Utah § 10a-842 - Liability of directors for unlawful distributions.

Full text of Utah Utah Code § 10a-842 — Liability of directors for unlawful distributions., with citation guidance and answers to common questions.

§ 10a-842. Liability of directors for unlawful distributions.

16-10a-842.  Liability of directors for unlawful distributions.
(1) A director who votes for or assents to a distribution made in violation of Section 16-10a-640 or the articles of incorporation is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating Section 16-10a-640 or the articles of incorporation, if it is established that the director's duties were not performed in compliance with Section 16-10a-840. In any proceeding commenced under this section, a director has all of the defenses ordinarily available to a director.
(2) A director held liable under Subsection (1) for an unlawful distribution is entitled to contribution:
(a) from every other director who could be held liable under Subsection (1) for the unlawful distribution; and
(b) from each shareholder, who accepted the distribution knowing the distribution was made in violation of Section 16-10a-640 or the articles of incorporation, the amount of the contribution from each shareholder being the amount of the distribution to the shareholder multiplied by the percentage of the amount of distribution to all shareholders that exceeded what could have been distributed to shareholders without violating Section 16-10a-640 or the articles of incorporation.
(3) A proceeding under this section is barred unless it is commenced within two years after the date on which the effect of the distribution is measured under Subsection 16-10a-640(5) or (7).


Enacted by Chapter 277, 1992 General Session

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

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Frequently Asked Questions About Utah § 10a-842

What does Utah Code § 10a-842 cover?

Section 10a-842 ("Liability of directors for unlawful distributions.") 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-842?

A common citation format is "Utah Code § 10a-842" (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.

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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

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