1. (1)

   1. (a) A domestic nonprofit corporation may convert to a domestic limited liability company subject to Title 48, Chapter 3a, Utah Revised Uniform Limited Liability Company Act, pursuant to Section 48-3a-1405, by complying with:

      1. (i) this Subsection (1); and
      2. (ii) Section 48-3a-1041.

   2. (b) If a domestic nonprofit corporation converts to a domestic limited liability company in accordance with this Subsection (1), the articles of conversion or statement of conversion, as applicable, shall:

      1. (i) comply with Sections 48-3a-1042 and 48-3a-1045; and

      2. (ii) if the corporation has any members, provide for:

         1. (A) the cancellation of any membership; or
         2. (B) the conversion of any membership in the domestic nonprofit corporation to a membership interest in the domestic limited liability company.

   3. (c) Before articles of conversion or statement of conversion may be filed with the division, the conversion shall be approved:

      1. (i) in the manner provided for the articles of incorporation or bylaws of the domestic nonprofit corporation; or

      2. (ii) if the articles of incorporation or bylaws of the domestic nonprofit corporation do not provide the method for approval:

         1. (A) if the domestic nonprofit corporation has voting members, by all of the members of the domestic nonprofit corporation regardless of limitations or restrictions on the voting rights of the members; or

         2. (B) if the nonprofit domestic corporation does not have voting members, by a majority of:

            1. (I) the directors in office at the time the conversion is approved by the board of directors; or
            2. (II) if directors have not been appointed or elected, the incorporators.

2. (2) A domestic limited liability company may convert to a domestic nonprofit corporation subject to this chapter by:

   1. (a) filing articles of incorporation in accordance with this chapter; and
   2. (b) complying with Section 48-3a-1041, pursuant to Section 48-3a-1405.

3. (3) Any conversion under this section may not result in a violation, directly or indirectly, of:

   1. (a) Section 16-6a-1301; or
   2. (b) any other provision of this chapter.

Amended by Chapter 354, 2020 General Session