1. (1) A domestic entity may be the acquired entity in an interest exchange under this part by approving a plan of interest exchange.

2. (2) A domestic entity shall create a plan of interest exchange in a record and include in the plan of exchange:

   1. (a) the name and type of entity of the acquired entity;
   2. (b) the name, jurisdiction, and type of entity of the acquiring entity;
   3. (c) the process of converting the interests in the acquired entity into interests, securities, obligations, money, other property, or rights to acquire interests or securities;

   4. (d) any proposed amendment to:

      1. (i) the public organic record, if any, of the acquired entity;
      2. (ii) the private organic rules of the acquired entity that are, or are proposed to be, in a record;
      3. (iii) other terms and conditions of the interest exchange; and
      4. (iv) any other provision required by the law of this state or the organic rules of the acquired entity.
3. (3) In addition to the requirements described in Subsection (2), a plan of interest exchange may contain any other provision not prohibited by law.

Enacted by Chapter 93, 2026 General Session