Utah § 48-3a-1043 Approval of conversion.

Utah Statutes

§ 48-3a-1043 — Approval of conversion.

Utah § 48-3a-1043

Title 48Unincorporated Business Entity Act

Ch. 48-3aUtah Revised Uniform Limited Liability Company Act

Part 48-3a-10Merger, Interest Exchange, Conversion, and Domestication

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Bluebook

Utah Code Ann. § 48-3a-1043 (2026).

Text

(1)A plan of conversion is not effective unless it has been approved:

(1)(a) by a domestic converting limited liability company by all the members of the limited liability company entitled to vote on or consent to any matter; and

(1)(b) in a record, by each member of a domestic converting limited liability company that will have interest holder liability for debts, obligations, and other liabilities that arise after the conversion becomes effective:

(1)(b)(i) the operating agreement of the limited liability company provides in a record for the approval of a conversion or a merger in which some or all of its interest holders become subject to interest holder liability by the vote or consent of fewer than all the interest holders; and

(1)(b)(ii) the member voted for or consented in a recor

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(1) A plan of conversion is not effective unless it has been approved:

(1)(a) by a domestic converting limited liability company by all the members of the limited liability company entitled to vote on or consent to any matter; and
(1)(b) in a record, by each member of a domestic converting limited liability company that will have interest holder liability for debts, obligations, and other liabilities that arise after the conversion becomes effective:
(1)(b)(i) the operating agreement of the limited liability company provides in a record for the approval of a conversion or a merger in which some or all of its interest holders become subject to interest holder liability by the vote or consent of fewer than all the interest holders; and
(1)(b)(ii) the member voted for or consented in a record to that provision of the operating agreement or became a member after the adoption of that provision.
(2) A conversion involving a domestic converting entity that is not a limited liability company, including a subject entity, is not effective unless it is approved by the domestic converting entity in accordance with its organic law.
(3) A conversion of a foreign converting entity is not effective unless it is approved by the foreign entity in accordance with the law of the foreign entity's jurisdiction of formation.