Unless otherwise provided in the articles of incorporation, a corporation‘s board of directors may adopt, without shareholder action, one or more amendments to the corporation’s articles of incorporation to:
Terms Used In Utah Code 16-10a-1002
Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
Articles of incorporation: include :
(a)
amended and restated articles of incorporation;
(b)
articles of merger; and
(c)
a document of a similar import to those described in Subsections (4)(a) and (b). See Utah Code 16-10a-102
Corporate name: means :
(a)
the name of a domestic corporation or a domestic nonprofit corporation as stated in its articles of incorporation; or
(b)
the name of a foreign corporation or a foreign nonprofit corporation as stated in its articles of incorporation or document of similar import. See Utah Code 16-10a-102
Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
Share: means the unit into which the proprietary interests in a corporation are divided. See Utah Code 16-10a-102
Shareholder: means :
(i)
the person in whose name a share is registered in the records of a corporation; or
delete the names and addresses of incorporators or initial directors or both from the articles of incorporation;
(b)
change the information required by Subsection 16-17-203(1), but an amendment is not required to change the information;
(c)
change each issued and unissued authorized share of a class into a greater number of whole shares if the corporation has only shares of that class outstanding;
(d)
change the corporate name by adding the word “corporation,” “incorporated,” or “company,” or an abbreviation of these words, or by substituting any such word or abbreviation for a similar word or abbreviation in the name; or
(e)
make any other change expressly permitted by this chapter to be made without shareholder action.
(2)
The board of directors may adopt, without shareholder action, one or more amendments to the articles of incorporation to change the corporate name, if necessary, in connection with the reinstatement of a corporation pursuant to Section 16-10a-1422.
