16-10a-1008.7 - Conversion to or from a domestic limited liability company.
16-10a-1008.7. Conversion to or from a domestic limited liability company.
(1) (a) A corporation may convert to a domestic limited liability company subject to Title48, Chapter 2c, Utah Revised Limited Liability Company Act, by complying with:
(i) this Subsection (1); and
(ii) Section 48-2c-1401.
(b) If a corporation converts to a domestic limited liability company in accordance withthis Subsection (1), the articles of conversion shall:
(i) comply with Section 48-2c-1402; and
(ii) if the corporation has issued shares, provide for:
(A) the cancellation of any issued share; or
(B) the conversion of any issued share to a membership interest in the domestic limitedliability 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 corporation;or
(ii) if the articles of incorporation or bylaws of the corporation do not provide the methodfor approval:
(A) if the corporation has issued shares, by all of the outstanding shares of all classes ofshares of the corporation regardless of limitations or restrictions on the voting rights of the shares;or
(B) if the corporation has not issued shares, by a majority of:
(I) the directors in office at the time that the conversion is approved by the board ofdirectors; or
(II) if directors have not been appointed or elected, the incorporators.
(2) A domestic limited liability company may convert to a corporation subject to thischapter by:
(a) filing articles of incorporation in accordance with this chapter; and
(b) complying with Section 48-2c-1406.
Enacted by Chapter 193, 2002 General Session