Document Genius

Free Utah Corporate Bylaws Template

Corporate bylaws are the internal rules your Utah corporation runs on, and the Act splits the amendment rules across four sections rather than one. Answer a few simple questions and Document Genius builds a customizable set in minutes.

  • Download as PDF and Word
  • E-sign included

How It Works

1

Select Your Template

Choose the state or form type you need to start.

2

Fill In Your Details

Answer a few simple questions to customize your form.

3

Get Your Form

Download or print your custom document in PDF or Word.

What Are Corporate Bylaws in Utah?

Corporate bylaws are the internal rules a Utah corporation adopts to govern itself. Section 16-10a-206 of the Utah Revised Business Corporation Act covers adoption, in text enacted in 1992.

Amendment is where Utah gets granular. Utah corporate bylaws that change a quorum requirement fall under one of two different sections depending on whose quorum is involved.

Utah Requirements for Corporate Bylaws

Adoption takes one subsection. Amendment takes four sections.

Three Ways to Adopt

Subsection (1) works down a chain. The board of directors may adopt initial bylaws; if no directors have been elected, the incorporators may; and if neither has done so, the shareholders may.

What They May Contain

Subsection (2) permits any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the articles of incorporation.

Four Amendment Sections

Section 16-10a-1020 carries the general rule, under the heading amendment of bylaws by board of directors or shareholders.

The Quorum Split

Then Utah separates two cases most states combine. Section 16-10a-1021 covers a bylaw changing the quorum or voting requirement for shareholders, and section 16-10a-1022 covers a bylaw changing the quorum or voting requirement for directors.

Section 16-10a-1023 adds a fourth, covering bylaw provisions relating to the election of directors.

Which Utah Section Governs a Quorum Bylaw?

It depends whose quorum the bylaw changes. A shareholder quorum sends you to 16-10a-1021; a director quorum sends you to 16-10a-1022.

Most state acts fold both into a single provision. Utah keeping them apart means the conditions attaching to each can differ, so reading only one of the two is a way to get the answer wrong.

Identify the subject before drafting. A bylaw that touches both quorums is engaging two sections at once, not one.

Because the shareholders can adopt initial bylaws only where neither the board nor the incorporators has done so, that route disappears the moment either of the other two acts. Record who adopted your bylaws and when, so the basis for the adoption stays clear.

How to Adopt Corporate Bylaws in Utah

Adopting Utah corporate bylaws is internal, and the Division of Corporations never sees them.

  1. File your articles of incorporation to create the corporation.
  2. Work down the chain in subsection (1), starting with the board and falling back only as needed.
  3. Draft the bylaws, running from meetings and quorum through to officers and shares.
  4. Flag any quorum provisions, noting whether they touch shareholders, directors, or both.
  5. Adopt and record the decision with the date and the acting group named.
  6. Store the signed set alongside your corporate records and replace it after each amendment.