Approval of conversion.
Utah Code § 16-1a-904
in effect16-1a-904. Approval of conversion.
(1) A plan of conversion does not take effect unless:
(a) a domestic converting entity approves the plan of conversion:
(i) in accordance with the requirements, if any, in the domestic converting entity's organic rules for approval of a conversion;
(ii) if the domestic converting entity's organic rules do not provide for the approval of a conversion, in accordance with the requirements, if any, in the converting entity's organic law and organic rules for the approval of:
(A) for an entity that is not a business corporation or a limited cooperative association, a merger, as if the conversion were a merger;
(B) for a business corporation, a merger requiring approval by a vote of the interest holders of the business corporation, as if the conversion were that type of merger; and
(C) for a limited cooperative association, a transaction authorized under this part; or
(iii) by each interest holder of the entity that is entitled to vote on or consent to any matter if:
(A) for an entity that is not a business corporation or a limited cooperative association, the entity's organic law and organic rules do not provide for the approval of a conversion or a merger; or
(B) for a limited cooperative association, the limited cooperative association's organic law and organic rules do not provide for the approval of a conversion or a transaction under this part;
(b) each interest holder of a domestic converting entity that will have interest holder liability for a debt, obligation, or other liability that the domestic converting entity incurs after the conversion approves the plan of conversion in a record; and
(c) for an entity that is not a business corporation or a nonprofit corporation, the entity complies with the provisions of Subsection (1)(b), unless:
(i) the organic rules of the entity contain a provision that provides in a record for the approval of an interest exchange or a merger in which some or all of the entity's interest holders become subject to interest holder liability by the vote or consent of fewer than all the interest holders; and
(ii) the interest holders consent in a record to or vote for the provision described in Subsection (1)(c)(i) or became an interest holder after the adoption of the provision.
(2) A conversion of a foreign converting entity does not take effect until the foreign entity approves the conversion in accordance with the law of the foreign entity's jurisdiction of formation.
Enacted by Chapter 93, 2026 General Session
Source: Utah Office of Legislative Research and General Counsel (le.utah.gov)URL: https://le.utah.gov/xcode/Title16/Chapter1A/16-1a-S904.html?v=C16-1a-S904_2026050620261001Fetched: 10/26/2026