Corporation-to-LLC Statutory Conversion Approval and Filing Requirements in Utah

At a glance

Requirements one by one

Direct route and destination

Effective October 1, 2026, § 16-10a-1008.7 continues to expressly allow a Utah business corporation to convert directly into a domestic LLC under Chapter 20 and Chapter 1a (2026 Utah Laws ch. 93 (SB 40); ch. 92, SB 41 § 140). Section 16-1a-902(1)(b) more generally permits a domestic entity to become a different type of foreign entity when destination law authorizes it. The corporation-specific section still says “domestic limited liability company”; those provisions do not expressly reconcile whether the broader route reaches a corporation-to-foreign-LLC conversion.

Plan and approval

Section 16-1a-903 requires a recorded plan naming the source and resulting entities, their jurisdictions and types, the treatment of interests, the proposed public organic record, full text of recorded private organic rules, and other terms. Under § 16-10a-1008.7(1)(c), an approval method in the articles or bylaws controls. Otherwise all outstanding shares of every class approve, even shares with ordinary voting restrictions. If no shares were issued, a majority of directors approves, or a majority of incorporators when no directors were appointed or elected. The section does not specify a separate board recommendation for a corporation with issued shares.

Section 16-1a-904(1)(b) separately requires approval in a record from each holder who would acquire interest-holder liability for postconversion debts or obligations. The special personal-liability approval cannot be treated as implicit in the ordinary share tally.

Notice and consent

The general meeting rule in § 16-10a-705 calls for 10–60 days' notice to entitled shareholders. Section 16-10a-704 permits written consents carrying at least the votes needed at a meeting, subject to the articles, collects relied-on consents within 60 days, and requires its specified notice when action is less than unanimous. Under the default § 16-10a-1008.7 vote, consent from every outstanding share is still needed.

Filing, fees, and timing

Under § 16-1a-906, the converting entity signs and delivers a statement of conversion to the Division. It identifies both entities and recites approval; a qualifying signed plan can substitute. Section 16-10a-1008.7(1)(b) also requires the corporation's articles of conversion to address cancellation or conversion of issued shares. Section 16-20-201 states the Utah LLC certificate's name, principal-office and agent-information requirements.

The statement may specify an effective time no more than 90 days after filing (§§ 16-1a-906(2)(c), 16-1a-204). The Division's posted schedule is labeled FY2026, effective July 1, 2025; it lists $17 for conversion and separately $59 for an LLC formation filing, $25 preclearance, $75 per filing expedited processing, and $17 correction. A current FY2027 schedule and any combined charge were not confirmed, so these are published prior-year figures rather than a current-fee quote.

Section 16-1a-905 permits amendment under the plan or original approval method, while protecting holders from changed consideration, operative records, or other materially adverse terms. After a statement is filed but before effect, abandonment needs a signed statement. Sections 16-1a-205 and -206 separately govern withdrawal of an uneffective filing and correction of an inaccurate or defectively signed filing; a correction ordinarily relates back, subject to protection for adverse reliance.

Continuity

Section 16-1a-907 treats the converted LLC as the same entity without interruption. Property remains vested, debts and liabilities continue, rights and powers continue subject to law and the plan, the new name may be substituted in proceedings, the resulting organic records and converted interests take effect, and no winding up or dissolution occurs. The section preserves applicable appraisal and preconversion personal-liability questions; § 16-1a-708 ties appraisal to organic law or a contractual grant.

What trips people up

The foreign-destination overlap above requires transaction-specific confirmation. A separate filing overlap appears in § 16-1a-906: subsection (2)(e) names the converting entity's public organic record among statement contents, while subsection (4) describes the converted domestic entity's public organic record and excuses its separate signature. The corporation-specific § 16-10a-1008.7 calls the filing “articles of conversion” but points to Chapter 1a's statement. The text does not itself settle how the Division wants the resulting LLC record presented in a corporation conversion.

The fee schedule states separate conversion and formation line items. It does not state a combined charge for a statement with a resulting LLC record. Confirm the applicable filing charge and document format with the Division before submitting.

Common questions

Does an ordinary majority of existing voting shares suffice by default?

No. The fallback in § 16-10a-1008.7(1)(c) requires all outstanding shares of all classes, including restricted-vote shares. The articles or bylaws may provide the approval method instead.

Can the approved plan be filed instead of a separate statement?

Yes, if the domestic converting entity signs the plan and it includes every item required for a statement under § 16-1a-906(2). The filed plan then serves as the statement.

Statutes and sources

The current official sections below and the enrolled 2026 chapter 93 (SB 40) and chapter 92 (SB 41) were accessed October 1, 2026. Both chapters state an October 1 effective date.

• Utah Code § 16-10a-1008.7, accessed October 1, 2026: “A corporation may convert to a domestic limited liability company subject to Chapter 20, Utah Revised Uniform Limited Liability Company Act, as appropriate pursuant to Section 16-20-1205 by complying with: (i) this Subsection (1); and (ii) Section 16-1a-902.”
• Utah Code § 16-1a-902, accessed October 1, 2026: “(1) By complying with this part, a domestic entity may become: (a) a domestic entity that is a different type of entity; or (b) a foreign entity that is a different type of entity, if the conversion is authorized by the law of the foreign entity's jurisdiction of formation.”
• Utah Code § 16-1a-903, accessed October 1, 2026: “(1) A domestic entity may convert to a different type of entity by approving a plan of conversion.”
• Utah Code § 16-1a-904, accessed October 1, 2026: “(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.”
• Utah Code § 16-1a-905, accessed October 1, 2026: “(4) A statement of abandonment takes effect on the day and time on which the division files the statement of abandonment and the conversion is abandoned and does not take effect.”
• Utah Code § 16-1a-906, accessed October 1, 2026: “(1) A converting entity shall sign a statement of conversion and deliver the statement of conversion to the division for filing.”
• Utah Code § 16-1a-907, accessed October 1, 2026: “(1) When a conversion takes effect: (a) the converted entity is: (i) organized under and subject to the organic law of the converted entity; and (ii) the same entity without interruption as the converting entity; (b) all property of the converting entity continues to be vested in the converted entity without transfer, reversion, or impairment; (c) each debt, obligation, and other liability of the converting entity continues as a debt, obligation, and other liability of the converted entity; (d) except as otherwise provided by law or the plan of conversion, each right, privilege, immunity, power, and purpose of the converting entity remain in the converted entity; (e) the name of the converted entity may be substituted for the name of the converting entity in a pending action or proceeding; (f) if a converted entity is a filing entity, the converted entity's public organic record takes effect; (g) if the converted entity is a limited liability partnership, the converted entity's statement of qualification is effective; (h) the private organic rules of the converted entity that are to be in a record, if any, approved as part of the plan of conversion take effect; (i) each interest in the converting entity is converted, and each interest holder of the converting entity is entitled only to: (i) the rights provided to the interest holder under the plan of conversion; (ii) appraisal rights described in Section 16-1a-708; and (iii) the converting entity's organic law; (j) a person that did not have interest holder liability with respect to the converting entity and becomes subject to interest holder liability with respect to a domestic entity as a result of the conversion has interest holder liability: (i) only to the extent provided by the organic law of the entity; and (ii) only for a debt, obligation, or other liability that the converting entity incurs after the conversion takes effect; (k) the following conditions apply to the interest holder liability of a person that no longer holds an interest in a domestic converting entity if the person had interest holder liability in the domestic converting entity: (i) the conversion does not discharge any interest holder liability under the organic law of the domestic converting entity to the extent the person incurred the interest holder liability before the conversion takes effect; (ii) the person does not have interest holder liability under the organic law of the domestic converting entity for a debt, obligation, or other liability that the converted entity incurs after the conversion takes effect; (iii) the organic law of the domestic converting entity continues to apply to the release, collection, or discharge of any interest holder liability preserved under Subsection (1)(k)(i) as if the conversion does not occur; and (iv) the person has whatever rights of contribution from any other person as provided by other law or the organic rules of the domestic converting entity with respect to any interest holder liability preserved under Subsection (1)(k)(i) as if the conversion does not occur; and (l) a person may serve a foreign entity that is the converted entity with process in this state for the collection and enforcement of any of the foreign entity's debts, obligations, and other liabilities in accordance with applicable law.”
• Utah Code § 16-20-201, accessed October 1, 2026: “(1) One or more persons may act as organizers to form a limited liability company by delivering to the division for filing a certificate of organization.”
• Utah Code § 16-1a-204, accessed October 1, 2026: “(1) on the day and at the time the division files the entity filing;”
• Utah Code § 16-1a-205, accessed October 1, 2026: “(3) Once the division files the statement of withdrawal, the action or transaction evidenced by the original entity filing does not take effect.”
• Utah Code § 16-1a-206, accessed October 1, 2026: “(1) A person may correct an entity filing if: (a) the entity filing, at the time of filing, was inaccurate; (b) the entity filing was defectively signed; or (c) the electronic transmission of the entity filing to the division was defective.”
• Utah Code § 16-10a-704, accessed October 1, 2026: “(1) (a) Unless otherwise provided in the articles of incorporation, and subject to the limitations of Subsection 16-10a-1704(4), any action that may be taken at an annual or special meeting of shareholders may be taken without a meeting and without prior notice, if one or more consents in writing, setting forth the action so taken are signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all shares entitled to vote on the action were present and voted.”
• Utah Code § 16-10a-705, accessed October 1, 2026: “(1) A corporation shall give notice to shareholders of the date, time, and place of each annual and special shareholders' meeting no fewer than 10 nor more than 60 days before the meeting date.”
• Utah Code § 16-1a-708, accessed October 1, 2026: “(2) An interest holder of a new entity is entitled to an appraisal right in connection with the merger, conversion, or domestication if the interest holder would have been entitled to an appraisal right under the new entity's organic law unless: (a) the organic law permits the organic rules to limit or eliminate the availability of an appraisal right; and (b) the organic rules limit or eliminate the availability of an appraisal right.”
• Utah Division FY2026 fee schedule, accessed October 1, 2026: “Merger/Conversion/Domestication/Transfer $17.”