The Utah Revised Business Corporation Act provides that one or more persons may act as the incorporator or incorporators of a corporation. An incorporator who is a natural person must be at least 18 years old. Such corporations have the liberty to engage in any lawful business unless a more limited purpose is set forth in its articles of incorporation. Each corporation should maintain a registered office and registered agent in the state of Utah.
Unless its articles of incorporation provide differently, a corporation has perpetual duration and succession in its corporate name. It has the same powers as a natural person to do all things necessary to carry out its business. The name of a corporation shall contain the word “corporation”, “incorporated”, “company” or “limited” or the abbreviation “corp.”, “inc.”, “co.” or “ltd.” or words or abbreviations of like import in another language. A corporation shall not contain language implying that the corporation is organized for a purpose other than that stated in its articles of incorporation.
The corporate existence of a corporation begins when the articles of incorporation are filed with the division. After incorporation the initial directors shall hold an organizational meeting to complete the organization of the corporation by appointing officers and carrying on any other business brought before the meeting.
The incorporators, board of directors or shareholders of a corporation may adopt initial bylaws for the corporation. The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation. The bylaws shall not be inconsistent with its articles of incorporation.
The articles of incorporation or bylaws may prescribe qualifications for directors. A director need not be a resident of the state of Utah or a shareholder of the corporation unless the articles of incorporation or bylaws so prescribe. A corporation’s board of directors must consist of a minimum of three individuals. However, before any shares are issued, a corporation’s board of directors may consist of only one or more individuals. The authority of the board of directors shall be subject to any limitation set forth in the articles of incorporation. The number of directors may be increased or decreased from time to time by amendment or in the manner provided in the articles of incorporation or the bylaws.
The articles of incorporation shall prescribe the classes of shares and the number of shares of each class that the corporation is authorized to issue. If more than one class of shares is authorized the articles of incorporation shall prescribe a distinguishing designation for each class.
A corporation may hold the annual shareholders’ meeting in or outside the state of Utah at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws, the corporation shall hold the annual meeting at its principal office. Failure to hold an annual meeting in one or more years does not affect the validity of any corporate action.