48-1d-1002. Relationship of part to other laws. This part does not authorize an act prohibited by, and does not affect the application or requirements of, law other than this part. Enacted by Chapter 412, 2013 General Session
48-1d-1003. Required notice or approval. (1) A domestic or foreign entity that is required to give notice to, or obtain the approval of, a governmental agency or officer of this state to be a party to a merger must give the notice or obtain the approval to be a party to an interest exchange, conversion, […]
48-1d-1004. Status of filings. A filing under this part signed by a domestic entity becomes part of the public organic record of the entity if the entity’s organic law provides that similar filings under that law become part of the public organic record of the entity. Enacted by Chapter 412, 2013 General Session
48-1d-1005. Nonexclusivity. The fact that a transaction under this part produces a certain result does not preclude the same result from being accomplished in any other manner permitted by law other than this part. Enacted by Chapter 412, 2013 General Session
48-1d-1006. Reference to external facts. A plan may refer to facts ascertainable outside the plan if the manner in which the facts will operate upon the plan is specified in the plan. The facts may include the occurrence of an event or a determination or action by a person, whether or not the event, determination, […]
48-1d-1007. Alternative means of approval of transactions. Except as otherwise provided in the organic law or organic rules of a domestic entity, approval of a transaction under this part by the unanimous vote or consent of its interest holders satisfies the requirements of this part for approval of the transaction. Enacted by Chapter 412, 2013 […]
48-1d-1008. Appraisal rights. (1) An interest holder of a domestic merging, acquired, converting, or domesticating entity is entitled to appraisal rights in connection with the transaction if the interest holder would have been entitled to appraisal rights under the entity’s organic law in connection with a merger in which the interest of the interest holder […]
48-1d-1021. Merger authorized. (1) By complying with Sections 48-1d-1021 through 48-1d-1026: (a) one or more domestic partnerships may merge with one or more domestic or foreign entities into a domestic or foreign surviving entity; and (b) two or more foreign entities may merge into a domestic partnership. (2) By complying with the provisions of Sections […]
48-1d-1022. Plan of merger. (1) A domestic partnership may become a party to a merger under Sections 48-1d-1021 through 48-1d-1026 by approving a plan of merger. The plan must be in a record and contain: (a) as to each merging entity, its name, jurisdiction of formation, and type of entity; (b) if the surviving entity […]
48-1d-1023. Approval of merger. (1) A plan of merger is not effective unless it has been approved: (a) by a domestic merging partnership, by all the partners of the partnership entitled to vote on or consent to any matter; and (b) in a record, by each partner of a domestic merging partnership that will have […]
48-1d-1024. Amendment or abandonment of plan of merger. (1) A plan of merger may be amended only with the consent of each party to the plan, except as otherwise provided in the plan. (2) A domestic merging partnership may approve an amendment of a plan of merger: (a) in the same manner as the plan […]
48-1d-1025. Statement of merger. (1) A statement of merger must be signed by each merging entity and delivered to the division for filing. (2) A statement of merger must contain: (a) the name, jurisdiction of formation, and type of entity of each merging entity that is not the surviving entity; (b) the name, jurisdiction of […]
48-1d-1026. Effect of merger. (1) When a merger becomes effective: (a) the surviving entity continues or comes into existence; (b) each merging entity that is not the surviving entity ceases to exist; (c) all property of each merging entity vests in the surviving entity without transfer, reversion, or impairment; (d) all debts, obligations, and other […]
48-1d-1031. Interest exchange authorized. (1) By complying with Sections 48-1d-1031 through 48-1d-1036: (a) a domestic partnership may acquire all of one or more classes or series of interests of another domestic or foreign entity in exchange for interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing; […]
48-1d-1032. Plan of interest exchange. (1) A domestic partnership may be the acquired entity in an interest exchange under Sections 48-1d-1031 through 48-1d-1036 by approving a plan of interest exchange. The plan must be in a record and contain: (a) the name of the acquired entity; (b) the name, jurisdiction of formation, and type of […]
48-1d-1033. Approval of interest exchange. (1) A plan of interest exchange is not effective unless it has been approved: (a) by all the partners of a domestic acquired partnership entitled to vote on or consent to any matter; and (b) in a record, by each partner of the domestic acquired partnership that will have interest […]
48-1d-1034. Amendment or abandonment of plan of interest exchange. (1) A plan of interest exchange may be amended only with the consent of each party to the plan, except as otherwise provided in the plan. (2) A domestic acquired partnership may approve an amendment of a plan of interest exchange: (a) in the same manner […]
48-1d-1035. Statement of interest exchange. (1) A statement of interest exchange must be signed by a domestic acquired partnership and delivered to the division for filing. (2) A statement of interest exchange must contain: (a) the name of the acquired partnership; (b) the name, jurisdiction of formation, and type of entity of the acquiring entity; […]
48-1d-1036. Effect of interest exchange. (1) When an interest exchange in which the acquired entity is a domestic partnership becomes effective: (a) the interests in the domestic acquired partnership that are the subject of the interest exchange cease to exist or are converted or exchanged, and the partners holding those interests are entitled only to […]
Effective 5/12/2015 48-1d-1041. Conversion authorized. (1) As used in Sections 48-1d-1041 through 48-1d-1046, the term “subject entity” includes a corporation, a business trust or association, a real estate investment trust, a common-law trust, or any other unincorporated business, including a limited liability company, a general partnership, a registered limited liability partnership, or a foreign limited […]
