Superseded 10/1/2026

347 words·~2 min read·/ut/title-16/chapter-6a/10-3

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

Effective 5/12/2020

16-6a-1008.7. Conversion to or from a domestic limited liability company.

(a)A domestic nonprofit corporation may convert to a domestic limited liability company subject to Title 48, Chapter 3a, Utah Revised Uniform Limited Liability Company Act , pursuant to Section 48-3a-1405 , by complying with:

(i)this Subsection

(1); and

(ii)Section 48-3a-1041 .

(b)If a domestic nonprofit corporation converts to a domestic limited liability company in accordance with this Subsection

(1), the articles of conversion or statement of conversion, as applicable, shall:

(i)comply with Sections 48-3a-1042 and 48-3a-1045 ; and

(ii)if the corporation has any members, provide for:

(A)the cancellation of any membership; or

(B)the conversion of any membership in the domestic nonprofit corporation to a membership interest in the domestic limited liability company.

(c)Before articles of conversion or statement of conversion may be filed with the division, the conversion shall be approved:

(i)in the manner provided for the articles of incorporation or bylaws of the domestic nonprofit corporation; or

(ii)if the articles of incorporation or bylaws of the domestic nonprofit corporation do not provide the method for approval:

(A)if the domestic nonprofit corporation has voting members, by all of the members of the domestic nonprofit corporation regardless of limitations or restrictions on the voting rights of the members; or

(B)if the nonprofit domestic corporation does not have voting members, by a majority of:

(I)the directors in office at the time the conversion is approved by the board of directors; or

(II)if directors have not been appointed or elected, the incorporators.

(2)A domestic limited liability company may convert to a domestic nonprofit corporation subject to this chapter by:

(a)filing articles of incorporation in accordance with this chapter; and

(b)complying with Section 48-3a-1041 , pursuant to Section 48-3a-1405 .

(3)Any conversion under this section may not result in a violation, directly or indirectly, of:

(a)Section 16-6a-1301 ; or

(b)any other provision of this chapter.

Amended by Chapter 354 , 2020 General Session