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Utah Code Title 48. Partnership--Unincorporated Business Entities § 48-3a-1043. Approval of conversion

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

(1) A plan of conversion is not effective unless it has been approved:

(a) by a domestic converting limited liability company by all the members of the limited liability company entitled to vote on or consent to any matter; and

(b) in a record, by each member of a domestic converting limited liability company that will have interest holder liability for debts, obligations, and other liabilities that arise after the conversion becomes effective:

(i) the operating agreement of the limited liability company provides in a record for the approval of a conversion or a merger in which some or all of its interest holders become subject to interest holder liability by the vote or consent of fewer than all the interest holders; and

(ii) the member voted for or consented in a record to that provision of the operating agreement or became a member after the adoption of that provision.

(2) A conversion involving a domestic converting entity that is not a limited liability company, including a subject entity, is not effective unless it is approved by the domestic converting entity in accordance with its organic law.

(3) A conversion of a foreign converting entity is not effective unless it is approved by the foreign entity in accordance with the law of the foreign entity's jurisdiction of formation.

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Cite this article: FindLaw.com - Utah Code Title 48. Partnership--Unincorporated Business Entities § 48-3a-1043. Approval of conversion - last updated January 01, 2025 | https://codes.findlaw.com/ut/title-48-partnership-unincorporated-business-entities/ut-code-sect-48-3a-1043/

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