Utah Code 48-3a-1041. Conversion authorized
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(1) As used in Sections 48-3a-1041 through 48-3a-1046, the term “subject entity” includes a corporation, a business trust or association, a real estate investment trust, a common-law trust, or any other unincorporated business, including a general partnership, a registered limited liability partnership, a limited partnership, a nonprofit corporation, or a foreign company.
Terms Used In Utah Code 48-3a-1041
- 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.
- Foreign limited liability company: means an unincorporated entity formed under the law of a jurisdiction other than this state, which would be a limited liability company, including a low-profit limited liability company, if formed under the law of this state. See Utah Code 48-3a-102
- 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.
- Jurisdiction of formation: means , with respect to an entity, the jurisdiction:(9)(a) under whose law the entity is formed; or(9)(b) in the case of a limited liability partnership or foreign limited liability partnership, in which the partnership's statement of qualification is filed. See Utah Code 48-3a-102
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
(2) A subject entity may convert to a domestic company by complying with Sections 48-3a-1041 through 48-3a-1046.(3) By complying with Sections 48-3a-1041 through 48-3a-1046, a domestic limited liability company may become:(3)(a) a domestic entity that is a different type of entity; or(3)(b) a foreign entity that is a different type of entity, if the conversion is authorized by the law of the foreign jurisdiction.(4) By complying with the provisions of Sections 48-3a-1041 through 48-3a-1046 applicable to foreign entities, a foreign entity that is not a foreign limited liability company may become a domestic limited liability company if the conversion is authorized by the law of the foreign entity’s jurisdiction of formation.(5) If a protected agreement contains a provision that applies to a merger of a domestic limited liability company but does not refer to a conversion, the provision applies to a conversion of the entity as if the conversion were a merger until the provision is amended after January 1, 2014.