Utah Corporate Bylaws

Your company’s corporate bylaws are an internal document that sets up the structure, processes, and rules of your Utah corporation. Written by your initial shareholders, your corporate bylaws establish company policy for a variety of situations including appointing and removing directors and officers, buying and selling stock, and how to address conflicts of interest.

The state of Utah does not require corporations to write bylaws (unless the company is publicly traded and subject to SEC laws), but having a solid set of corporate bylaws is essential when avoiding internal and legal problems in the future.

For example, say you formed your corporation with two other shareholders. Time passes and one of those shareholders wants out of the business. Rather than dividing and selling their shares equally between the two existing shareholders, they decide to sell all of their shares to the other shareholder, giving that person a higher ownership stake in your company. Writing strong bylaws that limit how company stock is sold makes sure scenarios like this are avoided.

FREE Utah Corporate Bylaws Template

You can use our Utah Corporate Bylaws Template for free! Simply use the online tool below to fill out our attorney-drafted template. If you don’t have everything you need to fill out your bylaws correctly right now, no problem! Go ahead and start the form. We’ll save your progress so that when you’re ready, you can come back and pick up where you left off.

Whether you hire us as your registered agent or to form your Utah Corporation, Utah Registered Agent™ provides all the tools you need to start your business and stay in good standing with the state of Utah. Once signed up, you’ll get a private client account where your registered agent details, documents, invoices, and forms for managing your business are stored.

What Should Be Included In Your Utah Corporate Bylaws

When it comes to writing bylaws, there are no hard rules as to exactly what topics need to be covered or how they should work. Instead, your company bylaws can be as brief or as thorough as you want them to be. Generally speaking, however, there are several important subjects you’ll want to include.

Company Shareholders

Your corporate bylaws establish ownership of your Utah corporation. You should list the company’s initial shareholders here and include their complete names and addresses. It’s also important to list each shareholder’s capital contribution (i.e. what they contributed to the corporation in exchange for their shares of stock).

You’ll want to make sure you list the exact value of assets and cash each shareholder has put into the company. It can be difficult to convert the value of an asset to the value of shares of stock, but you’ll want to try and be as exact as possible in order to give fair market value in the exchange. For example, if a shareholder contributes $50,000 in exchange for $20,000 worth of stock, a court may later find that this is not a proper exchange and may look into that shareholder for possibly using their shares of stock in the company as a way to avoid paying taxes.

Make sure you list the exact number of shares that each of your shareholders receives. If your Utah corporation has different classes of stock (like common stock and preferred stock) you will not only need to indicate which shareholders own what class of stock, but also include the specific rights that those classes of shares have.

Board of Directors and Corporate Officers

Utah corporations are managed by a board of directors and the company’s corporate officers. The responsibilities and duties of these roles, as well as the people who take on these positions, should be included and thoroughly detailed in your corporate bylaws.

Your corporation’s Board of Directors manages the company’s interests. This includes appointing company officers and making financial decisions. Directors are given fiduciary responsibilities. This means that they are required to remain loyal to the company and act on good faith when making important decisions. For example, the board of directors cannot make any financial decisions that would benefit the directors at the expense of the company.

Your company’s Corporate Officers are appointed by and report directly to the company’s directors. Ideally, your officers and directors will work together to grow the company’s success. The role of each officer varies, depending on their title:

• Chief Executive Officer (CEO): Your corporation’s highest-ranking executive (a.k.a. The Boss).
• Chief Operations Officer (COO): The executive in charge of daily operations, usually second in command.
• Chief Financial Officer (CFO): The executive in charge of the company’s finances.

Buying and Selling Stock

As mentioned above, your Utah corporate bylaws will need to include detailed information about your company’s policies for buying and selling shares of stock. This includes who should be offered the purchase of shares first, whether or not those shares can be sold to an individual outside of the company, what happens to a shareholder’s stock if they die or are incapacitated, as well as rules and procedures for shareholder meetings.

Amendments

The state of Utah allows shareholders and the board of directors to amend bylaws. However, Utah also allows you to give this power to the shareholders if this policy is included in your Articles of Incorporation or corporate bylaws (UT Code § 16-10a-1020 (2019)).

You will establish the process for amending your corporate bylaws in the bylaws themselves. For example, your bylaws may indicate what percentage of “yes” votes is required in order to pass an amendment.

Dissolution

Very few people incorporate with the intent to eventually dissolve their business. However, it’s still important to lay out what the procedure will be should dissolution be deemed necessary. For example, who would vote for the dissolution (usually shareholders) and whether or not that vote needs to be unanimous.

Utah Corporate Bylaws FAQs

Can I write my own Utah corporate bylaws?

Sure! You (or anyone on the company’s board of directors) can write your Utah corporate bylaws. However, a great deal of time and research is needed in order for your corporate bylaws to be as detailed and comprehensive as possible. Unlike a Utah LLC operating agreement, corporate structure is pretty complicated and it’s important to cover all your bases. For that reason, we recommend consulting a business lawyer to double-check your bylaws and make sure they are legally sound.

You can hire a lawyer, but there are plenty of companies out there that can provide you with attorney-drafted bylaws. We offer our attorney-reviewed corporate bylaws template for FREE. Use our free tool above and create your own Utah corporate bylaws. We’ll automatically save your progress so that you can complete your bylaws on your own time. Once done, you can download and print your document.

Do I need to file my UT corporate bylaws with the state?

The state of Utah does not require corporations to submit corporate bylaws. Your bylaws are an internal document for use within your company. Some outside groups may request to see your bylaws. For example, most banks require a copy of your Utah corporate bylaws when opening a business bank account.

How do I change my Utah corporate bylaws?

Hopefully your Utah corporate bylaws were written to include corporate procedures for amending the bylaws themselves. This usually requires getting a specific number of votes from the board of directors, but the shareholders may have the power to vote on amendments if specifically allowed by the bylaws, Articles of Incorporation, or the shareholder agreement.

Are my company’s corporate bylaws legally binding?

Yes. As long as your corporate bylaws are in compliance with state and federal law, this document acts an enforceable legal contract between the corporation’s shareholders, officers, and directors.

What if I lose my UT corporate bylaws?

If you misplace your corporate bylaws, check with company’s other directors first to see if they can provide you with a copy. If you’re in a situation where there is dispute within the company, your lawyer can subpoena others in the company for a copy of the bylaws. You may also be able to get a copy from the bank that holds your business bank accounts. (Corporate bylaws are usually required when opening an account.)

Worst case scenario and you’ve lost them entirely, you’ll need to draft a new set of corporate bylaws and have it approved by the board of directors. Keep in mind that if you do this, your new bylaws will replace the original.

Even better, hire us form your corporation and we’ll keep a copy of your completed bylaws in your client account where you’ll have immediate access to them 24/7.