Current through the 2024 Fourth Special Session
Section 16-6a-1008.7 - Conversion to or from a domestic limited liability company(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(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 ,§ 20, eff. 5/12/2020.Amended by Chapter 412, 2013 General Session ,§ 5, eff. 7/1/2013.Amended by Chapter 353, 2011 , 2011 General Session