Utah § 48-3a-1053 Approval of domestication.

Utah Statutes

§ 48-3a-1053 — Approval of domestication.

Utah § 48-3a-1053

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-1053 (2026).

Text

(1)A plan of domestication of a domestic domesticating limited liability company is not effective unless it has been approved:

(1)(a) by all the members entitled to vote on or consent to any matter; and

(1)(b) in a record, by each member that will have interest holder liability for debts, obligations, and other liabilities that arise after the domestication becomes effective, unless:

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

(1)(b)(ii) the member voted for or consented in a record to that provision of the operating agreement or became an interest holder after the adoption of that

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(1) A plan of domestication of a domestic domesticating limited liability company is not effective unless it has been approved:

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