16-1a-704. Approval of merger.

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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 merger is not effective unless:

(a)a domestic merging entity approves the plan of merger:

(i)in accordance with the requirements, if any, of the domestic merging entity's organic law and organic rules for approval of:

(A)for an entity that is not a limited cooperative association, the merger; or

(B)for an entity that is a limited cooperative association, a transaction under this part; or

(ii)by each interest holder of the domestic merging entity that is entitled to vote or consent to the plan of merger voting in favor of the plan of merger if:

(A)for an entity that is not a business corporation or a limited cooperative association, neither the business corporation's nor the limited cooperative association's organic rules provide for the approval of a merger; or

(B)for an entity that is a limited cooperative association, neither the limited cooperative association's organic law nor organic rules provide for the approval of a transaction under this part; and

(i)for a business corporation or a nonprofit corporation, each interest holder of a domestic merging entity that will have interest holder liability for a debt, an obligation, or other liability after the merger becomes effective approves the merger; or

(ii)for an entity that is not a business corporation or a nonprofit corporation:

(A)a provision of the entity's organic rules provide for the approval of a merger in which one or more of the entity's interest holders will become subject to interest holder liability; and

(B)each interest holder consents to or votes in favor of the provision described in Subsection (1)(b)(ii)(A) or became an interest holder after the adoption of the provision.

(2)A merger described in this part that involves a foreign merging entity is not effective unless the foreign entity approves the merger in accordance with the law of the foreign entity's jurisdiction of formation.

Enacted by Chapter 93 , 2026 General Session