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

16-6a-1008.7. Conversion to or from a domestic limited liability company.

(1)

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Terms Used In Utah Code 16-6a-1008.7

Articles of incorporation: include :

(a)	amended articles of incorporation;

(b)	restated articles of incorporation;

(c)	articles of merger; and

(d)

a document of a similar import to the documents described in Subsections (3)(a) through (c). See Utah Code 16-6a-102

board of directors: means the body authorized to manage the affairs of a domestic or foreign nonprofit corporation. See Utah Code 16-6a-102

Bylaws: includes :

(i)	amended bylaws; and

(ii)

restated bylaws. See Utah Code 16-6a-102

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 16-6a-102

domestic corporation: means a corporation for profit that:

(a)	is not a foreign corporation; and

(b)

is incorporated under or subject to Chapter 10a, Utah Revised Business Corporation Act. See Utah Code 16-6a-102

domestic nonprofit corporation: means an entity that:

(a)	is not a foreign nonprofit corporation; and

(b)

is incorporated under or subject to this chapter. See Utah Code 16-6a-102

Membership: refers to the rights and obligations of a member or members. See Utah Code 16-6a-102

(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.

Amended by Chapter 354, 2020 General Session

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