16-1a-906. Statement of conversion -- Effective date of conversion.

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Effective 10/1/2026

(1)A converting entity shall sign a statement of conversion and deliver the statement of conversion to the division for filing.

(2)A statement of conversion shall contain:

(a)the converting entity's name, jurisdiction of formation, and type of entity;

(b)the converted entity's name, jurisdiction of formation, and type of entity;

(c)if the statement of conversion is not to be effective upon filing, the later day and time on which the statement of conversion will take effect, which may not be more than 90 days after the day on which the division files the statement of conversion;

(i)if the converting entity is a domestic entity, a statement that the converting entity approved the plan of conversion in accordance with Section 16-1a-904 ; or

(ii)if the converting entity is a foreign entity, a statement that the converting entity approved the plan of conversion in accordance with the law of the converting entity's jurisdiction of formation;

(e)if the converting entity is a domestic entity, the converting entity's public organic record;

(f)if the converted entity is a domestic limited liability partnership, the converted entity's statement of qualification; and

(g)if the converted entity is a foreign entity that is not a registered foreign entity, a mailing address to which the division may send any process served on the division.

(3)In addition to the requirements of Subsection

(2), a statement of conversion may contain any other provision not prohibited by law.

(4)If the converted entity is a domestic entity, the converted entity's public organic record, if any, shall satisfy the requirements of the laws of this state, except that the public organic record:

(a)is not required to be signed; and

(b)is not required to be included in a restatement of the public organic record.

(a)A domestic converting entity may deliver a plan of conversion that a domestic converting entity signs and that meets all of the requirements of Subsection

(2)to the division for filing instead of a statement of conversion.

(b)A domestic converting entity delivering a plan of conversion in accordance with Subsection (5)(a) has the same effect as delivering a statement of conversion to the division.

(c)If a domestic converting entity delivers a plan of conversion as described in this Subsection

(5), all references to a statement of conversion refer to the plan of conversion filed in accordance with this part.

(6)A statement of conversion takes effect on the day and time:

(a)on which the domestic converting entity delivers the statement of conversion to the division for filing; or

(b)specified in the statement of conversion that is later than the day and time on which the domestic converting entity delivers the statement of conversion to the division for filing.

(a)If a converted entity is a domestic entity, a conversion takes effect on the day and time on which the statement of conversion takes effect.

(b)If a converted entity is a foreign entity, the conversion takes effect on the later of:

(i)the day and time provided by the organic law of the converted entity; or

(ii)the day and time on which the statement of conversion takes effect.

Enacted by Chapter 93 , 2026 General Session