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

Utah Statutes

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

Utah·Title 16 Corporations·Ch. 16-6a Utah Revised Nonprofit Corporation Act·Part 16-6a-10 Amendment of Articles of Incorporation and Bylaws

(1)(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

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(1) (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.

Utah § 16-6a-1008.7 (Conversion to or from a domestic limited liability company.) — published by Counsel Stack Legal Research, free access to 12M+ legal documents.