{"data":{"id":"us-ut/utah-code-16-1a-704","jurisdiction":"us-ut","citation":"Utah Code § 16-1a-704","heading":"Approval of merger.","body":"(1) A plan of merger is not effective unless:\n(a) a domestic merging entity approves the plan of merger:\n(i) in accordance with the requirements, if any, of the domestic merging entity's organic law and organic rules for approval of:\n(A) for an entity that is not a limited cooperative association, the merger; or\n(B) for an entity that is a limited cooperative association, a transaction under this part; or\n(ii) by each interest holder of the domestic merging entity that is entitled to vote or consent to the plan of merger voting in favor of the plan of merger if:\n(A) for an entity that is not a business corporation or a limited cooperative association, neither the business corporation's nor the limited cooperative association's organic rules provide for the approval of a merger; or\n(B) for an entity that is a limited cooperative association, neither the limited cooperative association's organic law nor organic rules provide for the approval of a transaction under this part; and\n(b)\n(i) for a business corporation or a nonprofit corporation, each interest holder of a domestic merging entity that will have interest holder liability for a debt, an obligation, or other liability after the merger becomes effective approves the merger; or\n(ii) for an entity that is not a business corporation or a nonprofit corporation:\n(A) a provision of the entity's organic rules provide for the approval of a merger in which one or more of the entity's interest holders will become subject to interest holder liability; and\n(B) each interest holder consents to or votes in favor of the provision described in Subsection (1)(b)(ii)(A) or became an interest holder after the adoption of the provision.\n(2) A merger described in this part that involves a foreign merging entity is not effective unless the foreign entity approves the merger in accordance with the law of the foreign entity's jurisdiction of formation.","path":["Title 16 Business Entities","Chapter 16-1a Provisions Applicable To All Business Entities","Part 16-1a-7 Merger"],"source_url":"https://le.utah.gov/xcode/Title16/Chapter1a/16-1a-S704.html","current_through":"2026 General Session","vintage":"","retrieved_at":"2026-10-08T05:55:33Z","sha256":"b9fb71d45611d050cb4e84c596b3d27aba65a28e1cd2a92a11d73682a26732ee","source_id":"us-ut","stale":false,"prev":"us-ut/utah-code-16-1a-703","next":"us-ut/utah-code-16-1a-705"},"notice":"GroundRules: Original legal text. Not legal advice."}