Chief Sponsor: Curtis S. Bramble

House Sponsor: Daniel McCay


9     General Description:
10          This bill modifies the Utah Revised Business Corporation Act to address the purposes
11     and powers of a corporation.
12     Highlighted Provisions:
13          This bill:
14          ▸     amends the purposes for which a corporation may be formed under the act;
15          ▸     amends the general powers of a corporation under the act; and
16          ▸     makes technical changes.
17     Money Appropriated in this Bill:
18          None
19     Other Special Clauses:
20          None
21     Utah Code Sections Affected:
22     AMENDS:
23          16-10a-301, as enacted by Laws of Utah 1992, Chapter 277
24          16-10a-302, as enacted by Laws of Utah 1992, Chapter 277

26     Be it enacted by the Legislature of the state of Utah:
27          Section 1. Section 16-10a-301 is amended to read:

28          16-10a-301. Purposes.
29          (1) [Every] A corporation incorporated under this chapter and including in [its] the
30     corporation's articles of incorporation a statement [meeting] that meets the requirements of
31     Subsection 16-10a-202(3) may engage in any lawful business or activity except for express
32     limitations set forth in the articles of incorporation.
33          (2) A corporation engaging in a business or an activity that is subject to regulation
34     under another statute of this state may incorporate under this chapter only if permitted by, and
35     subject to all limitations of, the other statute.
36          Section 2. Section 16-10a-302 is amended to read:
37          16-10a-302. General powers.
38          Unless its articles of incorporation provide otherwise, and except as restricted by the
39     Utah Constitution, every corporation has perpetual duration and succession in its corporate
40     name and has the same powers as an individual to do all things necessary or convenient to carry
41     out its permitted [business] and lawful purposes, activities, and affairs, including without
42     limitation the power:
43          (1) to sue and be sued, complain and defend in [its] the corporation's corporate name;
44          (2) to have a corporate seal, which may be altered at will, and to use [it] the corporate
45     seal, or a facsimile of [it] the corporate seal, by impressing or affixing [it] the corporate seal or
46     in any other manner reproducing [it] the corporate seal;
47          (3) to make and amend bylaws, not inconsistent with [its] the corporation's articles of
48     incorporation or with the laws of this state, for managing the business and regulating the affairs
49     of the corporation;
50          (4) to purchase, receive, lease, or otherwise acquire, and own, hold, improve, use, and
51     otherwise deal with, real or personal property, or any legal or equitable interest in property,
52     wherever located;
53          (5) to sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or
54     any part of [its] the corporation's property and assets;
55          (6) to purchase, receive, subscribe for, or otherwise acquire, own, hold, vote, use, sell,
56     mortgage, lend, pledge, or otherwise dispose of, and deal in and with shares or other interests
57     in, or obligations of, any other entity;
58          (7) to make contracts and guarantees, incur liabilities, borrow money, issue [its] the

59     corporation's notes, bonds, and other obligations that may or may not be convertible into or
60     include the option to purchase other securities of the corporation, and secure any of [its] the
61     corporation's obligations by mortgage or pledge of any of [its] the corporation's property,
62     assets, franchises, or income;
63          (8) to lend money, invest and reinvest [its] the corporation's funds, and receive and
64     hold real and personal property as security for repayment;
65          (9) to be a promoter, partner, member, associate, or manager of any partnership, joint
66     venture, trust, or other entity;
67          (10) to conduct [its] the corporation's business and activities, locate offices, and
68     exercise the powers granted by this chapter within or without this state;
69          (11) to elect directors and appoint officers, employees, and agents of the corporation,
70     define their duties, fix their compensation, and lend them money and credit;
71          (12) to pay pensions and establish pension plans, pension trusts, profit sharing plans,
72     share bonus plans, share option plans, and benefit or incentive plans for any or all of [its] the
73     corporation's current or former directors, officers, employees, and agents;
74          (13) to operate, and to make donations, for the public welfare or for charitable,
75     religious, scientific, or educational purposes;
76          (14) to transact any lawful business that will aid governmental policy;
77          (15) to make payments or donations, or do any other act, not inconsistent with law, that
78     furthers the business and affairs of the corporation; and
79          (16) to establish rules governing the conduct of the business and affairs of the
80     corporation in the event of an emergency.

Legislative Review Note
     as of 2-12-15 4:14 PM

Office of Legislative Research and General Counsel