Utah Corporate Code.

Utah Secretary of State, Business Services Home page.

Utah Business Name Search (use to check on corporate name availability).

Utah Articles of Incorporation (sample articles and instructions).

Articles of Incorporation filing fee: $52

Brought to you by MedLawPlus.comŽ -- Online automated form: Corporate Bylaws and Relate Board Resolutions Price: $14.99 (free trial)  

---

Selected Utah Corporate Statutes

---

• 16-10a-401. Corporate name. (1) The name of a corporation:
  (a) except for the name of a depository institution as defined in Section 7-1-103, must contain:
  (i) the word: (A) "corporation"; (B) "incorporated"; or (C) "company";
  (ii) the abbreviation: (A) "corp."; (B) "inc."; or (C) "co."; or
  (iii) words or abbreviations of like import to the words or abbreviations listed in Subsections (1)(a)(i) and (ii) in another language; ... .
• 16-10a-202. Articles of incorporation.
  (1) The articles of incorporation shall set forth:
  1. the purpose or purposes for which the corporation is organized;
  2. a corporate name for the corporation that satisfies the requirements of Section 16-10a-401;
  3. the number of shares the corporation is authorized to issue;
  4. the information required by Section 16-10a-601 with respect to each class of shares the corporation is authorized to issue;
  5. the street address of the corporation's initial registered office and the name and signature of its initial registered agent at that office, which registered agent shall meet the requirements of Section 16-10a-501; and
  6. the name and address of each incorporator.
  (2) The articles of incorporation may set forth:
  1. the names and addresses of the individuals who are to serve as the initial directors;
  2. provisions not inconsistent with law regarding:
     1. managing the business and regulating the affairs of the corporation;
     2. defining, limiting, and regulating the powers of the corporation, its board of directors, and its shareholders;
     3. a par value for authorized shares or classes of shares; and
     4. the imposition of personal liability on shareholders for the debts of the corporation to a specified extent and upon specified conditions;
  3. any provision that under this chapter is permitted to be in the articles of incorporation or required or permitted to be set forth in the bylaws including elective provisions which, to be effective, must be included in the articles of incorporation, as provided in this chapter.
  (3) It shall be sufficient under Subsection (1)(a) to state, either alone or with other purposes, that the purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the Utah Revised Business Corporation Act, and by such statement all lawful acts and activities shall be within the purposes of the corporation, except for express limitations, if any.
  (4) The articles of incorporation need not set forth any of the corporate powers enumerated in this chapter.
  (5) The articles of incorporation shall be signed by each incorporator and meet the filing requirements of Section 16-10a-120.
  (6) The appointment of the registered agent shall be signed by the registered agent on the articles of incorporation or on an attached acknowledgement.
  (7) If this chapter conditions any matter upon the presence of a provision in the bylaws, the condition is satisfied if the provision is present either in the articles of incorporation or the bylaws. If this chapter conditions any matter upon the absence of a provision in the bylaws, the condition is satisfied only if the provision is absent from both the articles of incorporation and the bylaws.
• 16-10a-205. Organization of the corporation.
  (1) After incorporation: (a) if initial directors are named in the articles of incorporation, the initial directors may hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting; or (b) if initial directors are not named in the articles of incorporation, then until directors are elected, the incorporator or incorporators may hold an organizational meeting at the call of a majority of the incorporators to do whatever is necessary and proper to complete the organization of the corporation, including the election of directors and officers and the adoption and amendment of bylaws.
  (2) Action required or permitted by this chapter to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more written consents describing the action taken and signed by each incorporator.
  (3) An organizational meeting may be held in or out of this state.
• 16-10a-803. Number and election of directors.
  (1)
  1. Except as provided in Subsection (1)(b), a corporation's board of directors must consist of a minimum of three individuals.
  2. (i) Before any shares are issued, a corporation's board of directors may consist of one or more individuals. (ii) After shares are issued and for as long as a corporation has fewer than three shareholders entitled to vote for the election of directors, its board of directors may consist of a number of individuals equal to or greater than the number of those shareholders.
  3. The number of directors shall be specified in or fixed in accordance with the bylaws. Unless otherwise provided in the articles of incorporation, the number of initial directors stated in the articles of incorporation as originally filed with the division, if initial directors are so named in the articles of incorporation, shall be superseded by a provision in the bylaws specifying the number of authorized directors.
  4. The number of directors may be increased or decreased from time to time by amendment to the bylaws, but no decrease may have the effect of shortening the term of any incumbent director.
  5. In the absence of a provision in the bylaws or articles of incorporation fixing the number of individuals composing a board of directors, the number shall be the greater of: (i) the number of directors then in office; or (ii) the minimum number of directors permitted by this section.
  (2) The bylaws may establish a variable range for the size of the board of directors by fixing a minimum and maximum number of directors. If a range is established, the number of directors may be fixed or changed from time to time within the range by the shareholders or the board of directors.
  (3) Directors are elected at each annual meeting of the shareholders except as provided in Section 16-10a-806.

---

Library of Informational Legal Articles

• How to write a Last Will
• How to write a Durable Power of Attorney
• Power of Attorney Execution and Contractual Capacity
• How to write a Living Will
• Step-by-step instructions for LLC Formation in all states
• Step-by-step instructions for Corporate Formation in all states
• How to Choose a Business Entity
• How to write Confidentiality and Non-compete agreements
• The HIPAA Privacy Rule: Contracts for "Business Associates" of "Covered Entites"
• Divorce Laws of US States

DISCLAIMER The above is provided for informational purposes only and is NOT to be relied upon as legal advice. This service is not a substitute for the advice of an attorney and we encourage users to have all documents created on our site reviewed by an attorney. No attorney-client relationship is established by use of our online legal forms system and the user is not to rely upon any information found anywhere on our site. THESE FORMS ARE SOLD ON AN "AS IS" BASIS WITH NO WARRANTIES OR GUARANTIES. If you wish personal assistance in deciding whether the document found on our site is right for you or desire representations and warranties upon the legality of the document you are purchasing in the jurisdiction you will be using it, contact an attorney licensed to practice law in your state.