Utah § 6a-823 - Limitation of liability of directors.

Full text of Utah Utah Code § 6a-823 — Limitation of liability of directors., with citation guidance and answers to common questions.

§ 6a-823. Limitation of liability of directors.

16-6a-823.  Limitation of liability of directors.
(1)
(a) Except as provided in Subsection (1)(b), a nonprofit corporation may eliminate or limit the liability of a director to the nonprofit corporation or to its members for monetary damages for any action taken or any failure to take any action as a director, if:
(i) so provided in:
(A) the articles of incorporation;
(B) the bylaws; or
(C) a resolution; and
(ii) to the extent permitted in Subsection (3).
(b) Subsection (1)(a) does not permit a nonprofit corporation from eliminating or limiting the liability of a director for:
(i) the amount of a financial benefit received by a director to which the director is not entitled;
(ii) an intentional infliction of harm on:
(A) the nonprofit corporation; or
(B) the members of a nonprofit corporation;
(iii) an intentional violation of criminal law; or
(iv) a violation of Section 16-6a-824.
(2) A provision authorized under this section may not 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 be adopted in the bylaws or by resolution, but only if the provision is approved by the same percentage of members of each voting group as would be required to approve an amendment to the articles of incorporation including the provision.
(4) Any foreign nonprofit corporation authorized to transact business in this state, except as otherwise provided by law, may adopt any provision authorized under this section.


Amended by Chapter 386, 2009 General Session

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

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Frequently Asked Questions About Utah § 6a-823

What does Utah Code § 6a-823 cover?

Section 6a-823 ("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 § 6a-823?

A common citation format is "Utah Code § 6a-823" (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 § 6a-823 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.