| (1) |
An entity that has been converted pursuant to this part is for all purposes the same entity that existed before the conversion and is not a new entity but, after conversion, is organized under the organic law of the converted entity and is subject to that law and other law as it applies to the converted entity. |
Terms Used In Utah Code 16-16-1605
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
- Property: includes both real and personal property. See Utah Code 68-3-12.5
- Service of process: The service of writs or summonses to the appropriate party.
- State: when applied to the different parts of the United States, includes a state, district, or territory of the United States. See Utah Code 68-3-12.5
| (2) |
When a conversion takes effect under this part:
| (a) |
all property owned by the converting entity remains vested in the converted entity; |
| (b) |
all debts, liabilities, and other obligations of the converting entity continue as obligations of the converted entity; |
| (c) |
an action or proceeding pending by or against the converting entity may be continued as if the conversion had not occurred; |
| (d) |
except as prohibited by other law, all the rights, privileges, immunities, powers, and purposes of the converting entity remain vested in the converted entity; |
| (e) |
except as otherwise provided in the plan of conversion, the terms and conditions of the plan of conversion take effect; and |
| (f) |
except as otherwise provided in the plan of conversion, the conversion does not dissolve a converting limited cooperative association for purposes of 12. |
|
| (3) |
A converted entity that is an entity organized under the laws of a jurisdiction other than this state consents to the jurisdiction of the courts of this state to enforce any obligation owed by the converting limited cooperative association if, before the conversion, the converting limited cooperative association was subject to suit in this state on the obligation. A converted entity that is an entity organized under the laws of a jurisdiction other than this state and not authorized to transact business in this state appoints the division as its agent for service of process for purposes of enforcing an obligation under this Subsection (3). Service on the division under this Subsection (3) is made in the same manner and with the same consequences as under Subsections 16-16-120(3) and (4). |
Enacted by Chapter 363, 2008 General Session
