LLC Conversion and Domestication Filing Requirements in Utah
At a glance
| Governing law, transaction names, and route scope | Chapter 1a Parts 9 and 10 govern conversion (new type) and domestication (same type/new jurisdiction); Chapter 20 supplies the LLC member vote (§§ 16-1a-902 to -1007; 16-20-407). |
|---|---|
| Entity-type conversion availability and eligible destination forms | Domestic LLC may become a different domestic entity type or foreign different type authorized by destination law; special forms need their own organic-law checks (§ 16-1a-902). |
| Inbound/outbound domestication, continuance, and transfer | Domestic LLC may domesticate as a foreign same-type entity if destination law authorizes; qualifying foreign LLC may become a Utah LLC if origin law authorizes (§ 16-1a-1002). |
| Destination-law reciprocity and regulated-entity limits | Foreign-type conversion requires destination-law authorization; foreign-origin conversion/domestication requires origin-law authorization. Special regulated/charitable regimes remain outside scope (§§ 16-1a-902, -1002). |
| Plan terms, interest conversion, and resulting governing documents | Recorded plan names source/result and jurisdictions/types, interest treatment, proposed public record, full recorded private rules, and other conditions (§§ 16-1a-903, -1003). |
| Member approval, agreement control, classes/series, and new-liability consent | Ordinary member- and manager-managed LLC defaults require all members for conversion/domestication; organic rules govern procedure subject to nonwaivable member-approval right. Newly liable holder approves in a record (§§ 16-20-107, -407; 16-1a-904, -1004). |
| Conversion/domestication statements, companion filings, signer, and contents | Entity signs Division conversion/domestication statement, naming both entities, approval, effective delay, applicable public record/process address; qualifying signed plan can substitute. LLC-to-corporation also uses articles of incorporation (§§ 16-1a-906, -1006; 16-10a-1008.7). |
| Effective time, amendment, abandonment, withdrawal, status evidence, fees, and tax clearance | Statement defaults to filing effect or ≤90-day delay; plan amendment/abandonment and filed-statement withdrawal/correction rules apply. Posted FY2026 fee schedule lists $17 transaction fee; current FY2027 charge unconfirmed (§§ 16-1a-204 to -206, -905, -1005; fee schedule). |
| Entity, property, debt, proceeding, contract, interest, and registration continuity | Same entity; property, liabilities, rights and proceedings continue, interests/organic records take effect, no dissolution. Inbound foreign registration cancels at effect; pre/post holder liability follows statutory rules (§§ 16-1a-907, -1007). |
| Appraisal/dissent, alternative routes, and professional-advice boundaries | Chapter 1a looks to organic-law or contractual appraisal rights; neither route guarantees payment. Merger, tax election, licensing and private consent are outside this direct-route survey (§§ 16-1a-708, -907, -1007). |
Requirements one by one
Routes and plans
As of October 1, 2026, Chapter 1a separates conversion, a change to a different entity type (§ 16-1a-902), from domestication, a same-type move to another jurisdiction (§ 16-1a-1002). A Utah LLC may convert to a different domestic type or to a different foreign type if the foreign jurisdiction authorizes it. A Utah LLC may domesticate into a foreign LLC if destination law authorizes it; a qualifying foreign LLC may domesticate into Utah if origin law authorizes it. An LLC-to-corporation conversion also invokes the amended corporation § 16-10a-1008.7(2), which calls for articles of incorporation.
Sections 16-1a-903 and 16-1a-1003 require a plan in a record. Each plan names the source and resulting entities, jurisdictions and types, sets out interest conversion, proposed resulting public organic record and full recorded private organic rules, and states the remaining terms. A plan stays distinct from the public statement filed with the Division.
Approval and new liability
Section 16-20-407(2)(e), (3)(c) requires the affirmative vote or consent of all members to approve either transaction under the ordinary member-managed or manager-managed default. Chapter 1a §§ 16-1a-904 and -1004 first look to the entity's organic rules, then applicable organic-law approval requirements. Section 16-20-107(3)(m) bars the operating agreement from varying a member's right to approve a conversion or domestication. A holder who would acquire personal liability for posttransaction obligations must additionally approve in a record under §§ 16-1a-904(1)(b) or 16-1a-1004(1)(b).
Public filing and effect
Under §§ 16-1a-906 and 16-1a-1006, the entity signs and files a conversion or domestication statement with the Division. The statement names both entities, their types and jurisdictions, states approval and any delayed effective time, and includes applicable organic-record or service-address information. A signed plan containing all statement requirements may substitute. For an inbound domestication to a Utah filing entity, § 16-1a-1006(2)(e) names the resulting public organic record; § 16-1a-906's different wording for conversion is discussed below.
A statement ordinarily takes effect on filing or at a stated later time no more than 90 days after filing (§§ 16-1a-906, -1006, -204). For a foreign result, each transaction waits until both Utah statement effectiveness and the time specified by destination organic law. Sections 16-1a-905 and -1005 govern plan amendment and abandonment, including a pre-effect abandonment filing after a statement was delivered. Sections 16-1a-205 and -206 separately govern withdrawal before an entity filing takes effect and correction of a flawed filing; correction ordinarily relates back subject to protection for a person adversely relying on the uncorrected filing.
The Division's posted fee PDF is labeled FY2026, effective July 1, 2025. It lists $17 for conversion or domestication, $25 for preclearance, $75 per filing for expedited processing, and $17 for correction. A FY2027 schedule was not confirmed, so those are prior-year published figures rather than a current-fee quote.
Continuity and appraisal
Sections 16-1a-907 and -1007 treat the result as the same entity without interruption. Property stays vested; debts and liabilities continue; rights and powers continue subject to law and the plan; the new name may be used in pending proceedings; and recorded organic rules and owner interests take effect under the transaction. Neither route requires winding up or causes dissolution. The sections also address pre- and posttransaction holder liability and cancellation of a registered foreign entity's Utah registration when it becomes domestic.
Section 16-1a-708 looks to the entity's organic law and recorded contractual grants for appraisal rights; transaction approval alone does not establish an appraisal payment.
What trips people up
Chapter 1a's conversion statement provision, § 16-1a-906(2)(e), names the converting entity's public organic record, while subsection (4) discusses the converted domestic entity's public organic record and its separate-signature exception. The domestication statement in § 16-1a-1006(2)(e) instead expressly names the resulting domestic entity's record. These different wordings should be checked with the Division for the specific conversion filing; the plan still must contain the proposed resulting public organic record under § 16-1a-903(2)(d).
The posted fee schedule's fiscal-year label has not advanced to FY2027 at the fetched URL. Confirm both the applicable charge and the document package before filing.
Common questions
Does an LLC-to-corporation conversion use the corporation statute too?
Yes. Section 16-10a-1008.7(2) calls for articles of incorporation and cross-references the Chapter 1a conversion route.
Can the plan replace the separate public statement?
Yes, if a domestic converting or domesticating entity signs a plan that includes every item required for the applicable statement (§§ 16-1a-906(5), -1006(5)).
Statutes and sources
The linked current Utah Code sections and the enrolled 2026 chapter 93 (SB 40) and chapter 92 (SB 41) were accessed October 1, 2026. Both acts state an October 1 effective date.
- Utah Code § 16-1a-1002, accessed October 1, 2026: “(1) Except as otherwise provided in this section, by complying with this part: (a) a domestic entity may become a domestic entity of the same type of entity in a foreign jurisdiction if the domestication is authorized by the law of the foreign jurisdiction; and (b) a foreign entity may become a domestic entity of the same type of entity in this state if the domestication is authorized by the law of the foreign entity's jurisdiction of formation.”
- Utah Code § 16-1a-1003, accessed October 1, 2026: “(1) A domestic entity may become a foreign entity in a domestication by approving a plan of domestication.”
- Utah Code § 16-1a-1004, accessed October 1, 2026: “(2) A domestication of a foreign domesticating entity does not take effect unless the foreign domesticating entity approves the domestication in accordance with the law of the foreign entity's jurisdiction of formation.”
- Utah Code § 16-1a-1005, 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 domestication is abandoned and does not take effect.”
- Utah Code § 16-1a-1006, accessed October 1, 2026: “(1) A domesticating entity shall sign a statement of domestication and deliver the statement of domestication to the division for filing.”
- Utah Code § 16-1a-1007, accessed October 1, 2026: “(5) A domestication does not require the domesticating entity to wind up the domesticating entity's affairs and does not constitute or cause the dissolution of the domesticating entity.”
- Utah Code § 16-20-107, accessed October 1, 2026: “(2) To the extent the operating agreement does not provide for a matter described in Subsection (1), this chapter governs the matter.”
- Utah Code § 16-20-407, accessed October 1, 2026: “(1) A limited liability company is a member-managed limited liability company unless the operating agreement: (a) expressly provides that: (i) the limited liability company is or will be "manager-managed"; (ii) the limited liability company is or will be "managed by managers"; or (iii) management of the limited liability company is or will be "vested in managers"; or (b) includes words of similar import.”
- Utah Code § 16-20-1205, accessed October 1, 2026: “(2) Except as otherwise provided in Subsection (3), on and after January 1, 2016, this chapter governs all limited liability companies.”
- Utah Code § 16-1a-902, accessed October 1, 2026: “(2) By complying with the provisions of this part that are applicable to foreign entities, a foreign entity may become a domestic 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: “(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.”
- 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: “(4) A conversion does not require an entity to wind up the entity's affairs and does not constitute or cause the dissolution of the entity.”
- 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 § 16-1a-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 Code § 16-10a-1008.7, accessed October 1, 2026: “(2) A domestic limited liability company may convert to a corporation subject to this chapter by: (a) filing articles of incorporation in accordance with this chapter; and (b) complying with Section 16-1a-902, as appropriate pursuant to Section 16-20-1205.”
- Utah Division FY2026 fee schedule, accessed October 1, 2026: “Merger/Conversion/Domestication/Transfer $17.”
Source links
Every statute quoted above, linked, with the date we checked it.
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