Utah Code § 16-1a-701 Definitions.
16-1a-701. Definitions.
Reserved.
Enacted by Chapter 93, 2026 General Session
Merger
Utah Code tit. 16, ch. 16-1a, pt. 16-1a-P7
in effectUtah Code § 16-1a-702 Merger authorized.
16-1a-702. Merger authorized.
(1) By complying with this part:
(a) one or more domestic entities may merge with one or more domestic entities or foreign entities into a domestic or foreign entity or a foreign surviving entity; and
(b) two or more foreign entities may merge into a domestic entity.
(2) Subject to the provisions of this part, a foreign entity may be a part to a merger or may be the surviving entity in a merger if the merger is authorized by the law of the foreign entity's jurisdiction of formation.
Enacted by Chapter 93, 2026 General Session
Utah Code § 16-1a-703 Plan of merger.
16-1a-703. Plan of merger.
(1) A domestic entity may become a party to a merger by approving a plan of merger.
(2) A plan of merger shall contain:
(a) each merging entity's:
(i) name;
(ii) jurisdiction of formation; and
(iii) type of entity;
(b) if the merger creates a surviving entity:
(i) a statement stating that the merger creates a surviving entity; and
(ii) the surviving entity's:
(A) name;
(B) jurisdiction of formation; and
(C) type of entity;
(c) if the surviving entity exists before the merger, any proposed amendment to the surviving entity's:
(i) public organic record; and
(ii) private organic rules that are, or that the surviving entity proposes to be, in a record;
(d) the manner by which the interest of each party to the merger will convert to an interest, a security, an obligation, money, property, or a right to acquire an interest or security in the surviving entity;
(e) all other terms and conditions of the merger; and
(f) any other provision required by the law of a merging entity's jurisdiction of formation or the organic rules of a merging entity.
Enacted by Chapter 93, 2026 General Session
Utah Code § 16-1a-704 Approval of merger.
16-1a-704. Approval of merger.
(1) A plan of merger is not effective unless:
(a) a domestic merging entity approves the plan of merger:
(i) in accordance with the requirements, if any, of the domestic merging entity's organic law and organic rules for approval of:
(A) for an entity that is not a limited cooperative association, the merger; or
(B) for an entity that is a limited cooperative association, a transaction under this part; or
(ii) by each interest holder of the domestic merging entity that is entitled to vote or consent to the plan of merger voting in favor of the plan of merger if:
(A) for an entity that is not a business corporation or a limited cooperative association, neither the business corporation's nor the limited cooperative association's organic rules provide for the approval of a merger; or
(B) for an entity that is a limited cooperative association, neither the limited cooperative association's organic law nor organic rules provide for the approval of a transaction under this part; and
(b)
(i) for a business corporation or a nonprofit corporation, each interest holder of a domestic merging entity that will have interest holder liability for a debt, an obligation, or other liability after the merger becomes effective approves the merger; or
(ii) for an entity that is not a business corporation or a nonprofit corporation:
(A) a provision of the entity's organic rules provide for the approval of a merger in which one or more of the entity's interest holders will become subject to interest holder liability; and
(B) each interest holder consents to or votes in favor of the provision described in Subsection (1)(b)(ii)(A) or became an interest holder after the adoption of the provision.
(2) A merger described in this part that involves a foreign merging entity is not effective unless the foreign entity approves the merger in accordance with the law of the foreign entity's jurisdiction of formation.
Enacted by Chapter 93, 2026 General Session
Utah Code § 16-1a-705 Amendment or abandonment of a plan of merger.
16-1a-705. Amendment or abandonment of a plan of merger.
(1) Except as otherwise provided in the plan of merger, a plan of merger may be amended only by the consent of each party to the plan of merger.
(2) A domestic merging entity may approve an amendment to a plan of merger:
(a) in the same manner as the plan of merger was approved, if the plan does not provide for the manner by which the domestic merging entity may amend the plan of merger; or
(b) subject to Subsection (3), by the governors or interest holders approving the amendment in the manner provided in the plan of merger.
(3) A governor or interest holder that was entitled to vote on or consent to the approval of a merger is entitled to vote on or consent to an amendment that will change:
(a) the amount or kind of interests, securities, obligations, money, other property, rights to acquire interests or securities, or a combination that the interest holders of a party to the plan of merger will receive;
(b) the public organic record, if any, or the private organic rules of the surviving entity that will be in effect immediately after the merger becomes effective, except for a change that does not require the approval of the interest holders of the surviving entity under the surviving entity's organic law or organic rules; or
(c) any other term or condition of the plan of merger, if the change would adversely affect the governor or interest holder in a material respect.
(4)
(a) After the parties to a plan of merger approve the plan and before a statement of merger is effective, the parties to a merger may abandon a plan of merger in a manner provided in the plan of merger.
(b) Unless prohibited by the plan of merger, a domestic filing entity may abandon the plan of merger in the same manner as the domestic filing entity approves the plan of merger.
(5)
(a) If the parties to a merger abandon the plan of merger after delivering a statement of merger to the division for filing, the parties shall deliver to the division for filing a statement of abandonment, signed by each party to the plan of abandonment.
(b) The parties shall file a statement of abandonment before the day on which the statement of merger takes effect.
(c) A statement of abandonment under this Subsection (5) takes effect on the day on which the parties file the statement of abandonment with the division.
(d) After the parties file a statement of abandonment, the plan of merger is abandoned and does not take effect.
(e) A statement of abandonment shall contain:
(i) the name of each party to the plan of merger;
(ii) the day on which the parties file the statement of merger with the division; and
(iii) a statement that the parties abandon the merger in accordance with this section.
Enacted by Chapter 93, 2026 General Session
Utah Code § 16-1a-706 Statement of merger -- Effective date of merger.
16-1a-706. Statement of merger -- Effective date of merger.
(1) Each merging entity shall sign a statement of merger and deliver the statement of merger to the division for filing.
(2) A statement of merger shall contain:
(a) the name, jurisdiction of formation, and type of entity of each merging entity that is not the surviving entity;
(b) the name, jurisdiction of formation, and type of entity of the surviving entity;
(c) if the statement of merger is not effective on the day on which each merging entity files the statement of merger, the date and time on which the statement of merger will become effective, which shall be no later than 90 days after the day on which each merging entity files the statement of merger;
(d) a statement that any domestic merging entity that is a party to the merger approves the merger in accordance with this part;
(e) a statement that any foreign merging entity that is a party to the merger approves the merger in accordance with the law of the foreign merging entity's jurisdiction of formation;
(f) if the surviving entity exists before the merger and is a domestic filing entity, any amendment to the surviving filing entity's public organic record the parties to the merger approve as part of the plan of merger;
(g) if the surviving entity is created by the merger and is a domestic filing entity, the domestic filing entity's public organic record;
(h) if the surviving entity is created by the merger and is a domestic limited liability partnership, the surviving entity's statement of qualification; and
(i) if the surviving entity is a foreign entity that is not a registered foreign entity, a mailing address to which the division may send any process served on the division.
(3) In addition to the requirements described in Subsection (2), a statement of merger may contain any other provision not prohibited by law.
(4)
(a) Except as provided in Subsection (4)(b), if the surviving entity is a domestic entity, the surviving entity's public record, if any exists, shall satisfy the requirements of the law of this state.
(b) A surviving entity that is a domestic entity:
(i) is not required to sign the surviving entity's public organic record; and
(ii) may omit any provision that the surviving entity is not required to include in a restatement of the public organic record.
(5)
(a) A party to a merger may deliver a plan of merger that each merging entity signs and that meets all the requirements described in Subsection (2) to the division for filing instead of a statement of merger.
(b) A party delivering a plan of merger in accordance with Subsection (5)(a) has the same effect as filing a statement of merger.
(c) If a party files a plan of merger in accordance with Subsection (5)(a), for purposes of complying with this part, the plan of merger shall serve as the statement of merger.
(6) A statement of merger is effective on:
(a) the day and time on which a person files the statement of merger with the division; or
(b) a date and time specified in the statement of merger that is later than the day and time on which the person files the statement of merger.
(7) If the surviving entity is a domestic entity, a merger becomes effective on the day and time on which the statement of merger is effective.
(8) If the surviving entity is a foreign entity, a merger takes effect on the later of:
(a) the day and time provided in the organic law of the surviving entity; or
(b) the day and time on which the statement is effective.
Enacted by Chapter 93, 2026 General Session
Utah Code § 16-1a-707 Effect of merger.
16-1a-707. Effect of merger.
(1) On or after the day and time on which a merger under this part takes effect:
(a) the surviving entity continues the surviving entity's existence or comes into existence;
(b) a merging entity that is not the surviving entity ceases to exist;
(c) all property belonging to each merging entity vests in the surviving entity without transfer, reversion, or impairment;
(d) each debt, obligation, or other liability of each merging entity becomes a debt, obligation, or other liability of the surviving entity;
(e) except as otherwise provided by law or the plan of merger, each right, privilege, immunity, power, and purpose of each merging entity vests in the surviving entity;
(f) if the surviving entity exists before the merger:
(i) all the surviving entity's property remains vested with the surviving entity without transfer, reversion, or impairment;
(ii) the surviving entity remains subject to each debt, obligation, or other liability of the surviving entity's; and
(iii) each right, privilege, immunity, power, and purpose of the surviving entity remain vested in the surviving entity;
(g) if the surviving entity is created by the merger, the surviving entity's private organic rules are effective and:
(i) if the surviving entity is a filing entity, the surviving entity's public organic record is effective; or
(ii) if the surviving entity is a limited liability partnership, the surviving entity's statement of qualification is effective; and
(h)
(i) each interest in each merging entity that is subject to conversion under the merger is converted; and
(ii) an interest holder of an interest described in Subsection (1)(h)(i) is entitled only to the rights provided to the interest holder in:
(A) the plan of merger;
(B) the appraisal rights described in Section 16-1a-708; and
(C) the merging entity's organic law.
(2) Except as otherwise provided in the organic law or organic rules of a merging entity, a merger under this part does not give rise to a right that an interest holder, governor, or third party would have upon the dissolution, liquidation, or winding up of a merging entity.
(3) On or after the day and time on which a merger takes effect, if a person did not have interest holder liability to any of the merging entities and after the merger takes effect becomes subject to interest holder liability as a result of the merger, the person has interest holder liability:
(a) only to the extent provided by the organic law of the surviving entity; and
(b) only for a debt, obligation, or other liability the surviving entity incurs after the merger takes effect.
(4)
(a) A merger does not discharge any interest holder liability under the organic law of the domestic merging entity to the extent the person incurs interest holder liability before the merger takes effect.
(b) A person does not have interest holder liability under the organic law of the domestic merging entity for a debt, obligation, or other liability that the surviving entity incurs after the merger takes effect.
(c) The organic law of a domestic merging entity continues to apply to the release, collection, or discharge of any interest holder liability described in Subsection (4)(a).
(d) A person has whatever rights of contribution from any other person that exist in law other than this part or the organic rules of the domestic merging entity relating to any interest holder liability described in Subsection (4)(a).
(5) On or after the day and time on which a merger takes effect, a person may serve a foreign entity that is the surviving entity with process for the collection and enforcement of any debt, obligation, or other liability of a domestic merging entity in accordance with applicable law.
(6) On or after the day and time on which a merger takes effect, the registration to do business in this state of a foreign merging entity that is not the surviving entity is canceled.
Enacted by Chapter 93, 2026 General Session
Utah Code § 16-1a-708 Appraisal rights.
16-1a-708. Appraisal rights.
(1) As used in this section, "new entity" means a:
(a) merging entity;
(b) converting entity; or
(c) domesticating entity.
(2) An interest holder of a new entity is entitled to an appraisal right in connection with the merger, conversion, or domestication if the interest holder would have been entitled to an appraisal right under the new entity's organic law unless:
(a) the organic law permits the organic rules to limit or eliminate the availability of an appraisal right; and
(b) the organic rules limit or eliminate the availability of an appraisal right.
(3) An interest holder in a new entity is entitled to a contractual appraisal right in connection with the merger, conversion, or domestication to the extent provided in:
(a) the new entity's organic rules;
(b) the plan; or
(c) for a business corporation, an action of the business corporation's governors.
Enacted by Chapter 93, 2026 General Session
Utah Code § 16-1a-709 Required notice or approval -- Effect of merger on property and gifts.
16-1a-709. Required notice or approval -- Effect of merger on property and gifts.
(1) A domestic entity or a foreign entity that is required under this part to give notice to, or obtain the approval of, a government agency or a government officer of this state in order to be a party to a merger shall also give the notice or obtain the required approval when the domestic entity or foreign entity becomes a party to an interest exchange, a conversion, or a domestication.
(2) A domestic entity or a foreign entity that holds property for a charitable purpose under the law of this state at the time a transaction governed by this part occurs shall retain possession of the property to the extent permitted under law.
(3) A bequest, devise, gift, or promise contained in a will or other instrument of donation or conveyance that a person makes to an acquired entity that takes effect remains payable after the merger to the acquiring entity.
(4) An acquired entity's trust obligation transfers to the acquiring entity after a merger.
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-P7.html?v=C16-1a-P7_2026050620261001Fetched: 10/26/2026