State Codes and Statutes
Statutes > Utah > Title-48 > Chapter-02c > 48-2c-140348-2c-1403. Effect of conversion.
(1) Upon filing with the division of the articles of conversion and the articles oforganization or, if applicable, upon the future effective date or time of the articles of conversionand the articles of organization, the subject entity shall be converted into a domestic company andthe company shall thereafter be subject to all of the provisions of this chapter, except that,notwithstanding Section 48-2c-402, the existence of the company shall be considered to havecommenced on the date the subject entity commenced its existence in the jurisdiction in which thesubject entity was first created, formed, incorporated, or otherwise came into being.
(2) The conversion of any subject entity into a domestic company shall not be consideredto affect any obligations or liabilities of the subject entity incurred prior to its conversion to adomestic company or the personal liability of any person incurred prior to the conversion.
(3) When any conversion shall have become effective under this section, for all purposesof the laws of this state, all of the rights, privileges, and powers of the subject entity that hasconverted, and all property, real, personal, and mixed, and all debts due to the subject entity, aswell as all other things and causes of action belonging to the subject entity, shall remain vested inthe domestic company to which the subject entity has converted and shall be the property of thedomestic company, and the title to any real property vested by deed or otherwise in the subjectentity shall not revert or be in any way impaired by reason of this chapter or of the conversion,but all rights of creditors and all liens upon any property of the subject entity shall be preservedunimpaired, and all debts, liabilities, and duties of the subject entity that has converted shallremain attached to the domestic company to which the subject entity has converted and may beenforced against it to the same extent as if the debts, liabilities, and duties had been incurred orcontracted by it in its capacity as a domestic company.
(4) A converted subject entity shall, upon conversion to a domestic company pursuant tothis part, be considered the same entity as the domestic company and the rights, privileges,powers, and interests in property of the subject entity, as well as the debts, liabilities, and dutiesof the subject entity, shall not, for any purpose of the laws of this state, be considered, as aconsequence of the conversion, to have been transferred to the domestic company to which thesubject entity has converted.
(5) In connection with conversion of a subject entity to a domestic company under thispart, all interests in, or securities of or rights in the subject entity which is to be converted may beexchanged for or converted into cash, property, interests in, or securities of or rights in thedomestic company to which it is converted or, in addition to or in lieu thereof, may be exchangedfor or converted into cash, property, interests in, or securities of or rights in another entity.
(6) Unless otherwise agreed, or as required under applicable non-Utah law of anotherjurisdiction, the converting subject entity shall not be required to wind up its affairs or pay itsliabilities or distribute its assets, and the conversion shall not be considered to constitute adissolution of the other entity but shall constitute a continuation of the existence of the convertingother entity in the form of a domestic company.
Enacted by Chapter 260, 2001 General Session
