601. Authorized shares
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(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. If more than one class of shares is authorized, the articles of incorporation shall prescribe a distinguishing designation for each class, and prior to the issuance of shares of a class the preferences, limitations, and relative rights of that class shall be described in the articles of incorporation. 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.
Terms Used In Utah Code 16-10a-601
- Articles of incorporation: include :(4)(a) amended and restated articles of incorporation;(4)(b) articles of merger; and(4)(c) a document of a similar import to those described in Subsections (4)(a) and (b). See Utah Code 16-10a-102
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Person: means :
(24)(a) an individual;(24)(b) an association;(24)(c) an institution;(24)(d) a corporation;(24)(e) a company;(24)(f) a trust;(24)(g) a limited liability company;(24)(h) a partnership;(24)(i) a political subdivision;(24)(j) a government office, department, division, bureau, or other body of government; and(24)(k) any other organization or entity. See Utah Code 68-3-12.5- Property: includes both real and personal property. See Utah Code 68-3-12.5
- Receive: when used in reference to receipt of a writing or other document by a domestic or foreign corporation, means the writing or other document is actually received by:
(28)(a) the corporation at its:(28)(a)(i) registered office in this state; or(28)(a)(ii) principal office;(28)(b) the secretary of the corporation, wherever the secretary is found; or(28)(c) another person authorized by the bylaws or the board of directors to receive the writing or other document, wherever that person is found. See Utah Code 16-10a-102- Share: means the unit into which the proprietary interests in a corporation are divided. See Utah Code 16-10a-102
- Shareholder: means :
(34)(a)(i) the person in whose name a share is registered in the records of a corporation; or(34)(a)(ii) the beneficial owner of a share to the extent recognized pursuant to Section 16-10a-723. See Utah Code 16-10a-102(2) The articles of incorporation shall authorize:(2)(a) one or more classes of shares that together have unlimited voting rights; and(2)(b) one or more classes of shares, which may be the same class or classes as those with voting rights, that together are entitled to receive the net assets of the corporation upon dissolution.(3) The articles of incorporation may authorize one or more classes of shares and one or more series of shares within any class that:(3)(a) have special, conditional, or limited voting rights, or no right to vote, except to the extent prohibited by this chapter;(3)(b) are redeemable or convertible as specified in the articles of incorporation:(3)(b)(i) at the option of the corporation, the shareholder, or another person or upon the occurrence of a designated event;(3)(b)(ii) for money, indebtedness, securities, or other property; or(3)(b)(iii) in a designated amount or in an amount determined in accordance with a designated formula or by reference to extrinsic data or events;(3)(c) entitle the holders to distributions calculated in any manner, including dividends that may be cumulative, noncumulative, or partially cumulative; or(3)(d) have preference over any other class or series of shares with respect to distributions, including dividends and distributions upon the dissolution of the corporation.(4) The description of the designations, preferences, limitations, and relative rights of share classes or series of shares in Subsection (3) is not exhaustive.