Utah Code § 16-6a-1008.7
Conversion to or from a domestic limited liability company
Redline — January 1, 2025 → current.View current text →
Current — October 1, 2026
As of January 1, 2025
(1) (a) A domestic nonprofit corporation may convert to a domestic limited liability company subject to Title 48, Chapter 3a, Utah Revised Uniform Limited Liability Company Act, pursuant to Section 48-3a-1405, by complying with: (i) this Subsection (1); and (ii) Section 48-3a-1041. (b) If a domestic nonprofit corporation converts to a domestic limited liability company in accordance with this Subsection (1), the articles of conversion or statement of conversion, as applicable, shall: (i) comply with Sections 48-3a-1042 and 48-3a-1045; 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) Before articles of conversion or statement 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.
(1) (a) A domestic nonprofit corporation may convert to a domestic limited liability company subject to Chapter 20, Utah Revised Uniform Limited Liability Company Act, pursuant to Section 16-20-1205, by complying with: (i) this Subsection (1); and (ii) Section 16-1a-902. (b) If a domestic nonprofit corporation converts to a domestic limited liability company in accordance with this Subsection (1), the articles of conversion or statement of conversion, as applicable, shall: (i) comply with Sections 16-1a-903 and 16-1a-906; 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) Before articles of conversion or statement 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 48-3a-1041, pursuant to Section 48-3a-1405.
(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 16-1a-902, pursuant to Section 16-20-1205.
(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.
(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.
Official source: Utah State Legislature. Reproduced from public-domain Utah statutes; confirm against the official source for the current text. Not legal advice.