16-1a-1004. Approval of domestication.

414 words·~2 min read·/ut/title-16/chapter-1a/16-1a-1004

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

Effective 10/1/2026

(1)A plan of domestication does not take effect unless:

(a)a domestic domesticating entity approves the plan of domestication:

(i)in accordance with the requirements, if any, of the domestic domesticating entity's organic rules for the approval of a domestication;

(ii)if the domestic domesticating entity's rules do not provide for approval of a domestication, in accordance with the requirements, if any, of the domestic domesticating entity's organic law and organic rules for the approval of:

(A)for an entity that is not a business corporation or limited cooperative association, a merger, as if the domestication were a merger;

(B)for a business corporation, a merger requiring approval for a vote of the interest holders of the business corporation, as if the domestication was that type of merger; or

(C)for a limited cooperative association, a transaction under this part; or

(iii)by each interest holder of the entity entitled to vote on or consent to any matter if:

(A)for an entity that is not a business corporation or a limited cooperative association, the business corporation's or limited cooperative association's organic law or organic rules do not provide for the approval of a domestication or merger; or

(B)for a limited cooperative association, the limited cooperative association's organic law or organic rules do not provide for the approval of a domestication or a transaction under this part;

(b)each interest holder that will have interest holder liability for a debt, obligation, or other liability that a domesticated entity incurs after the domestication takes effect approves the domestication in a record; and

(c)for an entity that is not a business corporation or a nonprofit corporation, the entity shall comply with the provisions of Subsection (1)(b) , unless:

(i)the organic rules of the entity contain a provision in a record for the approval of a domestication or merger in which some or all of the entity's interest holders become subject to interest holder liability by the vote or consent of fewer than all the interest holders; and

(ii)the interest holder consented in a record to or voted for the provision described in Subsection (1)(c)(i) or became an interest holder after the adoption of the provision.

(2)A domestication of a foreign domesticating entity does not take effect unless the foreign domesticating entity approves the domestication in accordance with the law of the foreign entity's jurisdiction of formation.

Enacted by Chapter 93 , 2026 General Session