Utah Code » Title 16, Chapter 10a — Utah Revised Business Corporation Act; part 16-10a-13 — Dissenters' Rights
Utah Code

Utah Code § 16-10a-1328 (2026)

Procedure for shareholder dissatisfied with payment or offer

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A dissenter who has not accepted an offer made by a corporation under Section 16-10a-1327 may notify the corporation in writing of the dissenter's own estimate of the fair value of the dissenter's shares and demand payment of the estimated amount, plus interest, less any payment made under Section 16-10a-1325, if:
the dissenter believes that the amount paid under Section 16-10a-1325 or offered under Section 16-10a-1327 is less than the fair value of the shares;
the corporation fails to make payment under Section 16-10a-1325 within 60 days after the date set by the corporation as the date by which it must receive the payment demand; or
the corporation, having failed to take the proposed corporate action creating dissenters' rights, does not return the deposited certificates or release the transfer restrictions imposed on uncertificated shares as required by Section 16-10a-1326.
A dissenter waives the right to demand payment under this section unless the dissenter causes the corporation to receive the notice required by Subsection (1) within 30 days after the corporation made or offered payment for the dissenter's shares.
Notes of Decisions
Cited in 3 cases, 1997–2014 · leading case: Torian v. Craig, 289 P.3d 479 (Utah 2012).
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Torian v. Craig, 289 P.3d 479 (Utah 2012). · cites it 4× “Utah Code section 16-10a-1330(1) provides that, "[if a demand for payment under Section 16-10a-1328 remains unresolved, the corporation shall commence a proceeding within 60 days after receiving the payment demand contemplated by Section 16-10a-1328, and petition the court to…”
Oakridge Energy, Inc. v. Clifton, 937 P.2d 130 (Utah 1997). · cites it 3× “Dissenters accepted payment but subsequently exercised their appraisal rights under sections 16-10a-1328 and -1330, 1 claiming a value in excess of $3.”
Utah Resources Int'l, Inc. v. Mark Tech. Corp., 2014 UT 59 (Utah 2014). “§ 16-10a-1328(1) 47 . Id. § 16-10a-1330(1).”
— Utah Code § 16-10a-1328(1) — 1 case
Utah Resources Int'l, Inc. v. Mark Tech. Corp., 2014 UT 59 (Utah 2014). “§ 16-10a-1328(1) 47 . Id. § 16-10a-1330(1).”
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