Utah Code -- Title 16 -- Chapter 10a -- Utah Revised Business Corporation Act

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Updated: 11 January 2012

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16-10a-101 Short title.

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16-10a-102 Definitions.

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16-10a-103 Notice.

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16-10a-104 Powers of the division.

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16-10a-120 Filing requirements.

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16-10a-121 Forms.

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16-10a-122 Fees.

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16-10a-123 Effective time and date of filed documents.

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16-10a-124 Correcting filed documents.

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16-10a-125 Filing duty of division.

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16-10a-126 Appeal from division's refusal to file document.

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16-10a-127 Evidentiary effect of copy of filed document.

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16-10a-128 Certificates issued by the division.

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16-10a-129 Penalty for signing false documents.

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16-10a-201 Incorporators.

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16-10a-202 Articles of incorporation.

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16-10a-203 Incorporation.

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16-10a-204 Liability for preincorporation transactions.

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16-10a-205 Organization of the corporation.

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16-10a-206 Bylaws.

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16-10a-301 Purposes.

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16-10a-302 General powers.

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16-10a-303 Ultra vires.

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16-10a-401 (Superseded 07/01/12) Corporate name.

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16-10a-402 Reserved name.

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16-10a-403 Corporate name -- Limited rights.

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16-10a-601 Authorized shares.

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16-10a-602 Terms of class or series determined by board of directors.

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16-10a-603 Issued and outstanding shares.

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16-10a-604 Fractional shares.

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16-10a-620 Subscriptions for shares.

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16-10a-621 Issuance of shares.

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16-10a-622 Liability of shareholders.

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16-10a-623 Share dividends.

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16-10a-624 Share options and other rights.

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16-10a-625 Form and content of certificates.

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16-10a-626 Shares without certificates.

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16-10a-627 Restrictions on transfer or registration of shares or other securities.

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16-10a-628 Expense of issue.

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16-10a-630 Shareholders' preemptive rights.

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16-10a-631 Corporation's acquisition of its own shares.

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16-10a-640 Distributions to shareholders.

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16-10a-641 Unclaimed distributions.

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16-10a-701 Annual meeting.

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16-10a-702 Special meeting.

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16-10a-703 Court-ordered meeting.

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16-10a-704 Action without meeting.

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16-10a-705 Notice of meeting.

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16-10a-706 Waiver of notice.

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16-10a-707 Record date.

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16-10a-708 Meetings by telecommunication.

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16-10a-720 Shareholders' list for meeting.

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16-10a-721 Voting entitlement of shares.

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16-10a-722 Proxies.

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16-10a-723 Shares held by nominees.

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16-10a-724 Corporation's acceptance of votes.

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16-10a-725 Quorum and voting requirements for voting groups.

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16-10a-726 Action by single and multiple voting groups.

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16-10a-727 Greater quorum or voting requirements.

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16-10a-728 Voting for directors -- Cumulative voting.

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16-10a-730 Voting trusts.

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16-10a-731 Voting agreements.

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16-10a-732 Shareholder agreements.

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16-10a-740 Procedure in derivative proceedings.

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16-10a-801 Requirement for and duties of board of directors.

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16-10a-802 Qualifications of directors.

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16-10a-803 Number and election of directors.

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16-10a-804 Election of directors by certain classes of shareholders.

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16-10a-805 Terms of directors generally.

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16-10a-806 Staggered terms for directors.

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16-10a-807 Resignation of directors.

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16-10a-808 Removal of directors by shareholders.

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16-10a-809 Removal of directors by judicial proceeding.

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16-10a-810 Vacancy on board.

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16-10a-811 Compensation of directors.

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16-10a-820 Meetings.

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16-10a-821 Action without meeting.

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16-10a-822 Notice of meeting.

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16-10a-823 Waiver of notice.

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16-10a-824 Quorum and voting.

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16-10a-825 Committees.

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16-10a-830 Required officers.

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16-10a-831 Duties of officers.

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16-10a-832 Resignation and removal of officers.

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16-10a-833 Contract rights with respect to officers.

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16-10a-840 General standards of conduct for directors and officers.

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16-10a-841 Limitation of liability of directors.

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16-10a-842 Liability of directors for unlawful distributions.

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16-10a-850 Definitions relating to conflicting interest transactions.

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16-10a-851 Judicial action.

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16-10a-852 Directors' action.

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16-10a-853 Shareholders' action.

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16-10a-901 Definitions.

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16-10a-902 Authority to indemnify directors.

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16-10a-903 Mandatory indemnification of directors.

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16-10a-904 Advance of expenses for directors.

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16-10a-905 Court-ordered indemnification of directors.

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16-10a-906 Determination and authorization of indemnification of directors.

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16-10a-907 Indemnification of officers, employees, fiduciaries, and agents.

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16-10a-908 Insurance.

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16-10a-909 Limitations on indemnification of directors.

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16-10a-1001 Authority to amend.

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16-10a-1002 Amendment by board of directors.

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16-10a-1003 Amendment by board of directors and shareholders.

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16-10a-1004 Voting on amendments by voting groups.

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16-10a-1005 Amendment before issuance of shares.

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16-10a-1006 Articles of amendment.

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16-10a-1007 Restated articles of incorporation.

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16-10a-1008 Amendment pursuant to reorganization.

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16-10a-1008.5 Conversion to a nonprofit corporation.

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16-10a-1008.7 (Superseded 07/01/12) Conversion to or from a domestic limited liability company.

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16-10a-1009 Effect of amendment.

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16-10a-1020 Amendment of bylaws by board of directors or shareholders.

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16-10a-1021 Bylaw changing quorum or voting requirement for shareholders.

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16-10a-1022 Bylaw changing quorum or voting requirement for directors.

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16-10a-1023 Bylaw provisions relating to election of directors.

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16-10a-1101 Merger.

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16-10a-1102 Share exchange.

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16-10a-1103 Action on plan.

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16-10a-1104 Merger of parent and subsidiary.

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16-10a-1105 Articles of merger or share exchange.

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16-10a-1106 Effect of merger or share exchange.

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16-10a-1107 Merger or share exchange with foreign corporations.

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16-10a-1201 Sale or mortgage of property without shareholder approval.

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16-10a-1202 Sale of property requiring shareholder approval.

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16-10a-1301 Definitions.

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16-10a-1302 Right to dissent.

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16-10a-1303 Dissent by nominees and beneficial owners.

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16-10a-1320 Notice of dissenters' rights.

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16-10a-1321 Demand for payment -- Eligibility and notice of intent.

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16-10a-1322 Dissenters' notice.

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16-10a-1323 Procedure to demand payment.

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16-10a-1324 Uncertificated shares.

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16-10a-1325 Payment.

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16-10a-1326 Failure to take action.

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16-10a-1327 Special provisions relating to shares acquired after announcement of proposed corporate action.

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16-10a-1328 Procedure for shareholder dissatisfied with payment or offer.

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16-10a-1330 Judicial appraisal of shares -- Court action.

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16-10a-1331 Court costs and counsel fees.

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16-10a-1401 Authorization of dissolution prior to issuance of shares.

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16-10a-1402 Authorization of dissolution after issuance of shares.

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16-10a-1403 Articles of dissolution.

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16-10a-1404 Revocation of dissolution.

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16-10a-1405 Effect of dissolution.

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16-10a-1406 Disposition of known claims by notification.

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16-10a-1407 Disposition of claims by publication -- Disposition in absence of publication.

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16-10a-1408 Enforcement of claims against dissolved corporations.

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16-10a-1409 Service on dissolved corporation.

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16-10a-1420 Grounds for administrative dissolution.

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16-10a-1421 Procedure for and effect of administrative dissolution.

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16-10a-1422 Reinstatement following dissolution.

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16-10a-1423 Appeal from denial of reinstatement.

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16-10a-1430 Grounds for judicial dissolution.

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16-10a-1431 Procedure for judicial dissolution.

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16-10a-1432 Receivership or custodianship.

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16-10a-1433 Decree of dissolution.

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16-10a-1434 Election to purchase in lieu of dissolution.

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16-10a-1440 Deposit with state treasurer.

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16-10a-1501 Authority to transact business required.

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16-10a-1502 Consequences of transacting business without authority.

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16-10a-1503 Application for authority to transact business.

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16-10a-1504 Amended application for authority to transact business.

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16-10a-1505 Effect of filing an application for authority to transact business.

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16-10a-1506 Corporate name and assumed corporate name of foreign corporation.

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16-10a-1507 Registered name of foreign corporation.

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16-10a-1510 Resignation of registered agent of foreign corporation.

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16-10a-1511 Service on foreign corporation.

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16-10a-1520 Withdrawal of foreign corporation.

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16-10a-1521 Service on withdrawn foreign corporation.

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16-10a-1530 Grounds for revocation.

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16-10a-1531 Procedure for and effect of revocation.

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16-10a-1532 Appeal from revocation.

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16-10a-1533 Domestication of foreign corporations.

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16-10a-1601 Corporate records.

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16-10a-1602 Inspection of records by shareholders and directors.

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16-10a-1603 Scope of inspection right.

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16-10a-1604 Court-ordered inspection.

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16-10a-1605 Financial statements.

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16-10a-1606 Information respecting shares.

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16-10a-1607 Annual report for division.

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16-10a-1608 Statement of person named as director or officer.

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16-10a-1701 Application to existing domestic corporations.

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16-10a-1702 Application to foreign corporations.

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16-10a-1703 Publication.

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16-10a-1704 Saving provisions.

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16-10a-1705 Severability clause.

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means this portion of the Utah Code has been modified since the last update on 1 November 2011.