2006 Utah Code - 16-6a-1008 — Conversion to a corporation.

     16-6a-1008.   Conversion to a corporation.
     (1) (a) A domestic nonprofit corporation may convert to a corporation subject to Title 16, Chapter 10a, Utah Revised Business Corporation Act, by filing an amendment of its articles of incorporation with the division pursuant to this section.
     (b) The day on which a nonprofit domestic corporation files an amendment under this section, the domestic nonprofit corporation becomes a corporation subject to Title 16, Chapter 10a, Utah Revised Business Corporation Act.
     (2) The amendment of the articles of incorporation to convert to a corporation shall:
     (a) revise the statement of purpose;
     (b) delete:
     (i) the authorization for members; and
     (ii) any other provisions relating to memberships;
     (c) authorize shares:
     (i) stating the number of shares; and
     (ii) including the information required by Section 16-10a-601 with respect to each class of shares the corporation is to be authorized to issue;
     (d) make such other changes as may be necessary or desired; and
     (e) if the corporation has any members, provide for:
     (i) the cancellation of the memberships; or
     (ii) the conversion of the memberships to shares of the corporation.
     (3) If the nonprofit corporation has any voting members, an amendment to convert to a corporation shall be approved by all of the members regardless of limitations or restrictions on the voting rights of the members.
     (4) If an amendment to the articles of incorporation filed pursuant to this section is included in a merger agreement, this section applies, except that any provisions for cancellation or conversion of memberships:
     (a) shall be in the merger agreement; and
     (b) may not be in the amendment of the articles of incorporation.
     (5) A 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