A purchaser from a corporation of shares issued by the corporation is not liable to the corporation or its creditors with respect to the shares except to pay or provide the consideration for which the issuance of the shares was authorized under Section 16-10a-621 or specified in the subscription agreement under Section 16-10a-620.
Terms Used In Utah Code 16-10a-622
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
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
Subscriber: means a person who subscribes for shares in a corporation, whether before or after incorporation. See Utah Code 16-10a-102
(2)
Unless otherwise provided in the articles of incorporation, a shareholder or subscriber for shares of a corporation is not personally liable for the acts or debts of the corporation solely by reason of the ownership of the corporation’s shares.
(3)
(a)
A shareholder of a corporation, when acting solely in the capacity of a shareholder, has no fiduciary duty or other similar duty to any other shareholder of the corporation, including not having a duty of care, loyalty, or utmost good faith.
(b)
This Subsection (3) applies to a corporation governed by this chapter, including a public corporation or a closely-held corporation.
(c)
This Subsection (3) does not affect any of the following:
(i)
liability of a shareholder who receives an improper dividend or distribution, as set forth in Section 16-10a-842;
(ii)
liability for an act before incorporation, as set forth in Section 16-10a-204;
(iii)
liability of a director or officer of a corporation for breach of a fiduciary duty or other similar duty to shareholders solely in the capacity as a director or officer, regardless of whether the director or officer is a shareholder of the corporation; or
(iv)
liability of a director or officer of a corporation for an act, breach, or failure for which liability is set forth in:
