Utah § 16-10a-303 Ultra vires.

Utah Statutes

§ 16-10a-303 — Ultra vires.

Utah § 16-10a-303

Title 16Corporations

Ch. 16-10aUtah Revised Business Corporation Act

Part 16-10a-3Purposes and Powers

This text of Utah § 16-10a-303 (Ultra vires.) is published on Counsel Stack Legal Research, covering Utah primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Utah Code Ann. § 16-10a-303 (2026).

Text

(1)Except as provided in Subsection (2), the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act.

(2)A corporation's power to act may be challenged:

(2)(a) in an action by a shareholder against the corporation to enjoin the act;

(2)(b) in an action by the corporation, directly, derivatively, or through a receiver, trustee, or other legal representative, against an incumbent or former director, officer, employee, or agent of the corporation; or

(2)(c) in an action by the attorney general under Section 16-10a-1430.

(3)In a shareholder's action under Subsection (2)(a) to enjoin an unauthorized corporate act, the court may enjoin or set aside the act, if equitable and if all affected persons are parties to the proceeding, and m

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(1) Except as provided in Subsection (2), the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act.
(2) A corporation's power to act may be challenged:

(2)(a) in an action by a shareholder against the corporation to enjoin the act;
(2)(b) in an action by the corporation, directly, derivatively, or through a receiver, trustee, or other legal representative, against an incumbent or former director, officer, employee, or agent of the corporation; or
(2)(c) in an action by the attorney general under Section 16-10a-1430.
(3) In a shareholder's action under Subsection (2)(a) to enjoin an unauthorized corporate act, the court may enjoin or set aside the act, if equitable and if all affected persons are parties to the proceeding, and may award damages for loss, other than anticipated profits, suffered by the corporation or another party because of enjoining the unauthorized act.