Utah § 1a-904 - Approval of conversion. (Effective 10/1/2026)
Full text of Utah Utah Code § 1a-904 — Approval of conversion. (Effective 10/1/2026), with citation guidance and answers to common questions.
§ 1a-904. Approval of conversion. (Effective 10/1/2026)
Effective 10/1/2026 16-1a-904.
Approval of conversion.
(1)
A plan of conversion does not take effect unless:
(a)
a domestic converting entity approves the plan of conversion:
(i)
in accordance with the requirements, if any, in the domestic converting entity's organic rules for approval of a conversion;
(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:
(A)
for an entity that is not a business corporation or a limited cooperative association, a merger, as if the conversion were a merger;
(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
(C)
for a limited cooperative association, a transaction authorized under this part; or
(iii)
by each interest holder of the entity that is entitled to vote on or consent to any matter if:
(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
(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;
(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
(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:
(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
(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.
(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.
Section 1a-904 ("Approval of conversion. (Effective 10/1/2026)") is part of the Utah Code, the codified statutory law of Utah. It sets out the legal rule or procedure described in the text above. Statutes are amended regularly, so always verify against the official source.
How do I cite Utah § 1a-904?
A common citation format is "Utah Code § 1a-904" (Utah). Legal writing may require the code abbreviation, section number, and year or edition. Match the style required by your court, professor, or publisher.
Is this the official text of Utah law?
No. This page is for research and education and may not include the most recent amendments. For official current law, check the Utah official source linked on this page or consult a licensed Utah attorney.
How does Utah § 1a-904 apply to my situation?
Statutes are interpreted in context, and application depends on your specific facts. Only a licensed attorney in Utah can advise on how this section applies to you. Contact your state or local bar association for a referral.
