A corporation may acquire its own shares and shares so acquired constitute authorized but unissued shares.
Terms Used In Utah Code 16-10a-631
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
Authorized shares: means the shares of all classes a domestic or foreign corporation is authorized to issue. 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.
Deliver: includes delivery by mail or another means of transmission authorized by Section 16-10a-103, except that delivery to the division means actual receipt by the division. See Utah Code 16-10a-102
Division: means the Division of Corporations and Commercial Code. 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
If the articles of incorporation prohibit the reissuance of acquired shares:
(a)
the number of authorized shares is reduced by the number of shares acquired by the corporation, effective upon amendment of the articles of incorporation; and
(b)
as provided in Section 16-10a-1002, the board of directors may adopt an amendment to the articles of incorporation under Subsection (2)(a) without shareholder action in order to reduce the number of authorized shares by an amount equal to the number of shares acquired by the corporation.
(3)
A corporation amending its articles of incorporation pursuant to Subsection (2) shall deliver to the division for filing articles of amendment setting forth:
(a)
the name of the corporation;
(b)
the reduction in the number of authorized shares, itemized by class and series;
(c)
the total number of authorized shares, itemized by class and series, remaining after reduction of the shares; and
(d)
a statement that the amendment was adopted by the board of directors without shareholder action and that shareholder action was not required.
