16-6a-1008.7. Conversion to or from a domestic limited liability company.
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Effective 10/1/2026
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 Chapter 20, Utah Revised Uniform Limited Liability Company Act, pursuant to Section 16-20-1205 , by complying with:
(i)this Subsection
(1); and
(ii)Section 16-1a-902 .
(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 16-1a-903 and 16-1a-906 ; 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 16-1a-902 , pursuant to Section 16-20-1205 .
(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 92 , 2026 General Session