A claim may be enforced:

(1)  under Section 16-10a-1406 or 16-10a-1407 against the dissolved corporation, to the extent of its undistributed assets; or

Terms Used In Utah Code 16-10a-1408

  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • 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.
  • Distribution: means the following by a corporation to or for the benefit of its shareholders in respect of any of the corporation's shares:
(i) a direct or indirect transfer of money or other property, other than a corporation's own shares; or
(ii) incurrence of indebtedness by the corporation. 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
    (ii) the beneficial owner of a share to the extent recognized pursuant to Section 16-10a-723. See Utah Code 16-10a-102
    (2)  against a shareholder of the dissolved corporation, if the assets have been distributed in liquidation; but a shareholder’s total liability for all claims under this section may not exceed the total value of assets distributed to him, as that value is determined at the time of distribution. Any shareholder required to return any portion of the value of assets received by him in liquidation shall be entitled to contribution from all other shareholders. The contributions shall be in accordance with the shareholders’ respective rights and interests and may not exceed the value of the assets received in liquidation.

    Amended by Chapter 79, 1996 General Session

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