16-16-1601. Definitions. In this part: (1) “Constituent entity” means an entity that is a party to a merger. (2) “Constituent limited cooperative association” means a limited cooperative association that is a party to a merger. (3) “Converted entity” means the organization into which a converting entity converts pursuant to Sections 16-16-1602 through 16-16-1605. (4) “Converting […]
16-16-1602. Conversion. (1) An entity that is not a limited cooperative association may convert to a limited cooperative association and a limited cooperative association may convert to an entity that is not a limited cooperative association pursuant to this section, Sections 16-16-1603 through 16-16-1605, and a plan of conversion, if: (a) the other entity’s organic […]
16-16-1603. Action on plan of conversion by converting limited cooperative association. (1) For a limited cooperative association to convert to another entity, a plan of conversion shall be approved by a majority of the board of directors, or a greater percentage if required by the organic rules, and the board of directors shall call a […]
16-16-1604. Filings required for conversion — Effective date. (1) After a plan of conversion is approved: (a) a converting limited cooperative association shall deliver to the division for filing articles of conversion, which shall include: (i) a statement that the limited cooperative association has been converted into another entity; (ii) the name and form of […]
16-16-1605. Effect of conversion. (1) An entity that has been converted pursuant to this part is for all purposes the same entity that existed before the conversion and is not a new entity but, after conversion, is organized under the organic law of the converted entity and is subject to that law and other law […]
16-16-1606. Merger. (1) One or more limited cooperative associations may merge with one or more other entities pursuant to this part and a plan of merger if: (a) the governing statute of each of the other entities authorizes the merger; (b) the merger is not prohibited by the law of a jurisdiction that enacted any […]
16-16-1607. Notice and action on plan of merger by constituent limited cooperative association. (1) For a limited cooperative association to merge with another entity, a plan of merger shall be approved by a majority vote of the board of directors or a greater percentage if required by the association’s organic rules. (2) The board of […]
16-16-1608. Approval or abandonment of merger by members. (1) Subject to Subsections (2) and (3), a plan of merger shall be approved by: (a) at least two-thirds of the voting power of members present at a members meeting called under Subsection 16-16-1607(2); and (b) if the limited cooperative association has investor members, at least a […]
16-16-1609. Filings required for merger — Effective date. (1) After each constituent entity has approved a merger, articles of merger shall be signed on behalf of each constituent entity by an authorized representative. (2) The articles of merger shall include: (a) the name and form of each constituent entity and the jurisdiction of its governing […]
16-16-1610. Effect of merger. (1) When a merger becomes effective: (a) the surviving entity continues or comes into existence; (b) each constituent entity that merges into the surviving entity ceases to exist as a separate entity; (c) all property owned by each constituent entity that ceases to exist vests in the surviving entity; (d) all […]
16-16-1611. Consolidation. (1) Constituent entities that are limited cooperative associations or foreign cooperatives may agree to call a merger a consolidation under this part. (2) All provisions governing mergers or using the term merger in this chapter apply equally to mergers that the constituent entities choose to call consolidations under Subsection (1). Enacted by Chapter […]
16-16-1612. Part not exclusive. This part does not prohibit a limited cooperative association from being converted or merged under law other than this chapter. Enacted by Chapter 363, 2008 General Session
