Utah Code § 48-3a-1053: Approval of domestication.

(1) A plan of domestication of a domestic domesticating limited liability company is not effective unless it has been approved:

(a) by all the members entitled to vote on or consent to any matter; and

(b) in a record, by each member that will have interest holder liability for debts, obligations, and other liabilities that arise after the domestication becomes effective, unless:

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

(ii) the member voted for or consented in a record to that provision of the operating agreement or became an interest holder after the adoption of that provision.

(2) A domestication of a foreign domesticating limited liability company is not effective unless it is approved in accordance with the law of the foreign limited liability company's jurisdiction of formation.