Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
Division: means the Division of Corporations and Commercial Code. See Utah Code 16-10a-102
Share: means the unit into which the proprietary interests in a corporation are divided. See Utah Code 16-10a-102
if the corporation has issued shares, provide for:
(A)
the cancellation of any issued share; or
(B)
the conversion of any issued share to a membership interest in the domestic limited liability company.
(c)
Before a statement of conversion, in accordance with Section 48-3a-1045, 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 corporation; or
(ii)
if the articles of incorporation or bylaws of the corporation do not provide the method for approval:
(A)
if the corporation has issued shares, by all of the outstanding shares of all classes of shares of the corporation regardless of limitations or restrictions on the voting rights of the shares; or
(B)
if the corporation has not issued shares, by a majority of:
(I)
the directors in office at the time that 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 corporation subject to this chapter by:
(a)
filing articles of incorporation in accordance with this chapter; and
(b)
complying with Section 48-3a-1041, as appropriate pursuant to Section 48-3a-1405.
