Utah Code 16-10a-640. Distributions to shareholders
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(1) A board of directors may authorize and the corporation may make distributions to its shareholders subject to any restriction in the articles of incorporation and the limitations in Subsection (3).
Terms Used In Utah Code 16-10a-640
- 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.
- Bylaws: includes amended bylaws and restated bylaws. See Utah Code 16-10a-102
- 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.
- Distribution: means the following by a corporation to or for the benefit of its shareholders in respect of any of the corporation's shares:
(13)(a)(i) a direct or indirect transfer of money or other property, other than a corporation's own shares; or(13)(a)(ii) incurrence of indebtedness by the corporation. See Utah Code 16-10a-102- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Property: includes both real and personal property. See Utah Code 68-3-12.5
- Record date: means the date established under Part 6, Shares and Distributions, or Part 7, Shareholders, on which a corporation determines the identity of its shareholders. 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 bylaws or, in the absence of an applicable bylaw, the board of directors may fix a future date as the record date for determining shareholders entitled to a distribution, other than one involving a purchase, redemption, or other acquisition of the corporation’s shares. If a record date is necessary but no future date is so fixed, the record date is the date the board of directors authorizes the distribution.(3) No distribution may be made if, after giving it effect:(3)(a) the corporation would not be able to pay its debts as they become due in the usual course of business; or(3)(b) the corporation’s total assets would be less than the sum of its total liabilities plus, unless the articles of incorporation permit otherwise, the amount that would be needed, if the corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the distribution.(4) The board of directors may base a determination that a distribution is not prohibited under Subsection (3) either on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances, including consolidated financial statements, or on a fair valuation or other method that is reasonable in the circumstances.(5) Except as provided in Subsection (7), the effect of a distribution under Subsection (3) is measured:(5)(a) in the case of distribution by purchase, redemption, or other acquisition of the corporation’s shares, as of the earlier of:(5)(a)(i) the date money or other property is transferred or debt is incurred by the corporation; or(5)(a)(ii) the date the shareholder ceases to be a shareholder with respect to the acquired shares;(5)(b) in the case of any other distribution of indebtedness, as of the date the indebtedness is distributed; and(5)(c) in all other cases, as of:(5)(c)(i) the date the distribution is authorized if the payment occurs within 120 days after the date of authorization; or(5)(c)(ii) the date the payment is made if it occurs more than 120 days after the date of authorization.(6) A corporation’s indebtedness to a shareholder incurred by reason of a distribution made in accordance with this section, if the indebtedness is unsecured, is on a parity with the corporation’s indebtedness to its general, unsecured creditors except to the extent subordinated by agreement.(7) Indebtedness of a corporation, including indebtedness issued as a distribution, is not considered a liability for purposes of determinations under Subsection (3) if its terms provide that payment of principal and interest are made only if and to the extent that payment of a distribution to shareholders could then be made under this section. If the indebtedness is issued as a distribution, each payment of principal or interest on the indebtedness is treated as a distribution, the effect of which is measured on the date the payment is actually made.