2011 Utah Code
Title 16 Corporations
Chapter 10a Utah Revised Business Corporation Act
Section 1008.7 (Superseded 07/01/12) Conversion to or from a domestic limited liability company.

16-10a-1008.7 (Superseded 07/01/12). Conversion to or from a domestic limited liability company.
(1) (a) A corporation may convert to a domestic limited liability company subject to Title 48, 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 with this 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 limited liability company.
(c) In accordance with Section 48-2c-1404, before articles 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 corporation; or
(ii) if the articles of incorporation or bylaws of the corporation do not provide the method for approval:
(A) if the corporation has issued shares, by all of the outstanding shares of all classes of shares 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 of directors; 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 this chapter by:
(a) filing articles of incorporation in accordance with this chapter; and
(b) complying with Section 48-2c-1406.