2006 Utah Code - 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 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 domestic nonprofit 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 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) 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 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 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