S.B. 206 Utah Revised Business Corporation Act Amendments
Bill Sponsor: ![]() Sen. Bramble, Curtis S. | Floor Sponsor: ![]() Rep. McCay, Daniel |
- Drafting Attorney: Patricia Owen
- Fiscal Analyst: Andrea Wilko
- Bill Text
- Introduced
- Enrolled
(Currently Displayed)
- Introduced
- Related Documents
- Information
- Last Action: 26 Mar 2015, Governor Signed
- Last Location: Lieutenant Governor's office for filing
- Effective Date: 12 May 2015
- Session Law Chapter: 237
- Similar Bills
Enrolled
Printer Friendly
S.B. 206
1 UTAH REVISED BUSINESS CORPORATION ACT
2AMENDMENTS
32015 GENERAL SESSION
4STATE OF UTAH
5Chief Sponsor: Curtis S. Bramble
6House Sponsor: Daniel McCay
7
8 LONG TITLE
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
25
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.
2
3
4
5
6
7
8 LONG TITLE
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
25
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) [
30 corporation's articles of incorporation a statement [
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 [
42 limitation the power:
43 (1) to sue and be sued, complain and defend in [
44 (2) to have a corporate seal, which may be altered at will, and to use [
45 seal, or a facsimile of [
46 in any other manner reproducing [
47 (3) to make and amend bylaws, not inconsistent with [
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 [
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 [
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 [
61 corporation's obligations by mortgage or pledge of any of [
62 assets, franchises, or income;
63 (8) to lend money, invest and reinvest [
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 [
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 [
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.
Bill Status / Votes
• Senate Actions • House Actions • Fiscal Actions • Other Actions
Date | Action | Location | Vote |
2/13/2015 | Bill Numbered but not Distributed | Legislative Research and General Counsel | |
2/13/2015 | Numbered Bill Publicly Distributed | Legislative Research and General Counsel | |
2/13/2015 | LFA/ bill sent to agencies for fiscal input | Legislative Research and General Counsel | |
2/17/2015 | Senate/ received bill from Legislative Research | Waiting for Introduction in the Senate | |
2/17/2015 | Senate/ 1st reading (Introduced) | Senate Rules Committee | |
2/18/2015 | Senate/ to standing committee | Senate Business and Labor Committee | |
2/18/2015 | LFA/ fiscal note publicly available | Senate Business and Labor Committee | |
2/18/2015 | Senate Comm - Favorable Recommendation | Senate Business and Labor Committee | 5 0 2 |
2/18/2015 | Senate Comm - Consent Calendar Recommendation | Senate Business and Labor Committee | |
2/19/2015 | Senate/ received fiscal note from Fiscal Analyst | Senate Business and Labor Committee | |
2/19/2015 (10:27:21 AM) | Senate/ comm rpt/ placed on Consent Calendar | Senate Business and Labor Committee | |
2/19/2015 (10:27:22 AM) | Senate/ 2nd reading | Senate Consent Calendar | |
2/24/2015 (10:26:58 AM) | Senate/ 3rd reading | Senate Consent Calendar | |
2/24/2015 (10:28:52 AM) | Senate/ passed 3rd reading | Clerk of the House | 28 0 1 |
2/24/2015 (10:28:53 AM) | Senate/ to House | Clerk of the House | |
2/24/2015 | House/ received from Senate | Clerk of the House | |
2/24/2015 | House/ 1st reading (Introduced) | House Rules Committee | |
2/25/2015 | House/ to standing committee | House Business and Labor Committee | |
3/2/2015 | House Comm - Favorable Recommendation | House Business and Labor Committee | 11 0 3 |
3/2/2015 | House Comm - Consent Calendar Recommendation | House Business and Labor Committee | |
3/3/2015 (12:04:50 PM) | House/ comm rpt/ placed on Consent Calendar | House Business and Labor Committee | |
3/3/2015 (12:04:51 PM) | House/ 2nd reading | House Consent Calendar | |
3/5/2015 (10:29:18 AM) | House/ 3rd reading | House Consent Calendar | |
3/5/2015 (10:32:34 AM) | House/ passed 3rd reading | House Speaker | 68 2 5 |
3/5/2015 (10:32:35 AM) | House/ signed by Speaker/ returned to Senate | Senate President | |
3/5/2015 (10:32:36 AM) | House/ to Senate | Senate President | |
3/5/2015 | Senate/ received from House | Senate President | |
3/5/2015 | Senate/ signed by President/ sent for enrolling | Legislative Research and General Counsel / Enrolling | |
3/6/2015 | Bill Received from Senate for Enrolling | Legislative Research and General Counsel / Enrolling | |
3/6/2015 | Draft of Enrolled Bill Prepared | Legislative Research and General Counsel / Enrolling | |
3/20/2015 | Enrolled Bill Returned to House or Senate | Senate Secretary | |
3/20/2015 | Senate/ enrolled bill to Printing | Senate Secretary | |
3/23/2015 | Senate/ received enrolled bill from Printing | Senate Secretary | |
3/23/2015 | Senate/ to Governor | Executive Branch - Governor | |
3/26/2015 | Governor Signed | Lieutenant Governor's office for filing |
Committee Hearings/Floor Debate
- Committee Hearings