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Utah Code Title 16. Corporations § 16-6a-1008.7. Conversion to or from a domestic limited liability company

Current as of January 01, 2025 | Updated by Findlaw Staff

(1)(a) A domestic nonprofit corporation may convert to a domestic limited liability company subject to Title 48, Chapter 3a, Utah Revised Uniform Limited Liability Company Act, pursuant to Section 48-3a-1405, by complying with:

(i) this Subsection (1); and

(ii)Section 48-3a-1041.

(b) If a domestic nonprofit corporation converts to a domestic limited liability company in accordance with this Subsection (1), the articles of conversion or statement of conversion, as applicable, shall:

(i) comply with Sections 48-3a-1042 and 48-3a-1045; and

(ii) if the corporation has any members, provide for:

(A) the cancellation of any membership; or

(B) the conversion of any membership in the domestic nonprofit corporation to a membership interest in the domestic limited liability company.

(c) Before articles of conversion or statement of conversion may be filed with the division, the conversion shall be approved:

(i) in the manner provided for the articles of incorporation or bylaws of the domestic nonprofit corporation; or

(ii) if the articles of incorporation or bylaws of the domestic nonprofit corporation do not provide the method for approval:

(A) if the domestic nonprofit corporation has voting members, by all of the members of the domestic nonprofit corporation regardless of limitations or restrictions on the voting rights of the members; or

(B) if the nonprofit domestic corporation does not have voting members, by a majority of:

(I) the directors in office at the time the conversion is approved by the board of directors; or

(II) if directors have not been appointed or elected, the incorporators.

(2) A domestic limited liability company may convert to a domestic nonprofit corporation subject to this chapter by:

(a) filing articles of incorporation in accordance with this chapter; and

(b) complying with Section 48-3a-1041, pursuant to Section 48-3a-1405.

(3) Any conversion under this section may not result in a violation, directly or indirectly, of:

(a)Section 16-6a-1301; or

(b) any other provision of this chapter.

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Cite this article: FindLaw.com - Utah Code Title 16. Corporations § 16-6a-1008.7. Conversion to or from a domestic limited liability company - last updated January 01, 2025 | https://codes.findlaw.com/ut/title-16-corporations/ut-code-sect-16-6a-1008-7/

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