Utah corporate bylaws are internal documents outlining a corporation’s internal operations and governance framework. They detail the roles, responsibilities, and powers of directors, shareholders, and committees. The board of directors or incorporators create them to guide the corporation’s internal procedures and promote transparency as the organization’s operations commence.
Corporation members can refer to these documents to better understand how to manage financial transactions, transfer shares, and resolve conflicts of interest. Corporations may present their bylaws to investors, allowing them to instill confidence in their investors and acquire the necessary funds to conduct their operations.
Legal Requirements
Utah doesn’t require corporations to create and maintain bylaws. However, you can review the legal requirements surrounding bylaws if your corporation decides to write them:
- Annual Meetings – While holding an annual meeting helps keep shareholders informed and grants them voting rights, failing to hold one won’t affect the validity of any corporate decision. [1]
- Corporate Bylaws – The initial incorporators can adopt bylaws if no board of directors has been elected yet. [2] A company’s bylaws can contain any term that does not conflict with state law or the company’s articles of incorporation.
- Issuance of Stock – The board of directors can approve the issuance of shares for consideration, such as contracts, service arrangements, services performed, promissory notes, and cash. [3]
Naming Considerations
- Required Words: “Corporation,” “Incorporated,” “Company,” an abbreviation thereof, or language of like import (choose one). These required words don’t apply to depository institutions.
- Prohibited Words: Language stating or implying that you’ve organized the entity for impermissible purposes, specific terms related to the Olympics (without written consent), and “University,” “College,” “Institute,” and “Institution” (without written consent).
- Name Reservation Period: 120 days.
- Renewal Period: Renewable.
- Transferability: Yes.
Emergency Bylaws
A corporation’s board of directors can create provisions within its bylaws for managing the corporation during an emergency. [4] These bylaws allow a company to continue functioning in the event of a catastrophe such as a nuclear or terrorist attack. The emergency bylaws are only effective during the emergency period and will cease thereafter.
