Conversion to or from a domestic limited liability company.
Utah Code § 16-10a-1008.7
in effect16-10a-1008.7. Conversion to or from a domestic limited liability company.
(1)
(a) A corporation may convert to a domestic limited liability company subject to Chapter 20, Utah Revised Uniform Limited Liability Company Act, as appropriate pursuant to Section 16-20-1205 by complying with:
(i) this Subsection (1); and
(ii) Section 16-1a-902.
(b) If a corporation converts to a domestic limited liability company in accordance with this Subsection (1), the articles of conversion shall:
(i) comply with Sections 16-1a-906 and 16-1a-907; and
(ii) if the corporation has issued shares, provide for:
(A) the cancellation of any issued share; or
(B) the conversion of any issued share to a membership interest in the domestic limited liability company.
(c) Before a statement of conversion, in accordance with Section 16-1a-906, 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 corporation; or
(ii) if the articles of incorporation or bylaws of the corporation do not provide the method for approval:
(A) if the corporation has issued shares, by all of the outstanding shares of all classes of shares of the corporation regardless of limitations or restrictions on the voting rights of the shares; or
(B) if the corporation has not issued shares, by a majority of:
(I) the directors in office at the time that 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 corporation subject to this chapter by:
(a) filing articles of incorporation in accordance with this chapter; and
(b) complying with Section 16-1a-902, as appropriate pursuant to Section 16-20-1205.
Amended by Chapter 92, 2026 General Session
Source: Utah Office of Legislative Research and General Counsel (le.utah.gov)URL: https://le.utah.gov/xcode/Title16/Chapter10A/16-10a-S1008.7.html?v=C16-10a-S1008.7_2026050620261001Fetched: 10/26/2026