Utah Code § 48-1d-1023: Approval of merger.

(1) A plan of merger is not effective unless it has been approved:

(a) by a domestic merging partnership, by all the partners of the partnership entitled to vote on or consent to any matter; and

(b) in a record, by each partner of a domestic merging partnership that will have interest holder liability for debts, obligations, and other liabilities that arise after the merger becomes effective, unless:

(i) the partnership agreement of the partnership provides in a record for the approval of a merger in which some or all of its partners become subject to interest holder liability by the vote or consent of fewer than all the partners; and

(ii) the partner consented in a record to or voted for that provision of the partnership agreement or became a partner after the adoption of that provision.

(2) A merger involving a domestic merging entity that is not a partnership is not effective unless the merger is approved by that entity in accordance with its organic law.

(3) A merger involving a foreign merging entity is not effective unless the merger is approved by the foreign entity in accordance with the law of the foreign entity's jurisdiction of formation.