A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, and a record of all actions taken on behalf of the corporation by a committee of the board of directors in place of the board of directors, and a record of all waivers of notices of meetings of shareholders, meetings of the board of directors, or any meetings of committees of the board of directors.
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.
Division: means the Division of Corporations and Commercial Code. See Utah Code 16-10a-102
Principal office: means the office, in or out of this state, designated by a domestic or foreign corporation as its principal office in the most recent document on file with the division providing the information, including:
Voting group: means all shares of one or more classes or series that under the articles of incorporation or this chapter are entitled to vote and be counted together collectively on a matter at a meeting of shareholders. See Utah Code 16-10a-102
(2)
A corporation shall maintain appropriate accounting records.
(3)
A corporation or its agent shall maintain a record of the names and addresses of its shareholders, in a form that permits preparation of a list of shareholders:
(a)
that is arranged by voting group and within each voting group by class or series of shares;
(b)
that is in alphabetical order within each class or series; and
(c)
that shows the address of and the number of shares of each class and series held by each shareholder.
(4)
A corporation shall maintain its records in written form or in any form capable of conversion into written form within a reasonable time.
(5)
A corporation shall keep a copy of the following records at its principal office:
(a)
its articles of incorporation currently in effect;
(b)
its bylaws currently in effect;
(c)
the minutes of all shareholders’ meetings, and records of all action taken by shareholders without a meeting, for the past three years;
(d)
all written communications within the past three years to shareholders as a group or to the holders of any class or series of shares as a group;
(e)
a list of the names and business addresses of its current officers and directors;
(f)
its most recent annual report delivered to the division under Section 16-10a-1607; and
(g)
all financial statements prepared for periods ending during the last three years that a shareholder could request under Section 16-10a-1605.
