16-1a-904. Approval of conversion.

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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 conversion does not take effect unless:

(a)a domestic converting entity approves the plan of conversion:

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

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

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

(B)for a business corporation, a merger requiring approval by a vote of the interest holders of the business corporation, as if the conversion were that type of merger; and

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

(iii)by each interest holder of the entity that is 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 entity's organic law and organic rules do not provide for the approval of a conversion or a merger; or

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

(b)each interest holder of a domestic converting entity that will have interest holder liability for a debt, obligation, or other liability that the domestic converting entity incurs after the conversion approves the plan of conversion in a record; and

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

(i)the organic rules of the entity contain a provision that provides in a record for the approval of an interest exchange or a 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 holders consent in a record to or vote for the provision described in Subsection (1)(c)(i) or became an interest holder after the adoption of the provision.

(2)A conversion of a foreign converting entity does not take effect until the foreign entity approves the conversion in accordance with the law of the foreign entity's jurisdiction of formation.

Enacted by Chapter 93 , 2026 General Session