Utah Code § 16-1a-1001 Definitions.
16-1a-1001. Definitions.
Reserved.
Enacted by Chapter 93, 2026 General Session
Domestication
Utah Code tit. 16, ch. 16-1a, pt. 16-1a-P10
in effectUtah Code § 16-1a-1002 Domestication authorized.
16-1a-1002. Domestication authorized.
(1) Except as otherwise provided in this section, by complying with this part:
(a) a domestic entity may become a domestic entity of the same type of entity in a foreign jurisdiction if the domestication is authorized by the law of the foreign jurisdiction; and
(b) a foreign entity may become a domestic entity of the same type of entity in this state if the domestication is authorized by the law of the foreign entity's jurisdiction of formation.
(2) If a protected agreement contains a provision that applies to a merger of a domestic entity but does not refer to domestication, the provision applies to a domestication of the entity as if the domestication were a merger until the provision is amended after May 7, 2026.
Enacted by Chapter 93, 2026 General Session
Utah Code § 16-1a-1003 Plan of domestication.
16-1a-1003. Plan of domestication.
(1) A domestic entity may become a foreign entity in a domestication by approving a plan of domestication.
(2) The domestic entity shall ensure that a plan of domestication is in a record and that the plan of domestication contains:
(a) the domesticating entity's name, jurisdiction of formation, and type of entity;
(b) the domesticated entity's name, jurisdiction of formation, and type of entity;
(c) the manner of converting the interests in the domesticating entity into interests, securities, obligations, money, other property, or rights to acquire interests and securities;
(d) the proposed public organic record of the domesticated entity if the domesticated entity is a filing entity;
(e) the full text of the private organic rules of the domesticated entity that are proposed to be in a record;
(f) the other terms and conditions of the domestication; and
(g) any other provision required by the law of this state or the organic rules of the domesticating entity.
(3) In addition to the requirements described in Subsection (2), a plan of domestication may contain any other provision not prohibited by law.
Enacted by Chapter 93, 2026 General Session
Utah Code § 16-1a-1004 Approval of domestication.
16-1a-1004. Approval of domestication.
(1) A plan of domestication does not take effect unless:
(a) a domestic domesticating entity approves the plan of domestication:
(i) in accordance with the requirements, if any, of the domestic domesticating entity's organic rules for the approval of a domestication;
(ii) if the domestic domesticating entity's rules do not provide for approval of a domestication, in accordance with the requirements, if any, of the domestic domesticating entity's organic law and organic rules for the approval of:
(A) for an entity that is not a business corporation or limited cooperative association, a merger, as if the domestication were a merger;
(B) for a business corporation, a merger requiring approval for a vote of the interest holders of the business corporation, as if the domestication was that type of merger; or
(C) for a limited cooperative association, a transaction under this part; or
(iii) by each interest holder of the entity 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 business corporation's or limited cooperative association's organic law or organic rules do not provide for the approval of a domestication or merger; or
(B) for a limited cooperative association, the limited cooperative association's organic law or organic rules do not provide for the approval of a domestication or a transaction under this part;
(b) each interest holder that will have interest holder liability for a debt, obligation, or other liability that a domesticated entity incurs after the domestication takes effect approves the domestication in a record; and
(c) for an entity that is not a business corporation or a nonprofit corporation, the entity shall comply with the provisions of Subsection (1)(b), unless:
(i) the organic rules of the entity contain a provision in a record for the approval of a domestication or 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 holder consented in a record to or voted for the provision described in Subsection (1)(c)(i) or became an interest holder after the adoption of the provision.
(2) A domestication of a foreign domesticating entity does not take effect unless the foreign domesticating entity approves the domestication in accordance with the law of the foreign entity's jurisdiction of formation.
Enacted by Chapter 93, 2026 General Session
Utah Code § 16-1a-1005 Amendment or abandonment of plan of domestication.
16-1a-1005. Amendment or abandonment of plan of domestication.
(1) A domestic domesticating entity may amend a plan of domestication for the domestic domesticating entity:
(a) in the same manner as the domestic domesticating entity approved the plan of domestication; or
(b) through the domestic domesticating entity's governors or interest holders in the manner provided in the plan of domestication, if an interest holder that was entitled to vote on or consent to approval of the domestication is entitled to vote on any amendment to the plan of domestication that will change:
(i) the amount or kind of interests, securities, obligations, money, other property, or rights to acquire interest or securities that an interest holder of the domesticating entity will receive under the plan of domestication;
(ii) the public organic record, if any, or private organic rules of the domesticated entity that will take effect immediately after the domestication takes effect, except for any change that does not require the approval of the interest holders of the domesticated entity under the domesticated entity's organic law or organic rules; or
(iii) any other term or condition of the plan, if the change would adversely affect the interest holder in any material respect.
(2)
(a) After a domestic domesticating entity approves a plan of domestication and before a statement of domestication takes effect, the domestic domesticating entity may abandon the plan of domestication as provided in the plan of domestication.
(b) Unless prohibited by the plan of domestication, a domestic domesticating entity may abandon the plan of domestication in the same manner as the domestic domesticating entity approved the plan of domestication.
(3) If a domestic domesticating entity abandons a plan of domestication after delivering a statement of domestication to the division for filing and before the statement of abandonment is effective, the domestic domesticating entity shall:
(a) sign a statement of abandonment; and
(b) deliver the signed statement of abandonment to the division for filing before the statement of domestication takes effect.
(4) A statement of abandonment takes effect on the day and time on which the division files the statement of abandonment and the domestication is abandoned and does not take effect.
(5) A statement of abandonment shall contain:
(a) the name of the domesticating entity;
(b) the day on which the domesticating entity files the statement of domestication with the division; and
(c) a statement that the domestic domesticating entity abandoned the domestication in accordance with this section.
Enacted by Chapter 93, 2026 General Session
Utah Code § 16-1a-1006 Statement of domestication -- Effective date of domestication.
16-1a-1006. Statement of domestication -- Effective date of domestication.
(1) A domesticating entity shall sign a statement of domestication and deliver the statement of domestication to the division for filing.
(2) A statement of domestication shall contain:
(a) the domesticating entity's name, jurisdiction of formation, and type of entity;
(b) the domesticated entity's name, jurisdiction of formation, and type of entity;
(c) if the statement of domestication is not to be effective upon filing, the later day and time on which the statement of domestication will take effect, which may not be more than 90 days after the day on which the division files the statement of domestication;
(d)
(i) if the domesticated entity is a domestic entity, a statement that the domesticating entity approved the plan of domestication in accordance with Section 16-1a-1004; or
(ii) if the domesticating entity is a foreign entity, a statement that the domesticating entity approved the plan of domestication in accordance with the law of the domesticating entity's jurisdiction of formation;
(e) if the domesticated entity is a domestic filing entity, the domesticated entity's public organic record;
(f) if the domesticated entity is a domestic limited liability partnership, the domesticated entity's statement of qualification; and
(g) if the domesticated 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 of Subsection (2), a statement of domestication may contain any other provision not prohibited by law.
(4) If the domesticated entity is a domestic entity, the domesticated entity's public organic record, if any, shall satisfy the requirements of the laws of this state, except that the public organic record:
(a) is not required to be signed; and
(b) may omit any provision that is not required to be included in a restatement of the public organic record.
(5)
(a) A domestic domesticating entity may deliver a plan of domestication that a domestic domesticating entity signs and that meets all of the requirements of Subsection (2) to the division for filing instead of a statement of domestication.
(b) A domestic domesticating entity delivering a plan of domestication in accordance with Subsection (5)(a) has the same effect as delivering a statement of domestication to the division.
(c) If a domestic domesticating entity delivers a plan of domestication as described in this Subsection (5), all references to a statement of domestication refer to the plan of domestication filed in accordance with this part.
(6) A statement of domestication takes effect on the day and time:
(a) on which the domestic domesticating entity delivers the statement of domestication to the division for filing; or
(b) specified in the statement of domestication that is later than the day and time on which the domestic domesticating entity delivers the statement of domestication to the division for filing.
(7)
(a) If a domesticated entity is a domestic entity, a domestication takes effect on the day and time on which the statement of domestication takes effect.
(b) If a domesticated entity is a foreign entity, the domestication takes effect on the later of:
(i) the day and time provided by the organic law of the domesticated entity; or
(ii) the day and time on which the statement of domestication takes effect.
Enacted by Chapter 93, 2026 General Session
Utah Code § 16-1a-1007 Effect of domestication.
16-1a-1007. Effect of domestication.
(1) When a domestication takes effect:
(a) the domesticated entity is:
(i) organized under and subject to the organic law of the domesticated entity; and
(ii) the same entity without interruption as the domesticating entity;
(b) all of the domesticating entity's property continues to be vested in the domesticated entity without transfer, reversion, or impairment;
(c) each debt, obligation, and other liability of the domesticating entity continues as a debt, obligation, and other liability of the domesticated entity;
(d) except as otherwise provided by law or the plan of domestication, each right, privilege, immunity, power, and purpose of the domesticating entity remain in the domesticated entity;
(e) the name of the domesticated entity may be substituted for the name of the domesticating entity in a pending action or proceeding;
(f) if the domesticated entity is a filing entity the domesticated entity's public organic record takes effect;
(g) if the domesticated entity is a limited liability partnership, the domesticated entity's statement of qualification takes effect simultaneously with the domestication;
(h) the private organic rules of the domesticated entity that are to be in a record, if any, approved as part of the plan of domestication take effect; and
(i)
(i) each interest in the domesticating entity is converted to the extent and as approved in connection with the domestication; and
(ii) each interest holder of the domesticating entity is entitled only to:
(A) the rights provided to the interest holder under the plan of domestication;
(B) any appraisal rights the interest holder has under Section 16-1a-708; and
(C) the rights provided to the interest holder under the domesticating entity's organic law;
(j) a person that did not have interest holder liability with respect to the domesticating entity and becomes subject to interest holder liability with respect to a domestic entity as a result of the domestication has interest holder liability:
(i) only to the extent provided by the organic law of the entity; and
(ii) only for a debt, obligation, or other liability that the domesticating entity incurs after the domestication takes effect; and
(k) the following conditions apply to the interest holder liability of a person that no longer holds an interest in a domestic domesticating entity if the person had interest holder liability in the domestic domesticating entity:
(i) the domestication does not discharge any interest holder liability under the organic law of the domestic domesticating entity to the extent the person incurred the interest holder liability before the domestication takes effect;
(ii) the person does not have interest holder liability under the organic law of the domestic domesticating entity for a debt, obligation, or other liability that the domesticated entity incurs after the domesticating takes effect;
(iii) the organic law of the domestic domesticating entity continues to apply to the release, collection, or discharge of any interest holder liability preserved under Subsection (1)(k)(i) as if the domestication does not occur; and
(iv) the person has whatever rights of contribution from any other person as provided by other law or the organic rules of the domestic domesticating entity with respect to any interest holder liability preserved under Subsection (1)(k)(i) as if the domestication does not occur.
(2) Except as otherwise provided in the organic law or organic rules of the domesticating entity, the domestication does not give rise to any right that an interest holder, governor, or third party would have upon the dissolution, liquidation, or winding up of the domesticating entity.
(3) When a domestication takes effect, a person may serve a foreign entity that is the domesticated entity with process in this state for the collection and enforcement of any debt, obligation, or other liability of the foreign entity in accordance with applicable law.
(4) If a domesticating entity is a registered foreign entity, the registration to do business in this state of the domesticating entity is canceled when the domestication takes effect.
(5) A domestication does not require the domesticating entity to wind up the domesticating entity's affairs and does not constitute or cause the dissolution of the domesticating entity.
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-P10.html?v=C16-1a-P10_2026050620261001Fetched: 10/26/2026