16-6a-1008.7 - Conversion to or from a domestic limited liability company.
16-6a-1008.7. Conversion to or from a domestic limited liability company.
(1) (a) A domestic nonprofit corporation may convert to a domestic limited liabilitycompany subject to Title 48, Chapter 2c, Utah Revised Limited Liability Company Act, bycomplying with:
(i) this Subsection (1); and
(ii) Section 48-2c-1401.
(b) If a domestic nonprofit corporation converts to a domestic limited liability companyin accordance with this Subsection (1), the articles of conversion shall:
(i) comply with Section 48-2c-1402; 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 amembership interest in the domestic limited liability company.
(c) In accordance with Section 48-2c-1404, before articles of conversion may be filedwith the division, the conversion shall be approved:
(i) in the manner provided for the articles of incorporation or bylaws of the domesticnonprofit corporation; or
(ii) if the articles of incorporation or bylaws of the domestic nonprofit corporation do notprovide the method for approval:
(A) if the domestic nonprofit corporation has voting members, by all of the members ofthe domestic nonprofit corporation regardless of limitations or restrictions on the voting rights ofthe members; or
(B) if the nonprofit domestic corporation does not have voting members, by a majorityof:
(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 nonprofitcorporation subject to this chapter by:
(a) filing articles of incorporation in accordance with this chapter; and
(b) complying with Section 48-2c-1406.
(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 228, 2006 General Session