Utah Corporate Bylaws

Utah corporate bylaws determine a corporation’s behavior, business practices, and structure, thus providing a blueprint for its management. Additionally, emergency bylaws can be put in effect in order to adapt to statewide or federal emergencies preventing the normal function of the corporation.

Last updated December 6th, 2024

Utah corporate bylaws determine a corporation’s behavior, business practices, and structure, thus providing a blueprint for its management. Additionally, emergency bylaws can be put in effect in order to adapt to statewide or federal emergencies preventing the normal function of the corporation.

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Are bylaws required in Utah?

No, corporations aren’t legally required to adopt bylaws, but without them, they risk disorganization and mismanagement. [1]

Utah Corporate Laws

  • Corporate Tax: Corporations must pay a tax of 4.65% of their “Utah taxable income.”[2]
  • Board: The board of directors manages the Utah corporation but remains “subject to any limitation set forth” by the shareholders or the articles of incorporation. [3]
    • Number – The bylaws (in addition to the articles of incorporation) can fix the exact number of directors; however, Utah requires that a board has “a minimum of three individuals” as acting directors. [4]
    • Qualifications – A director is “a natural person,” while the bylaws or articles determine other requirements. [5]
    • Terms – The initial shareholders’ meeting elects new directors that hold their elected position until the next annual “meeting following their election.”[6]
    • Staggered Terms – Terms adjusted to two or three years (whichever is appropriate) because directors are classified into two to three groups, with “each group containing 1/2 or 1/3 of the total” number of directors. [7]
  • Officers: Officers are appointed by the board of directors or “designated in its bylaws” accordingly. [8]
  • Fiduciary Duty: Directors and Officers make their decisions and carry out their duties as any average person “in a like position” that acts in the corporation’s best interests. [9]
  • Meetings: Both the articles of incorporation and the bylaws dictate the protocol and attendance of meetings but if no such provisions exist then the board “may permit any or all directors” to participate and attend meetings.[10]
  • Quorum: The bylaws can be used to define a quorum’s requirement as well as dictate the total number of directors, however the minimum can never be set to less than one third the “fixed or prescribed number of directors.”[11]
  • Emergency Bylaws: Corporations develop separate bylaws explicitly made to manage the corporation “in the event of an emergency” (i.e., naming substitute directors). [12]

Sources

  1. UT Code § 16-10a-206 (2023)
  2. UT Code § 59-7-104 (2023)
  3. UT Code § 16-10a-801 (2023)
  4. UT Code § 16-10a-803 (2023)
  5. UT Code § 16-10a-802 (2023)
  6. UT Code § 16-10a-805 (2023)
  7. UT Code § 16-10a-806 (2023)
  8. UT Code § 16-10a-830 (2023)
  9. UT Code § 16-10a-840 (2023)
  10. UT Code § 16-10a-820 (2023)
  11. UT Code § 16-10a-824 (2023)
  12. UT Code § 16-10a-302 (2023)