Records, Information, and Reports

Utah Code tit. 16, ch. 16-10a, pt. 16-10a-P16

in effect

Utah Code § 16-10a-1601 Corporate records.

16-10a-1601. Corporate records. (1) A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, and a record of all actions taken on behalf of the corporation by a committee of the board of directors in place of the board of directors, and a record of all waivers of notices of meetings of shareholders, meetings of the board of directors, or any meetings of committees of the board of directors. (2) A corporation shall maintain appropriate accounting records. (3) A corporation or its agent shall maintain a record of the names and addresses of its shareholders, in a form that permits preparation of a list of shareholders: (a) that is arranged by voting group and within each voting group by class or series of shares; (b) that is in alphabetical order within each class or series; and (c) that shows the address of and the number of shares of each class and series held by each shareholder. (4) A corporation shall maintain its records in written form or in any form capable of conversion into written form within a reasonable time. (5) A corporation shall keep a copy of the following records at its principal office: (a) its articles of incorporation currently in effect; (b) its bylaws currently in effect; (c) the minutes of all shareholders' meetings, and records of all action taken by shareholders without a meeting, for the past three years; (d) all written communications within the past three years to shareholders as a group or to the holders of any class or series of shares as a group; (e) a list of the names and business addresses of its current officers and directors; (f) its most recent annual report delivered to the division under Section 16-1a-212; and (g) all financial statements prepared for periods ending during the last three years that a shareholder could request under Section 16-10a-1605. Amended by Chapter 92, 2026 General Session

Utah Code § 16-10a-1602 Inspection of records by shareholders and directors.

16-10a-1602. Inspection of records by shareholders and directors. (1) A shareholder or director of a corporation is entitled to inspect and copy, during regular business hours at the corporation's principal office, any of the records of the corporation described in Subsection 16-10a-1601(5) if the shareholder or director gives the corporation written notice of the demand at least five business days before the date on which the shareholder or director wishes to inspect and copy. (2) In addition to the rights set forth in Subsection (1), a shareholder or director of a corporation is entitled to inspect and copy, during regular business hours at a reasonable location specified by the corporation, any of the following records of the corporation if the shareholder or director meets the requirements of Subsection (3) and gives the corporation written notice of the demand at least five business days before the date on which the shareholder or director wishes to inspect and copy: (a) excerpts from: (i) minutes of any meeting, records of any action taken by the board of directors, or by a committee of the board of directors while acting on behalf of the corporation in place of the board of directors; (ii) minutes of any meeting of the shareholders; (iii) records of any action taken by the shareholders without a meeting; and (iv) waivers of notices of any meeting of the shareholders, of any meeting of the board of directors, or of any meeting of a committee of the board of directors; (b) accounting records of the corporation; and (c) the record of shareholders described in Subsection 16-10a-1601(3). (3) A shareholder or director is entitled to inspect and copy records as described in Subsection (2) only if: (a) the demand is made in good faith and for a proper purpose; (b) the shareholder or director describes with reasonable particularity the shareholder's or director's purpose and the records the shareholder or director desires to inspect; and (c) the records are directly connected with the shareholder's or director's purpose. (4) For purposes of this section: (a) "proper purpose" means a purpose reasonably related to the demanding shareholder's or director's interest as a shareholder or director; and (b) "shareholder" includes a beneficial owner whose shares are held in a voting trust and any other beneficial owner who establishes beneficial ownership. (5) The right of inspection granted by this section may not be abolished by a corporation's articles of incorporation or bylaws. (6) This section does not affect: (a) the right of a shareholder or director to inspect records under Section 16-10a-720 or, if the shareholder or director is in litigation with the corporation, to the same extent as any other litigant; or (b) the power of a court, independent of this chapter, to compel the production of corporate records for examination. (7) A shareholder or director may not use any information obtained through the inspection or copying of records permitted by Subsection (2) for any purposes other than those set forth in a demand made under Subsection (3). Amended by Chapter 302, 2025 General Session

Utah Code § 16-10a-1603 Scope of inspection right.

16-10a-1603. Scope of inspection right. (1) A shareholder's or director's agent or attorney has the same inspection and copying rights as the shareholder or director represented by the agent or attorney. (2) The right to copy records under Section 16-10a-1602 includes, if reasonable, the right to receive copies made by photographic, xerographic, or other means. (3) Except as provided in Section 16-10a-1606, the corporation may impose a reasonable charge, payable in advance, covering the costs of labor and material, for copies of any documents to be provided to the shareholder or director. The charge may not exceed the estimated cost of production or reproduction of the records. (4) The corporation may comply with a shareholder's or director's demand to inspect the record of shareholders under Subsection 16-10a-1602(2)(c) by providing the shareholder or director with a list of the corporation's shareholders that complies with Subsection 16-10a-1601(3) and was compiled no earlier than the date of the shareholder's or director's demand. Amended by Chapter 302, 2025 General Session

Utah Code § 16-10a-1604 Court-ordered inspection.

16-10a-1604. Court-ordered inspection. (1) (a) If a corporation does not allow a shareholder or director, or the shareholder's or director's agent or attorney, who complies with Subsection 16-10a-1602(1) to inspect or copy any records required by that subsection to be available for inspection, the shareholder or director may petition a court with jurisdiction under Title 78A, Judiciary and Judicial Administration. (b) If a petition is filed under Subsection (1)(a), a court may summarily order inspection and copying of the records demanded at the corporation's expense. (2) (a) If a corporation does not within a reasonable time allow a shareholder or director, or the shareholder's or director's agent or attorney, who complies with Subsections 16-10a-1602(2) and (3), to inspect and copy any records which the shareholder or director is entitled to inspect or copy by this part, the shareholder or director may petition a court with jurisdiction under Title 78A, Judiciary and Judicial Administration. (b) If a petition is filed under Subsection (2)(a), the court may summarily order the inspection or copying of the records demanded. (c) The court shall dispose of a petition under this subsection on an expedited basis. (3) If a court orders inspection or copying of records demanded, the court shall also order the corporation to pay the shareholder's or director's costs incurred to obtain the order, including reasonable counsel fees, unless the corporation proves that it refused inspection in good faith because it had a reasonable basis for doubt about the right of the shareholder or director, or the shareholder's or director's agent or attorney, to inspect the records demanded. (4) If a court orders inspection or copying of records demanded, the court may: (a) impose reasonable restrictions on the use or distribution of the records by the demanding shareholder or director; (b) order the corporation to pay the shareholder or director for any damages incurred as a result of the corporation's denial if the court determines that the corporation did not act in good faith in refusing to allow the inspection or copying; (c) if inspection or copying is ordered pursuant to Subsection (2), order the corporation to pay the expenses of inspection and copying if the court determines that the corporation did not act in good faith in refusing to allow the inspection or copying; and (d) grant the shareholder or director any other available legal remedy. Amended by Chapter 401, 2023 General Session

Utah Code § 16-10a-1605 Financial statements.

16-10a-1605. Financial statements. Upon the written request of any shareholder, a corporation shall mail to the shareholder its most recent annual or quarterly financial statements showing in reasonable detail its assets and liabilities and the results of its operations. Amended by Chapter 302, 2025 General Session

Utah Code § 16-10a-1606 Information respecting shares.

16-10a-1606. Information respecting shares. Upon the written request of any shareholder, a corporation at its own expense shall mail to the shareholder the information specified by Subsection 16-10a-625(3), whether or not the information is also contained or summarized on any share certificate of the shareholder. The corporation may comply with this section by mailing articles of incorporation including the designations, preferences, limitations, and relative rights applicable to each class and series of shares and the authority of the board of directors to determine variations for any existing or future class or series. Amended by Chapter 302, 2025 General Session

Utah Code § 16-10a-1608 Statement of person named as director or officer.

16-10a-1608. Statement of person named as director or officer. Any person named as a director or officer of a domestic or foreign corporation in an annual report or other document on file with the division may, if the person does not hold the named position, deliver to the division for filing a statement setting forth: (1) the person's name; (2) the domestic or foreign corporation's name; (3) information sufficient to identify the report or other document in which the person is named as a director or officer; and (4) the date on which the person ceased to be a director or officer of the domestic or foreign corporation, or a statement that the person did not hold the position for which the person was named in the corporate report or other document. Amended by Chapter 302, 2025 General Session

Source: Utah Office of Legislative Research and General Counsel (le.utah.gov)URL: https://le.utah.gov/xcode/Title16/Chapter10A/16-10a-P16.html?v=C16-10a-P16_1800010118000101Fetched: 10/26/2026