Utah § 10a-841 - Limitation of liability of directors.

Full text of Utah Utah Code § 10a-841 — Limitation of liability of directors., with citation guidance and answers to common questions.

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

Effective 5/7/2025
16-10a-841.  Limitation of liability of directors.
(1)Without limiting the generality of Subsection 16-10a-840(4), if so provided in the articles of incorporation or in the bylaws or a resolution to the extent permitted in Subsection (3), a corporation may eliminate or limit the liability of a director to the corporation or to its shareholders for monetary damages for any action taken or any failure to take any action as a director, except liability for:
(a)the amount of a financial benefit received by a director to which the director is not entitled;
(b)an intentional infliction of harm on the corporation or the shareholders;
(c)a violation of Section 16-10a-842; or
(d)an intentional violation of criminal law.
(2)No provision authorized under this section may eliminate or limit the liability of a director for any act or omission occurring prior to the date when the provision becomes effective.
(3)Any provision authorized under this section to be included in the articles of incorporation may also be adopted in the bylaws or by resolution, but only if the provision is approved by the same percentage of shareholders of each voting group as would be required to approve an amendment to the articles of incorporation including the provision.
(4)Any foreign corporation authorized to transact business in this state, including any federally chartered depository institution authorized under federal law to transact business in this state, may adopt any provision authorized under this section.
(5)With respect to a corporation that is a depository institution regulated by the Department of Financial Institutions or by an agency of the federal government, any provision authorized under this section may include the elimination or limitation of the personal liability of a director or officer to the corporation's members or depositors.


Amended by Chapter 302, 2025 General Session

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

Frequently Asked Questions About Utah § 10a-841

What does Utah Code § 10a-841 cover?

Section 10a-841 ("Limitation of liability of directors.") 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-841?

A common citation format is "Utah Code § 10a-841" (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-841 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.