Rep. Norm Thurston — Voting Record

Bill

Number

S.B. 74 (2015GS)

Sponsor

Sen. Hillyard, L.

Final action

Governor Signed 3/26/2015

Outcome

Became law — signed by Gov. Gary R. Herbert

Summary

What it does

• This bill:
• addresses permitted names related to a limited liability company;
• requires filings to be typewritten or computer generated;
• modifies language related to entities converting to a different type of entity;
• addresses location of notice of series that is filed with the division; and
• makes technical and conforming amendments.

Every vote on this bill

Bill text

This document includes Senate 2nd Reading Floor Amendments incorporated into the bill on Mon, Feb 2, 2015 at 12:09 PM by lpoole.
UNINCORPORATED BUSINESS ENTITIES RELATED
AMENDMENTS
GENERAL SESSION
STATE OF UTAH
Chief Sponsor: Lyle W. Hillyard
House Sponsor: 
 R. Curt Webb
LONG TITLE
General Description:
This bill modifies provisions related to unincorporated business entities.
Highlighted Provisions:
This bill:
▸ addresses permitted names related to a limited liability company;
▸ requires filings to be typewritten or computer generated;
▸ modifies language related to entities converting to a different type of entity;
▸ addresses location of notice of series that is filed with the division; and
▸ makes technical and conforming amendments.
Money Appropriated in this Bill:
None
Other Special Clauses:
None
Utah Code Sections Affected:
AMENDS:
48-1d-1041
, as enacted by Laws of Utah 2013, Chapter 412
48-1d-1042
, as enacted by Laws of Utah 2013, Chapter 412
48-1d-1043
, as enacted by Laws of Utah 2013, Chapter 412
48-1d-1044
, as enacted by Laws of Utah 2013, Chapter 412
48-1d-1046
, as enacted by Laws of Utah 2013, Chapter 412
48-2e-205
, as enacted by Laws of Utah 2013, Chapter 412
48-2e-1141
, as enacted by Laws of Utah 2013, Chapter 412
48-2e-1142
, as enacted by Laws of Utah 2013, Chapter 412
48-2e-1143
, as enacted by Laws of Utah 2013, Chapter 412
48-2e-1144
, as enacted by Laws of Utah 2013, Chapter 412
48-2e-1146
, as enacted by Laws of Utah 2013, Chapter 412
48-3a-108
, as enacted by Laws of Utah 2013, Chapter 412
48-3a-205
, as enacted by Laws of Utah 2013, Chapter 412
48-3a-1041
, as enacted by Laws of Utah 2013, Chapter 412
48-3a-1042
, as enacted by Laws of Utah 2013, Chapter 412
48-3a-1043
, as enacted by Laws of Utah 2013, Chapter 412
48-3a-1044
, as enacted by Laws of Utah 2013, Chapter 412
48-3a-1046
, as enacted by Laws of Utah 2013, Chapter 412
48-3a-1202
, as enacted by Laws of Utah 2013, Chapter 412
Be it enacted by the Legislature of the state of Utah:
Section 1. Section 
48-1d-1041
 is amended to read:
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 partnership.
(2) A subject entity may convert to a domestic partnership by complying with Sections
48-1d-1041
 through 
48-1d-1046
.
[
(1)
] 
(3)
 By complying with Sections 
48-1d-1041
 through 
48-1d-1046
, a domestic
partnership 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 jurisdiction.
[
(2)
] 
(4)
 By complying with the provisions of Sections 
48-1d-1041
 through 
48-1d-1046
applicable to foreign entities, a foreign entity that is not a foreign partnership may become a
domestic partnership if the conversion is authorized by the law of the foreign entity's
jurisdiction of formation.
[
(3)
] 
(5)
 If a protected agreement contains a provision that applies to a merger of a
domestic partnership but does not refer to a conversion, the provision applies to a conversion of
the entity as if the conversion were a merger until the provision is amended after January 1,
2014.
Section 2. Section 
48-1d-1042
 is amended to read:
48-1d-1042.
Plan of conversion.
(1) A 
subject entity may convert to a domestic partnership or a
 domestic partnership
may convert to a different type of entity under Sections 
48-1d-1041
 through 
48-1d-1046
 by
approving a plan of conversion. The plan must be in a record and contain:
(a) the name of the converting 
subject entity or
 partnership;
(b) the name, jurisdiction of formation, and type of entity of the converted entity;
(c) the manner of converting the interests in the converting 
subject entity or
 partnership
into interests, securities, obligations, money, other property, rights to acquire interests or
securities, or any combination of the foregoing;
(d) the proposed public organic record of the converted entity if it will be a filing
entity;
(e) the full text of the private organic rules of the converted entity that are proposed to
be in a record;
(f) the other terms and conditions of the conversion; and
(g) any other provision required by the law of this state or the partnership agreement of
the converting partnership.
(2) In addition to the requirements of Subsection (1), a plan of conversion may contain
any other provision not prohibited by law.
Section 3. Section 
48-1d-1043
 is amended to read:
48-1d-1043.
Approval of conversion.
(1) A plan of conversion is not effective unless it has been approved:
(a) by a domestic converting 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 converting partnership that will have
interest holder liability for debts, obligations, and other liabilities that arise after the conversion
becomes effective:
(i) the partnership agreement provides in a record for the approval of a conversion or a
merger in which some or all of its partners become subject to interest holder liability by the
vote or consent of fewer than all the interest holders; and
(ii) the partner voted for or consented in a record to that provision of the partnership
agreement or became a partner after the adoption of that provision.
(2) A conversion involving a domestic converting entity that is not a partnership
,
including a subject entity,
 is not effective unless it is approved by the domestic converting
entity in accordance with its organic law.
(3) A conversion of a foreign converting entity is not effective unless it is approved by
the foreign entity in accordance with the law of the foreign entity's jurisdiction of formation.
Section 4. Section 
48-1d-1044
 is amended to read:
48-1d-1044.
Amendment or abandonment of plan of conversion.
(1) A plan of conversion of a 
subject entity or
 domestic converting partnership may be
amended:
(a) in the same manner as the plan was approved, if the plan does not provide for the
manner in which it may be amended; or
(b) by the partners of the entity in the manner provided in the plan, but a partner that
was entitled to vote on or consent to approval of the conversion is entitled to vote on or consent
to any amendment of the plan that will change:
(i) the amount or kind of interests, securities, obligations, money, other property, rights
to acquire interests or securities, or any combination of the foregoing, to be received by any of
the partners of the converting entity under the plan;
(ii) the public organic record or private organic rules of the converted entity that will be
in effect immediately after the conversion becomes effective, except for changes that do not
require approval of the interest holders of the converted entity under its organic law or organic
rules; or
(iii) any other terms or conditions of the plan, if the change would adversely affect the
partner in any material respect.
(2) After a plan of conversion has been approved [
by a domestic converting
partnership
] and before a statement of conversion becomes effective, the plan may be
abandoned as provided in the plan. Unless prohibited by the plan, a domestic converting
partnership may abandon the plan in the same manner as the plan was approved.
(3) If a plan of conversion is abandoned after a statement of conversion has been
delivered to the division for filing and before the statement of conversion becomes effective, a
statement of abandonment, signed by the converting entity, must be delivered to the division
for filing before the time the statement of conversion becomes effective. The statement of
abandonment takes effect on filing, and the conversion is abandoned and does not become
effective. The statement of abandonment must contain:
(a) the name of the converting 
subject entity or
 partnership;
(b) the date on which the statement of conversion was delivered to the division for
filing; and
(c) a statement that the conversion has been abandoned in accordance with this section.
Section 5. Section 
48-1d-1046
 is amended to read:
48-1d-1046.
Effect of conversion.
(1) When a conversion in which the converted entity is a 
subject entity or
 domestic
partnership becomes effective:
(a) the converted entity is:
(i) organized under and subject to this chapter; 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) all debts, obligations, and other liabilities of the converting entity continue as debts,
obligations, and other liabilities of the converted entity;
(d) except as otherwise provided by law or the plan of conversion, all the rights,
privileges, immunities, powers, and purposes 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 any pending action or proceeding;
(f) if the converted entity is a limited liability partnership, its statement of qualification
is effective simultaneously;
(g) the provisions of the partnership agreement of the converted entity that are to be in
a record, if any, approved as part of the plan of conversion are effective; and
(h) the interests in the converting entity are converted, and the interest holders of the
converting entity are entitled only to the rights provided to them under the plan of conversion
and to any appraisal rights they have under Section 
48-1d-1008
 and the converting entity's
organic law.
(2) Except as otherwise provided in the partnership agreement of a domestic converting
partnership, the conversion does not give rise to any rights that a partner or third party would
otherwise have upon a dissolution, liquidation, or winding up of the converting entity.
(3) When a conversion becomes effective, 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 only
to the extent provided by the organic law of the entity and only for those debts, obligations, and
other liabilities that arise after the conversion becomes effective.
(4) When a conversion becomes effective, the interest holder liability of a person that
ceases to hold an interest in a domestic partnership with respect to which the person had
interest holder liability is as follows:
(a) The conversion does not discharge any interest holder liability to the extent the
interest holder liability arose before the conversion became effective.
(b) The person does not have interest holder liability for any debt, obligation, or other
liability that arises after the conversion becomes effective.
(c) The person has whatever rights of contribution from any other person as are
provided by law other than this chapter, this chapter, or the partnership agreement of the
converting entity with respect to any interest holder liability preserved under Subsection (4)(a)
as if the conversion had not occurred.
(5) When a conversion becomes effective, a foreign entity that is the converted entity
may be served with process in this state for the collection and enforcement of any of its debts,
obligations, and other liabilities as provided in Section 
16-17-301
.
(6) If the converting entity is a registered foreign entity, its registration to do business
in this state is canceled when the conversion becomes effective.
(7) A conversion does not require the entity to wind up its affairs and does not
constitute or cause the dissolution of the entity.
Section 6. Section 
48-2e-205
 is amended to read:
48-2e-205.
Filing requirements.
(1) To be filed by the division pursuant to this chapter, a record must be received by
the division, comply with this chapter, and satisfy the following:
(a) The filing of the record must be required or permitted by this chapter.
(b) The record must be physically delivered in written form unless and to the extent the
division permits electronic delivery of records.
(c) The record must be typewritten or computer generated.
[
(c)
] 
(d)
 The words in the record must be in English, and numbers must be in Arabic or
Roman numerals, but the name of an entity need not be in English if written in English letters
or Arabic or Roman numerals.
[
(d)
] 
(e)
 The record must be signed by a person authorized under this chapter to sign
the record.
[
(e)
] 
(f)
 The record must state the name and capacity, if any, of each individual who
signed it, either on behalf of the individual or the person authorized or required to sign the
record, but need not contain a seal, attestation, acknowledgment, or verification.
(2) If law other than this chapter prohibits the disclosure by the division of information
contained in a record delivered to the division for filing, the division shall accept the record if
the record otherwise complies with this chapter but the division may redact the information.
(3) When a record is delivered to the division for filing, any fee required under this
chapter and any fee, tax, interest, or penalty required to be paid under this chapter, or law other
than this chapter, must be paid in a manner permitted by the division or by that law.
(4) The division may require that a record delivered in written form be accompanied by
an identical or conformed copy.
Section 7. Section 
48-2e-1141
 is amended to read:
48-2e-1141.
Conversion authorized.
(1) As used in Sections 
48-2e-1141
 through 
48-2e-1146
, 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 partnership.
(2) A subject entity may convert to a domestic limited partnership by complying with
Sections 
48-2e-1141
 through 
48-2e-1146
.
[
(1)
] 
(3)
 By complying with Sections 
48-2e-1141
 through 
48-2e-1146
 a domestic
limited partnership 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 jurisdiction.
[
(2)
] 
(4)
 By complying with the provisions of Sections 
48-2e-1141
 through 
48-2e-1146
applicable to foreign entities, a foreign entity that is not a foreign limited partnership may
become a domestic limited partnership if the conversion is authorized by the law of the foreign
entity's jurisdiction of formation.
[
(3)
] 
(5)
 If a protected agreement contains a provision that applies to a merger of a
domestic limited partnership but does not refer to a conversion, the provision applies to a
conversion of the entity as if the conversion were a merger until the provision is amended after
January 1, 2014.
Section 8. Section 
48-2e-1142
 is amended to read:
48-2e-1142.
Plan of conversion.
(1) A 
subject entity may convert to a domestic limited partnership or a
 domestic
limited partnership may convert to a different type of entity under Sections 
48-2e-1141
 through
48-2e-1146
 by approving a plan of conversion. The plan must be in a record and contain:
(a) the name of the converting 
subject entity or
 limited partnership;
(b) the name, jurisdiction of formation, and type of entity of the converted entity;
(c) the manner of converting the interests in the converting 
subject entity or
 limited
partnership into interests, securities, obligations, money, other property, rights to acquire
interests or securities, or any combination of the foregoing;
(d) the proposed public organic record of the converted entity if it will be a filing
entity;
(e) the full text of the private organic rules of the converted entity that are proposed to
be in a record;
(f) the other terms and conditions of the conversion; and
(g) any other provision required by the law of this state or the partnership agreement of
the converting limited partnership.
(2) In addition to the requirements of Subsection (1), a plan of conversion may contain
any other provision not prohibited by law.
Section 9. Section 
48-2e-1143
 is amended to read:
48-2e-1143.
Approval of conversion.
(1) A plan of conversion is not effective unless it has been approved:
(a) by a domestic converting limited partnership by all of the partners of the limited
partnership entitled to vote on or consent to any matter; and
(b) in a record, by each partner of a domestic converting limited partnership that will
have interest holder liability for debts, obligations, and other liabilities that arise after the
conversion becomes effective:
(i) the partnership agreement of the limited partnership provides in a record for the
approval of a conversion or a merger in which some or all of its partners become subject to
interest holder liability by the vote or consent of fewer than all the interest holders; and
(ii) the partner voted for or consented in a record to that provision of the partnership
agreement or became a partner after the adoption of that provision.
(2) A conversion involving a domestic converting entity that is not a limited
partnership
, including a subject entity,
 is not effective unless it is approved by the domestic
converting entity in accordance with its organic law.
(3) A conversion of a foreign converting entity is not effective unless it is approved by
the foreign entity in accordance with the law of the foreign entity's jurisdiction of formation.
Section 10. Section 
48-2e-1144
 is amended to read:
48-2e-1144.
Amendment or abandonment of plan of conversion.
(1) A plan of conversion of a 
subject entity or
 domestic converting limited partnership
may be amended:
(a) in the same manner as the plan was approved, if the plan does not provide for the
manner in which it may be amended; or
(b) by the partners of the limited partnership in the manner provided in the plan, but a
partner that was entitled to vote on or consent to approval of the conversion is entitled to vote
on or consent to any amendment of the plan that will change:
(i) the amount or kind of interests, securities, obligations, money, other property, rights
to acquire interests or securities, or any combination of the foregoing, to be received by any of
the partners of the converting entity under the plan;
(ii) the public organic record or private organic rules of the converted entity that will be
in effect immediately after the conversion becomes effective, except for changes that do not
require approval of the interest holders of the converted entity under its organic law or organic
rules; or
(iii) any other terms or conditions of the plan, if the change would adversely affect the
partner in any material respect.
(2) After a plan of conversion has been approved [
by a domestic converting limited
partnership
] and before a statement of conversion becomes effective, the plan may be
abandoned as provided in the plan. Unless prohibited by the plan, a domestic converting
limited partnership may abandon the plan in the same manner as the plan was approved.
(3) If a plan of conversion is abandoned after a statement of conversion has been
delivered to the division for filing and before the statement becomes effective, a statement of
abandonment, signed by the converting entity, must be delivered to the division for filing
before the time the statement of conversion becomes effective. The statement of abandonment
takes effect on filing, and the conversion is abandoned and does not become effective. The
statement of abandonment must contain:
(a) the name of the converting 
subject entity or
 limited partnership;
(b) the date on which the statement of conversion was delivered to the division for
filing; and
(c) a statement that the conversion has been abandoned in accordance with this section.
Section 11. Section 
48-2e-1146
 is amended to read:
48-2e-1146.
Effect of conversion.
(1) When a conversion in which the converted entity is a 
subject entity or
 domestic
limited partnership becomes effective:
(a) the converted entity is:
(i) organized under and subject to this chapter; 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) all debts, obligations, and other liabilities of the converting entity continue as debts,
obligations, and other liabilities of the converted entity;
(d) except as otherwise provided by law or the plan of conversion, all the rights,
privileges, immunities, powers, and purposes 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 any pending action or proceeding;
(f) the provisions of the partnership agreement of the converted entity that are to be in a
record, if any, approved as part of the plan of conversion are effective; and
(g) the interests in the converting entity are converted, and the interest holders of the
converting entity are entitled only to the rights provided to them under the plan of conversion
and to any appraisal rights they have under Section 
48-2e-1108
 and the converting entity's
organic law.
(2) Except as otherwise provided in the partnership agreement of a domestic converting
limited partnership, the conversion does not give rise to any rights that a partner or third party
would have upon a dissolution, liquidation, or winding up of the converting entity.
(3) When a conversion becomes effective, 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 only
to the extent provided by the organic law of the entity and only for those debts, obligations, and
other liabilities that arise after the conversion becomes effective.
(4) When a conversion becomes effective, the interest holder liability of a person that
ceases to hold an interest in a domestic limited partnership with respect to which the person
had interest holder liability is as follows:
(a) The conversion does not discharge any interest holder liability to the extent the
interest holder liability arose before the conversion became effective.
(b) The person does not have interest holder liability for any debt, obligation, or other
liability that arises after the conversion becomes effective.
(c) The person has whatever rights of contribution from any other person as are
provided by law other than this chapter, this chapter, or the partnership agreement of the
converting entity with respect to any interest holder liability preserved under Subsection (4)(a)
as if the conversion had not occurred.
(5) When a conversion becomes effective, a foreign entity that is the converted entity
may be served with process in this state for the collection and enforcement of any of its debts,
obligations, and other liabilities as provided in Section 
16-17-301
.
(6) If the converting entity is a registered foreign entity, its registration to do business
in this state is canceled when the conversion becomes effective.
(7) A conversion does not require the entity to wind up its affairs and does not
constitute or cause the dissolution of the entity.
Section 12. Section 
48-3a-108
 is amended to read:
48-3a-108.
Permitted names.
(1) Except as provided in Section 
48-3a-1104
 or 
48-3a-1302
, the name of a limited
liability company must contain the words "limited liability company" or "limited company" or
the abbreviation "L.L.C.", "LLC", "L.C.", or "LC". "Limited" may be abbreviated as "Ltd.",
and "company" may be abbreviated as "Co.".
[
(2) Except as otherwise provided in Subsection (4), the name of a limited liability
company, and the name under which a foreign limited liability company may register to do
business in this state, must be distinguishable on the records of the division from:
]
[
(a) the name of an existing person whose formation required the filing of a record by
the division;
]
[
(b) the name of a limited liability partnership;
]
[
(c) the name of a person registered to do business in this state by the filing of a record
by the division;
]
[
(d) each name reserved under Section 
48-3a-109
 or other law of this state providing
for the reservation of a name by the filing of a record by the division;
]
[
(e) each name registered under Section 
48-3a-110
 or other law of this state providing
for the registration of a name by the filing of a record by the division; and
]
[
(f) an assumed name registered under Title 42, Chapter 2, Conducting Business Under
Assumed Name.
]
[
(3) If a person consents in a record to the use of its name and submits an undertaking
in a form satisfactory to the division to change its name to a name that is distinguishable on the
records of the division from any name in any category of names in Subsection (2), the name of
the consenting person may be used by the person to which the consent was given.
]
[
(4) Except as otherwise provided in Subsection (5), in determining whether a name is
the same as or not distinguishable on the records of the division from the name of another
entity, words, phrases, or abbreviations indicating the type of entity, such as "corporation",
"corp.", "incorporated", "Inc.", "professional corporation", "PC", "P.C.", "professional
association", "PA", "P.A.", "Limited", "Ltd.", "limited partnership", "LP", "L.P.", "limited
liability partnership", "LLP", "L.L.P.", "registered limited liability partnership", "RLLP",
"R.L.L.P.", "limited liability limited partnership", "LLLP", "L.L.L.P.", "registered limited
liability limited partnership", "RLLLP", "R.L.L.L.P.", "limited liability company", "LLC",
"L.L.C.", "professional limited liability company", "PLLC", or "P.L.L.C.", may not be taken
into account.
]
[
(5) A person may consent in a record to the use of a name that is not distinguishable
on the records of the division from its name except for the addition of a word, phrase, or
abbreviation indicating the type of person as provided in Subsection (4). In such a case, the
person need not change its name pursuant to Subsection (2).
]
(2) Except as authorized by Subsection (3), the name of a company must be
distinguishable as defined in Subsection (4) upon the records of the division from:
(a) the actual name, reserved name, or fictitious or assumed name of any entity
registered with the division; or
(b) any tradename, trademark, or service mark registered with the division.
(3) (a) A company may apply to the division for approval to file its
Ŝ→ [
articles
]
390a 
certificate
 ←Ŝ
of
organization under or to reserve a name that is not distinguishable upon the division's records
from one or more of the names described in Subsection (2).
(b) The division shall approve the name for which the company applies under
Subsection (3)(a) if:
(i) the other person whose name is not distinguishable from the name under which the
applicant desires to file:
(A) consents to the filing in writing; and
(B) submits an undertaking in a form satisfactory to the division to change its name to
a name that is distinguishable from the name of the applicant; or
(ii) the applicant delivers to the division a certified copy of the final judgment of a
court of competent jurisdiction establishing the applicant's right to use the name in this state.
(4) A name is distinguishable from other names, trademarks, and service marks
registered with the division if it contains one or more different words, letters, or numerals from
other names upon the division's records.
(5) The following differences are not distinguishing:
(a) the term:
(i) "corp.";
(ii) "corporation";
(iii) "Inc.";
(iv) "incorporated";
(v) "professional corporation";
(vi) "P.C." or "PC";
(vii) "professional association";
(viii) "P.A." or "PA";
(ix) "professional limited liability company";
(x) "P.L.L.C." or "PLLC";
(xi) "company";
(xii) "limited partnership";
(xiii) "limited";
(xiv) "L.P." or "LP";
(xv) "Ltd.";
(xvi) "limited liability company";
(xvii) "limited company";
(xviii) "L.C." or "LC";
(xix) "L.L.C." or "LLC";
(xx) "registered limited liability partnership";
(xxi) "R.L.L.P." or "RLLP";
(xxii) "limited liability partnership;
(xxiii) "L.L.P." or "LLP";
(xxiv) "limited liability limited partnership";
(xxv) "L.L.L.P." or "LLLP";
(xxvi) "registered limited liability limited partnership"; or
(xxvii) "R.L.L.L.P." or "RLLLP";
(b) an abbreviation of a word listed in Subsection (5)(a);
(c) the presence or absence of the words or symbols of the words "the," "and," "a," or
"plus";
(d) differences in punctuation and special characters;
(e) differences in capitalization; or
(f) for a company that is formed in this state on or after May 4, 1998, or registered as a
foreign company in this state on or after May 4, 1998, differences in singular and plural forms
of words.
(6) The division may not approve for filing a name that implies that a limited liability
company is an agency of this state or any of its political subdivisions, if it is not actually such a
legally established agency or subdivision.
(7) The authorization to file a certificate under or to reserve or register a limited
liability company name as granted by the division does not:
(a) abrogate or limit the law governing unfair competition or unfair trade practices;
(b) derogate from the common law, the principles of equity, or the statutes of this state
or of the United States with respect to the right to acquire and protect names and trademarks; or
(c) create an exclusive right in geographic or generic terms contained within a name.
(8) The name of a limited liability company or foreign limited liability company may
not contain:
(a) the [
words
] 
term
:
(i) "association";
(ii) "corporation";
(iii) "incorporated";
(iv) "partnership"; [
or
]
(v) "limited partnership"; 
or
(vi) "L.P.";
(b) any word or abbreviation that is of like import to the words listed in Subsection
(8)(a);
(c) without the written consent of the United States Olympic Committee, the words:
(i) "Olympic";
(ii) "Olympiad"; or
(iii) "Citius Altius Fortius"; and
(d) without the written consent of the Division of Consumer Protection issued in
accordance with Section 
13-34-114
 the words:
(i) "university";
(ii) "college"; or
(iii) "institute" or "institution".
(9) (a) A person, other than a company formed under this chapter or a foreign company
authorized to transact business in this state, may not use in its name in this state the term:
(i) "limited liability company";
(ii) "limited company";
(iii) "L.L.C.";
(iv) "L.C.";
(v) "LLC"; or
(vi) "LC".
(b) Notwithstanding Subsection (2)(a):
(i) a foreign corporation whose actual name includes the term "limited" or "Ltd." may
use its actual name in this state if it also uses:
(A) "corporation" or "corp."; or
(B) "incorporated" or "Inc."; and
(ii) a limited liability partnership may use in its name the term:
(A) "limited liability partnership";
(B) "L.L.P."; or
(C) "LLP".
Section 13. Section 
48-3a-205
 is amended to read:
48-3a-205.
Filing requirements.
(1) To be filed by the division pursuant to this chapter, a record must be received by
the division, comply with this chapter, and satisfy the following:
(a) The filing of the record must be required or permitted by this chapter.
(b) The record must be physically delivered in written form unless and to the extent the
division permits electronic delivery of records.
(c) The record must be typewritten or computer generated.
[
(c)
] 
(d)
 The words in the record must be in English, and numbers must be in Arabic or
Roman numerals, but the name of an entity need not be in English if written in English letters
or Arabic or Roman numerals.
[
(d)
] 
(e)
 The record must be signed by a person authorized or required under this
chapter to sign the record.
[
(e)
] 
(f)
 The record must state the name and capacity, if any, of each individual who
signed it, either on behalf of the individual or the person authorized or required to sign the
record, but need not contain a seal, attestation, acknowledgment, or verification.
(2) If law other than this chapter prohibits the disclosure by the division of information
contained in a record delivered to the division for filing, the division shall accept the record if
the record otherwise complies with this chapter, but the division may redact the information.
(3) When a record is delivered to the division for filing, any fee required under this
chapter and any fee, tax, interest, or penalty required to be paid under this chapter or law other
than this chapter must be paid in a manner permitted by the division or by that law.
(4) The division may require that a record delivered in written form be accompanied by
an identical or conformed copy.
Section 14. Section 
48-3a-1041
 is amended to read:
48-3a-1041.
Conversion authorized.
(1) As used in Sections 
48-3a-1041
 through 
48-3a-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 general partnership, a
registered limited liability partnership, a limited partnership, a nonprofit corporation, or a
foreign company.
(2) A subject entity may convert to a domestic company by complying with Sections
48-3a-1041
 through 
48-3a-1046
.
[
(1)
] 
(3)
 By complying with Sections 
48-3a-1041
 through 
48-3a-1046
, a domestic
limited liability company 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 jurisdiction.
[
(2)
] 
(4)
 By complying with the provisions of Sections 
48-3a-1041
 through 
48-3a-1046
applicable to foreign entities, a foreign entity that is not a foreign limited liability company may
become a domestic limited liability company if the conversion is authorized by the law of the
foreign entity's jurisdiction of formation.
[
(3)
] 
(5)
 If a protected agreement contains a provision that applies to a merger of a
domestic limited liability company but does not refer to a conversion, the provision applies to a
conversion of the entity as if the conversion were a merger until the provision is amended after 
January 1, 2014.
Section 15. Section 
48-3a-1042
 is amended to read:
48-3a-1042.
Plan of conversion.
(1) A 
subject entity may convert to a domestic limited liability company or a
 domestic
limited liability company may convert to a different type of entity under Sections 
48-3a-1041
through 
48-3a-1046
 by approving a plan of conversion. The plan must be in a record and
contain:
(a) the name of the converting 
subject entity or
 limited liability company;
(b) the name, jurisdiction of formation, and type of entity of the converted entity;
(c) the manner of converting the interests in the converting 
subject entity or
 limited
liability company into interests, securities, obligations, money, other property, rights to acquire
interests or securities, or any combination of the foregoing;
(d) the proposed public organic record of the converted entity if it will be a filing
entity;
(e) the full text of the private organic rules of the converted entity that are proposed to
be in a record;
(f) the other terms and conditions of the conversion; and
(g) any other provision required by the law of this state or the operating agreement of
the converting limited liability company.
(2) In addition to the requirements of Subsection (1), a plan of conversion may contain
any other provision not prohibited by law.
Section 16. Section 
48-3a-1043
 is amended to read:
48-3a-1043.
Approval of conversion.
(1) A plan of conversion is not effective unless it has been approved:
(a) by a domestic converting limited liability company by all the members of the
limited liability company entitled to vote on or consent to any matter; and
(b) in a record, by each member of a domestic converting limited liability company that
will have interest holder liability for debts, obligations, and other liabilities that arise after the
conversion becomes effective:
(i) the operating agreement of the limited liability company provides in a record for the
approval of a conversion or a merger in which some or all of its interest holders become subject
to interest holder liability by the vote or consent of fewer than all the interest holders; and
(ii) the member voted for or consented in a record to that provision of the operating
agreement or became a member after the adoption of that provision.
(2) A conversion involving a domestic converting entity that is not a limited liability
company
, including a subject entity,
 is not effective unless it is approved by the domestic
converting entity in accordance with its organic law.
(3) A conversion of a foreign converting entity is not effective unless it is approved by
the foreign entity in accordance with the law of the foreign entity's jurisdiction of formation.
Section 17. Section 
48-3a-1044
 is amended to read:
48-3a-1044.
Amendment or abandonment of plan of conversion.
(1) A plan of conversion of a 
subject entity or
 domestic converting limited liability
company may be amended:
(a) in the same manner as the plan was approved, if the plan does not provide for the
manner in which it may be amended; or
(b) by the managers or members of the entity in the manner provided in the plan, but a
member that was entitled to vote on or consent to approval of the conversion is entitled to vote
on or consent to any amendment of the plan that will change:
(i) the amount or kind of interests, securities, obligations, money, other property, rights
to acquire interests or securities, or any combination of the foregoing, to be received by any of
the interest holders of the converting entity under the plan;
(ii) the public organic record or private organic rules of the converted entity that will be
in effect immediately after the conversion becomes effective, except for changes that do not
require approval of the interest holders of the converted entity under its organic law or organic
rules; or
(iii) any other terms or conditions of the plan, if the change would adversely affect the
interest holder in any material respect.
(2) After a plan of conversion has been approved [
by a domestic converting limited
liability company
] and before a statement of conversion becomes effective, the plan may be
abandoned as provided in the plan. Unless prohibited by the plan, a 
subject entity or
 domestic
converting limited liability company may abandon the plan in the same manner as the plan was
approved.
(3) If a plan of conversion is abandoned after a statement of conversion has been
delivered to the division for filing and before the statement of conversion becomes effective, a
statement of abandonment, signed by the converting entity, must be delivered to the division
for filing before the time the statement of conversion becomes effective. The statement of
abandonment takes effect on filing, and the conversion is abandoned and does not become
effective. The statement of abandonment must contain:
(a) the name of the converting 
subject entity or
 limited liability company;
(b) the date on which the statement of conversion was delivered to the division for
filing; and
(c) a statement that the conversion has been abandoned in accordance with this section.
Section 18. Section 
48-3a-1046
 is amended to read:
48-3a-1046.
Effect of conversion.
(1) When a conversion in which the converted entity is a 
subject entity or
 domestic
limited liability company becomes effective:
(a) the converted entity is:
(i) organized under and subject to this chapter; 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) all debts, obligations, and other liabilities of the converting entity continue as debts,
obligations, and other liabilities of the converted entity;
(d) except as otherwise provided by law or the plan of conversion, all the rights,
privileges, immunities, powers, and purposes 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 any pending action or proceeding;
(f) the provisions of the operating agreement of the converted entity that are to be in a
record, if any, approved as part of the plan of conversion are effective; and
(g) the interests in the converting entity are converted, and the interest holders of the
converting entity are entitled only to the rights provided to them under the plan of conversion
and to any appraisal rights they have under Section 
48-3a-1008
 and the converting entity's
organic law.
(2) Except as otherwise provided in the operating agreement of a domestic converting
limited liability company, the conversion does not give rise to any rights that a member,
manager, or third party would have upon a dissolution, liquidation, or winding up of the
converting entity.
(3) When a conversion becomes effective, 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 only
to the extent provided by the organic law of the entity and only for those debts, obligations, and
other liabilities that arise after the conversion becomes effective.
(4) When a conversion becomes effective, the interest holder liability of a person that
ceases to hold an interest in a domestic limited liability company with respect to which the
person had interest holder liability is as follows:
(a) the conversion does not discharge any interest holder liability to the extent the
interest holder liability arose before the conversion became effective;
(b) the person does not have interest holder liability for any debt, obligation, or other
liability that arises after the conversion becomes effective; and
(c) the person has whatever rights of contribution from any other person as are
provided by law other than this chapter, this chapter, or the operating agreement of the
converting entity with respect to any interest holder liability preserved under Subsection (4)(a)
as if the conversion had not occurred.
(5) When a conversion becomes effective, a foreign entity that is the converted entity
may be served with process in this state for the collection and enforcement of any of its debts,
obligations, and liabilities as provided in Section 
16-17-301
.
(6) If the converting entity is a registered foreign entity, the registration to do business
in this state of the converting entity is canceled when the conversion becomes effective.
(7) A conversion does not require the entity to wind up its affairs and does not
constitute or cause the dissolution of the entity.
Section 19. Section 
48-3a-1202
 is amended to read:
48-3a-1202.
Notice of limitation on liability of a series.
(1) 
(a)
 Notice in a limited liability company's certificate of organization of the
limitation on liabilities of a series as referenced in Subsection 
48-3a-1201
(2)(e) is sufficient for
all purposes of this part whether or not the limited liability company has established a series at
the time the notice is included in the certificate of organization.
(b) For a certificate of organization or an amendment to a certificate of organization
made to include notice of series that is filed on or after May 12, 2015, notice in a company's
Ŝ→ [
articles
] 
certificate
 ←Ŝ
of organization is sufficient for purposes of Subsection (1) only if the
662a 
notice of series
appears immediately following the provision stating the name of the company.
(2) The notice of a limitation on liability of a series as referenced in Subsection
48-3a-1201
(2)(e) is not required to reference a specific series.
(3) The filing by the division of the certificate of organization containing a notice of
the limitation on liabilities of a series constitutes notice of the limitation on liabilities of the
series.
Legislative Review Note
 as of 1-16-15 3:40 PM
Office of Legislative Research and General Counsel