16-10a-1321. Demand for payment -- Eligibility and notice of intent.

252 words·~1 min read·/ut/title-16/chapter-10a/16-10a-1321

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

(1)If a proposed corporate action creating dissenters' rights under Section 16-10a-1302 is submitted to a vote at a shareholders' meeting, a shareholder who wishes to assert dissenters' rights:

(a)shall cause the corporation to receive, before the vote is taken, written notice of his intent to demand payment for shares if the proposed action is effectuated; and

(b)may not vote any of his shares in favor of the proposed action.

(2)If a proposed corporate action creating dissenters' rights under Section 16-10a-1302 is authorized without a meeting of shareholders pursuant to Section 16-10a-704 , a shareholder who wishes to assert dissenters' rights may not execute a writing consenting to the proposed corporate action.

(3)In order to be entitled to payment for shares under this part, unless otherwise provided in the articles of incorporation, bylaws, or a resolution adopted by the board of directors, a shareholder shall have been a shareholder with respect to the shares for which payment is demanded as of the date the proposed corporate action creating dissenters' rights under Section 16-10a-1302 is approved by the shareholders, if shareholder approval is required, or as of the effective date of the corporate action if the corporate action is authorized other than by a vote of shareholders.

(4)A shareholder who does not satisfy the requirements of Subsections

(1)through

(3)is not entitled to payment for shares under this part.

Amended by Chapter 378 , 2010 General Session