2011 Utah Code
Title 48 Partnership
Chapter 3 Utah Revised Uniform Limited Liability Company Act
Section 1013 (Effective 07/01/12) Effect of domestication.

48-3-1013 (Effective 07/01/12). Effect of domestication.
(1) When a domestication takes effect:
(a) the domesticated company is for all purposes the limited liability company that existed before the domestication;
(b) all property owned by the domesticating company remains vested in the domesticated company;
(c) all debts, obligations, or other liabilities of the domesticating company continue as debts, obligations, or other liabilities of the domesticated company;
(d) an action or proceeding pending by or against a domesticating company may be continued as if the domestication had not occurred;
(e) except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of the domesticating company remain vested in the domesticated company;
(f) except as otherwise provided in the plan of domestication, the terms and conditions of the plan of domestication take effect; and
(g) except as otherwise agreed, the domestication does not dissolve a domesticating company for the purposes of Part 7, Dissolution and Winding Up.
(2) A domesticated company that is a foreign limited liability company consents to the jurisdiction of the courts of this state to enforce any debt, obligation, or other liability owed by the domesticating company, if, before the domestication, the domesticating company was subject to suit in this state on the debt, obligation, or other liability. A domesticated company that is a foreign limited liability company and not authorized to transact business in this state may be served with process at the address required in the articles of domestication under Subsection 48-3-1012(1)(g).
(3) If a limited liability company has adopted and approved a plan of domestication under Section 48-3-1010 providing for the limited liability company to be domesticated in a foreign jurisdiction, a statement surrendering the limited liability company's certificate of organization must be delivered to the division for filing setting forth:
(a) the name of the limited liability company;
(b) a statement that the certificate of organization is being surrendered in connection with the domestication of the limited liability company in a foreign jurisdiction;
(c) a statement that the domestication was approved as required by this chapter; and
(d) the jurisdiction of formation of the domesticated foreign limited liability company.