16-6a-1008.7 (Superseded 07/01/13). Conversion
to or from a domestic limited liability company.
(1) (a) A domestic nonprofit corporation may convert to a
domestic limited liability company subject to Title 48, Chapter 2c, Utah Revised
Limited Liability Company Act, by complying with:
(i) this
Subsection (1); and
(ii)
Section 48-2c-1401.
(b) If a domestic nonprofit corporation converts to a
domestic limited liability company in accordance with this Subsection (1), the
articles of conversion shall:
(i) comply
with Section 48-2c-1402; 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) In accordance with Section 48-2c-1404,
before articles 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 48-2c-1406.
(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.
Amended by Chapter 228, 2006 General Session