Utah Code 16-6a-1008.7. Conversion to or from a domestic limited liability company
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Terms Used In Utah Code 16-6a-1008.7
- Articles of incorporation: include :(3)(a) amended articles of incorporation;(3)(b) restated articles of incorporation;(3)(c) articles of merger; and(3)(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 :
(6)(b)(i) amended bylaws; and(6)(b)(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:
(15)(a) is not a foreign corporation; and(15)(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:
(37)(a) is not a foreign nonprofit corporation; and(37)(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
(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:(1)(a)(i) this Subsection (1); and(1)(a)(ii) Section 48-3a-1041.(1)(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:(1)(b)(i) comply with Sections 48-3a-1042 and 48-3a-1045; and(1)(b)(ii) if the corporation has any members, provide for:(1)(b)(ii)(A) the cancellation of any membership; or(1)(b)(ii)(B) the conversion of any membership in the domestic nonprofit corporation to a membership interest in the domestic limited liability company.(1)(c) Before articles of conversion or statement of conversion may be filed with the division, the conversion shall be approved:(1)(c)(i) in the manner provided for the articles of incorporation or bylaws of the domestic nonprofit corporation; or(1)(c)(ii) if the articles of incorporation or bylaws of the domestic nonprofit corporation do not provide the method for approval:(1)(c)(ii)(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(1)(c)(ii)(B) if the nonprofit domestic corporation does not have voting members, by a majority of:(1)(c)(ii)(B)(I) the directors in office at the time the conversion is approved by the board of directors; or(1)(c)(ii)(B)(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:(2)(a) filing articles of incorporation in accordance with this chapter; and(2)(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:(3)(a) Section 16-6a-1301; or(3)(b) any other provision of this chapter.