{"data":{"id":"us-ut/utah-code-16-1a-904","jurisdiction":"us-ut","citation":"Utah Code § 16-1a-904","heading":"Approval of conversion.","body":"(1) A plan of conversion does not take effect unless:\n(a) a domestic converting entity approves the plan of conversion:\n(i) in accordance with the requirements, if any, in the domestic converting entity's organic rules for approval of a conversion;\n(ii) if the domestic converting entity's organic rules do not provide for the approval of a conversion, in accordance with the requirements, if any, in the converting entity's organic law and organic rules for the approval of:\n(A) for an entity that is not a business corporation or a limited cooperative association, a merger, as if the conversion were a merger;\n(B) for a business corporation, a merger requiring approval by a vote of the interest holders of the business corporation, as if the conversion were that type of merger; and\n(C) for a limited cooperative association, a transaction authorized under this part; or\n(iii) by each interest holder of the entity that is entitled to vote on or consent to any matter if:\n(A) for an entity that is not a business corporation or a limited cooperative association, the entity's organic law and organic rules do not provide for the approval of a conversion or a merger; or\n(B) for a limited cooperative association, the limited cooperative association's organic law and organic rules do not provide for the approval of a conversion or a transaction under this part;\n(b) each interest holder of a domestic converting entity that will have interest holder liability for a debt, obligation, or other liability that the domestic converting entity incurs after the conversion approves the plan of conversion in a record; and\n(c) for an entity that is not a business corporation or a nonprofit corporation, the entity complies with the provisions of Subsection (1)(b), unless:\n(i) the organic rules of the entity contain a provision that provides in a record for the approval of an interest exchange or a 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\n(ii) the interest holders consent in a record to or vote for the provision described in Subsection (1)(c)(i) or became an interest holder after the adoption of the provision.\n(2) A conversion of a foreign converting entity does not take effect until the foreign entity approves the conversion 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-9 Conversion"],"source_url":"https://le.utah.gov/xcode/Title16/Chapter1a/16-1a-S904.html","current_through":"2026 General Session","vintage":"","retrieved_at":"2026-10-08T05:55:33Z","sha256":"fcda61c80bf337ede119d8148d73a3a2766f6fdffc7569b5a533399e1d8410cf","source_id":"us-ut","stale":false,"prev":"us-ut/utah-code-16-1a-903","next":"us-ut/utah-code-16-1a-905"},"notice":"GroundRules: Original legal text. Not legal advice."}