Utah § 10a-1402 - Authorization of dissolution after issuance of shares.

Full text of Utah Utah Code § 10a-1402 — Authorization of dissolution after issuance of shares., with citation guidance and answers to common questions.

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

16-10a-1402.  Authorization of dissolution after issuance of shares.
(1) After shares have been issued, dissolution of a corporation may be authorized in the manner provided in Subsection (2).
(2) For a proposal to dissolve the corporation to be authorized:
(a) the board of directors must recommend dissolution to the shareholders unless the board of directors determines that because of a conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders; and
(b) the shareholders entitled to vote on the proposal must approve the proposal to dissolve as provided in Subsection (5).
(3) The board of directors may condition the effectiveness of the dissolution on any basis.
(4) The corporation shall give notice in accordance with Section 16-10a-705 to each shareholder entitled to vote on the proposal to dissolve, of the proposed shareholders' meeting at which the proposal to dissolve will be voted upon. The notice shall state that the purpose or one of the purposes of the meeting is to consider the proposal to dissolve the corporation.
(5) The proposal to dissolve must be approved by each voting group entitled to vote separately on the proposal, by a majority of all the votes entitled to be cast on the proposal by that voting group, unless a greater vote is required by the articles of incorporation, the initial bylaws or the bylaws amended pursuant to Section 16-10a-1021, or the board of directors acting pursuant to Subsection (3).


Amended by Chapter 378, 2010 General Session

Source: official Utah text · Last verified 2026-08-27

Related Utah Legal Topics

Frequently Asked Questions About Utah § 10a-1402

What does Utah Code § 10a-1402 cover?

Section 10a-1402 ("Authorization of dissolution after issuance of shares.") is part of the Utah Code, the codified statutory law of Utah. It sets out the legal rule or procedure described in the text above. Statutes are amended regularly, so always verify against the official source.

How do I cite Utah § 10a-1402?

A common citation format is "Utah Code § 10a-1402" (Utah). Legal writing may require the code abbreviation, section number, and year or edition. Match the style required by your court, professor, or publisher.

Is this the official text of Utah law?

No. This page is for research and education and may not include the most recent amendments. For official current law, check the Utah official source linked on this page or consult a licensed Utah attorney.

How does Utah § 10a-1402 apply to my situation?

Statutes are interpreted in context, and application depends on your specific facts. Only a licensed attorney in Utah can advise on how this section applies to you. Contact your state or local bar association for a referral.

Sources & Verification

Not legal advice. Verify against the official source and consult a licensed attorney in Utah.