16-1a-905. Amendment or abandonment of plan of conversion.

430 words·~2 min read·/ut/title-16/chapter-1a/16-1a-905·

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

Effective 10/1/2026

(1)A domestic converting entity may amend the domestic converting entity's plan of conversion:

(a)in the same manner as the domestic converting entity approved the plan of conversion, if the plan does not provide for the manner by which the domestic converting entity may amend the plan of conversion;

(b)by the domestic converting entity's governors or interest holders in the manner provided in the plan of conversion, but an interest holder that was entitled to vote on or consent to approval of the conversion may vote on or consent to any amendment to the plan that will change:

(i)the amount or kind of interests, securities, obligations, money, other property, or rights to acquire interest or securities that the interest holders of the converting entity will receive under the plan of conversion;

(ii)the public organic record, if any, or private organic rules of the converted entity that will be in effect immediately after the conversion takes effect, except for changes that do not require approval of the converted entity's interest holders under the converted entity's organic law or organic rules; or

(iii)any other term or condition of the plan, if the change would adversely affect the interest holder in a material respect.

(a)After a domestic converting entity approves a plan of conversion and before a statement of conversion is effective, the domestic converting entity may abandon the plan of conversion as provided in the plan of conversion.

(b)Unless prohibited by the plan of conversion, a domestic converting entity may abandon the plan in the same manner as the domestic converting entity approved the plan of conversion.

(3)If a domestic converting entity abandons a plan of conversion after a statement of conversion has been delivered to the division for filing and before the statement is effective, the domestic converting entity shall:

(a)sign a statement of abandonment; and

(b)deliver the signed statement of abandonment to the division for filing before the statement of conversion takes effect.

(4)A statement of abandonment takes effect on the day and time on which the division files the statement of abandonment and the conversion is abandoned and does not take effect.

(5)A statement of abandonment shall contain:

(a)the name of the converting entity;

(b)the day on which the converting entity files the statement of conversion with the division; and

(c)a statement that the domestic converting entity abandoned the conversion in accordance with this section.

Enacted by Chapter 93 , 2026 General Session