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

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Updated: 21 December 2009

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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 [New]   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 [New]   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 [New]   Purposes.
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16-10a-302    General powers.
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16-10a-303 [New]   Ultra vires.
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16-10a-401    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 [New]   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 [New]   Special meeting.
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16-10a-703    Court-ordered meeting.
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16-10a-704 [New]   Action without meeting.
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16-10a-705 [New]   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 [New]   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 [New]   Voting trusts.
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16-10a-731    Voting agreements.
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16-10a-732 [New]   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    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 [New]   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 [New]   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 [New]   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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[New] means this portion of the Utah Code has been modified since the last update on 28 May 2009.

Last revised: 21 December 2009

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