Utah § 16-10a-842 Liability of directors for unlawful distributions.

Utah Statutes

§ 16-10a-842 — Liability of directors for unlawful distributions.

Utah § 16-10a-842

Title 16Corporations

Ch. 16-10aUtah Revised Business Corporation Act

Part 16-10a-8Directors and Officers

This text of Utah § 16-10a-842 (Liability of directors for unlawful distributions.) 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-842 (2026).

Text

(1)A director who votes for or assents to a distribution made in violation of Section 16-10a-640 or the articles of incorporation is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating Section 16-10a-640 or the articles of incorporation, if it is established that the director's duties were not performed in compliance with Section 16-10a-840. In any proceeding commenced under this section, a director has all of the defenses ordinarily available to a director.

(2)A director held liable under Subsection (1) for an unlawful distribution is entitled to contribution:

(2)(a) from every other director who could be held liable under Subsection (1) for the unlawful distribution; and

(2)(b) from each shareholder,

Free access — add to your briefcase to read the full text and ask questions with AI

(1) A director who votes for or assents to a distribution made in violation of Section 16-10a-640 or the articles of incorporation is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating Section 16-10a-640 or the articles of incorporation, if it is established that the director's duties were not performed in compliance with Section 16-10a-840. In any proceeding commenced under this section, a director has all of the defenses ordinarily available to a director.
(2) A director held liable under Subsection (1) for an unlawful distribution is entitled to contribution:

(2)(a) from every other director who could be held liable under Subsection (1) for the unlawful distribution; and
(2)(b) from each shareholder, who accepted the distribution knowing the distribution was made in violation of Section 16-10a-640 or the articles of incorporation, the amount of the contribution from each shareholder being the amount of the distribution to the shareholder multiplied by the percentage of the amount of distribution to all shareholders that exceeded what could have been distributed to shareholders without violating Section 16-10a-640 or the articles of incorporation.
(3) A proceeding under this section is barred unless it is commenced within two years after the date on which the effect of the distribution is measured under Subsection 16-10a-640(5) or (7).