1     
UNINCORPORATED BUSINESS ENTITIES RELATED

2     
AMENDMENTS

3     
2015 GENERAL SESSION

4     
STATE OF UTAH

5     
Chief Sponsor: Lyle W. Hillyard

6     
House Sponsor: R. Curt Webb

7     

8     LONG TITLE
9     General Description:
10          This bill modifies provisions related to unincorporated business entities.
11     Highlighted Provisions:
12          This bill:
13          ▸     addresses permitted names related to a limited liability company;
14          ▸     requires filings to be typewritten or computer generated;
15          ▸     modifies language related to entities converting to a different type of entity;
16          ▸     addresses location of notice of series that is filed with the division; and
17          ▸     makes technical and conforming amendments.
18     Money Appropriated in this Bill:
19          None
20     Other Special Clauses:
21          None
22     Utah Code Sections Affected:
23     AMENDS:
24          48-1d-1041, as enacted by Laws of Utah 2013, Chapter 412
25          48-1d-1042, as enacted by Laws of Utah 2013, Chapter 412
26          48-1d-1043, as enacted by Laws of Utah 2013, Chapter 412
27          48-1d-1044, as enacted by Laws of Utah 2013, Chapter 412

28          48-1d-1046, as enacted by Laws of Utah 2013, Chapter 412
29          48-2e-205, as enacted by Laws of Utah 2013, Chapter 412
30          48-2e-1141, as enacted by Laws of Utah 2013, Chapter 412
31          48-2e-1142, as enacted by Laws of Utah 2013, Chapter 412
32          48-2e-1143, as enacted by Laws of Utah 2013, Chapter 412
33          48-2e-1144, as enacted by Laws of Utah 2013, Chapter 412
34          48-2e-1146, as enacted by Laws of Utah 2013, Chapter 412
35          48-3a-108, as enacted by Laws of Utah 2013, Chapter 412
36          48-3a-205, as enacted by Laws of Utah 2013, Chapter 412
37          48-3a-1041, as enacted by Laws of Utah 2013, Chapter 412
38          48-3a-1042, as enacted by Laws of Utah 2013, Chapter 412
39          48-3a-1043, as enacted by Laws of Utah 2013, Chapter 412
40          48-3a-1044, as enacted by Laws of Utah 2013, Chapter 412
41          48-3a-1046, as enacted by Laws of Utah 2013, Chapter 412
42          48-3a-1202, as enacted by Laws of Utah 2013, Chapter 412
43     

44     Be it enacted by the Legislature of the state of Utah:
45          Section 1. Section 48-1d-1041 is amended to read:
46          48-1d-1041. Conversion authorized.
47          (1) As used in Sections 48-1d-1041 through 48-1d-1046, the term "subject entity"
48     includes a corporation, a business trust or association, a real estate investment trust, a
49     common-law trust, or any other unincorporated business, including a limited liability company,
50     a general partnership, a registered limited liability partnership, or a foreign limited partnership.
51          (2) A subject entity may convert to a domestic partnership by complying with Sections
52     48-1d-1041 through 48-1d-1046.
53          [(1)] (3) By complying with Sections 48-1d-1041 through 48-1d-1046, a domestic
54     partnership may become:
55          (a) a domestic entity that is a different type of entity; or
56          (b) a foreign entity that is a different type of entity, if the conversion is authorized by
57     the law of the foreign jurisdiction.
58          [(2)] (4) By complying with the provisions of Sections 48-1d-1041 through 48-1d-1046

59     applicable to foreign entities, a foreign entity that is not a foreign partnership may become a
60     domestic partnership if the conversion is authorized by the law of the foreign entity's
61     jurisdiction of formation.
62          [(3)] (5) If a protected agreement contains a provision that applies to a merger of a
63     domestic partnership but does not refer to a conversion, the provision applies to a conversion of
64     the entity as if the conversion were a merger until the provision is amended after January 1,
65     2014.
66          Section 2. Section 48-1d-1042 is amended to read:
67          48-1d-1042. Plan of conversion.
68          (1) A subject entity may convert to a domestic partnership or a domestic partnership
69     may convert to a different type of entity under Sections 48-1d-1041 through 48-1d-1046 by
70     approving a plan of conversion. The plan must be in a record and contain:
71          (a) the name of the converting subject entity or partnership;
72          (b) the name, jurisdiction of formation, and type of entity of the converted entity;
73          (c) the manner of converting the interests in the converting subject entity or partnership
74     into interests, securities, obligations, money, other property, rights to acquire interests or
75     securities, or any combination of the foregoing;
76          (d) the proposed public organic record of the converted entity if it will be a filing
77     entity;
78          (e) the full text of the private organic rules of the converted entity that are proposed to
79     be in a record;
80          (f) the other terms and conditions of the conversion; and
81          (g) any other provision required by the law of this state or the partnership agreement of
82     the converting partnership.
83          (2) In addition to the requirements of Subsection (1), a plan of conversion may contain
84     any other provision not prohibited by law.
85          Section 3. Section 48-1d-1043 is amended to read:
86          48-1d-1043. Approval of conversion.
87          (1) A plan of conversion is not effective unless it has been approved:
88          (a) by a domestic converting partnership by all the partners of the partnership entitled
89     to vote on or consent to any matter; and

90          (b) in a record, by each partner of a domestic converting partnership that will have
91     interest holder liability for debts, obligations, and other liabilities that arise after the conversion
92     becomes effective:
93          (i) the partnership agreement provides in a record for the approval of a conversion or a
94     merger in which some or all of its partners become subject to interest holder liability by the
95     vote or consent of fewer than all the interest holders; and
96          (ii) the partner voted for or consented in a record to that provision of the partnership
97     agreement or became a partner after the adoption of that provision.
98          (2) A conversion involving a domestic converting entity that is not a partnership,
99     including a subject entity, is not effective unless it is approved by the domestic converting
100     entity in accordance with its organic law.
101          (3) A conversion of a foreign converting entity is not effective unless it is approved by
102     the foreign entity in accordance with the law of the foreign entity's jurisdiction of formation.
103          Section 4. Section 48-1d-1044 is amended to read:
104          48-1d-1044. Amendment or abandonment of plan of conversion.
105          (1) A plan of conversion of a subject entity or domestic converting partnership may be
106     amended:
107          (a) in the same manner as the plan was approved, if the plan does not provide for the
108     manner in which it may be amended; or
109          (b) by the partners of the entity in the manner provided in the plan, but a partner that
110     was entitled to vote on or consent to approval of the conversion is entitled to vote on or consent
111     to any amendment of the plan that will change:
112          (i) the amount or kind of interests, securities, obligations, money, other property, rights
113     to acquire interests or securities, or any combination of the foregoing, to be received by any of
114     the partners of the converting entity under the plan;
115          (ii) the public organic record or private organic rules of the converted entity that will be
116     in effect immediately after the conversion becomes effective, except for changes that do not
117     require approval of the interest holders of the converted entity under its organic law or organic
118     rules; or
119          (iii) any other terms or conditions of the plan, if the change would adversely affect the
120     partner in any material respect.

121          (2) After a plan of conversion has been approved [by a domestic converting
122     partnership] and before a statement of conversion becomes effective, the plan may be
123     abandoned as provided in the plan. Unless prohibited by the plan, a domestic converting
124     partnership may abandon the plan in the same manner as the plan was approved.
125          (3) If a plan of conversion is abandoned after a statement of conversion has been
126     delivered to the division for filing and before the statement of conversion becomes effective, a
127     statement of abandonment, signed by the converting entity, must be delivered to the division
128     for filing before the time the statement of conversion becomes effective. The statement of
129     abandonment takes effect on filing, and the conversion is abandoned and does not become
130     effective. The statement of abandonment must contain:
131          (a) the name of the converting subject entity or partnership;
132          (b) the date on which the statement of conversion was delivered to the division for
133     filing; and
134          (c) a statement that the conversion has been abandoned in accordance with this section.
135          Section 5. Section 48-1d-1046 is amended to read:
136          48-1d-1046. Effect of conversion.
137          (1) When a conversion in which the converted entity is a subject entity or domestic
138     partnership becomes effective:
139          (a) the converted entity is:
140          (i) organized under and subject to this chapter; and
141          (ii) the same entity without interruption as the converting entity;
142          (b) all property of the converting entity continues to be vested in the converted entity
143     without transfer, reversion, or impairment;
144          (c) all debts, obligations, and other liabilities of the converting entity continue as debts,
145     obligations, and other liabilities of the converted entity;
146          (d) except as otherwise provided by law or the plan of conversion, all the rights,
147     privileges, immunities, powers, and purposes of the converting entity remain in the converted
148     entity;
149          (e) the name of the converted entity may be substituted for the name of the converting
150     entity in any pending action or proceeding;
151          (f) if the converted entity is a limited liability partnership, its statement of qualification

152     is effective simultaneously;
153          (g) the provisions of the partnership agreement of the converted entity that are to be in
154     a record, if any, approved as part of the plan of conversion are effective; and
155          (h) the interests in the converting entity are converted, and the interest holders of the
156     converting entity are entitled only to the rights provided to them under the plan of conversion
157     and to any appraisal rights they have under Section 48-1d-1008 and the converting entity's
158     organic law.
159          (2) Except as otherwise provided in the partnership agreement of a domestic converting
160     partnership, the conversion does not give rise to any rights that a partner or third party would
161     otherwise have upon a dissolution, liquidation, or winding up of the converting entity.
162          (3) When a conversion becomes effective, a person that did not have interest holder
163     liability with respect to the converting entity and becomes subject to interest holder liability
164     with respect to a domestic entity as a result of the conversion has interest holder liability only
165     to the extent provided by the organic law of the entity and only for those debts, obligations, and
166     other liabilities that arise after the conversion becomes effective.
167          (4) When a conversion becomes effective, the interest holder liability of a person that
168     ceases to hold an interest in a domestic partnership with respect to which the person had
169     interest holder liability is as follows:
170          (a) The conversion does not discharge any interest holder liability to the extent the
171     interest holder liability arose before the conversion became effective.
172          (b) The person does not have interest holder liability for any debt, obligation, or other
173     liability that arises after the conversion becomes effective.
174          (c) The person has whatever rights of contribution from any other person as are
175     provided by law other than this chapter, this chapter, or the partnership agreement of the
176     converting entity with respect to any interest holder liability preserved under Subsection (4)(a)
177     as if the conversion had not occurred.
178          (5) When a conversion becomes effective, a foreign entity that is the converted entity
179     may be served with process in this state for the collection and enforcement of any of its debts,
180     obligations, and other liabilities as provided in Section 16-17-301.
181          (6) If the converting entity is a registered foreign entity, its registration to do business
182     in this state is canceled when the conversion becomes effective.

183          (7) A conversion does not require the entity to wind up its affairs and does not
184     constitute or cause the dissolution of the entity.
185          Section 6. Section 48-2e-205 is amended to read:
186          48-2e-205. Filing requirements.
187          (1) To be filed by the division pursuant to this chapter, a record must be received by
188     the division, comply with this chapter, and satisfy the following:
189          (a) The filing of the record must be required or permitted by this chapter.
190          (b) The record must be physically delivered in written form unless and to the extent the
191     division permits electronic delivery of records.
192          (c) The record must be typewritten or computer generated.
193          [(c)] (d) The words in the record must be in English, and numbers must be in Arabic or
194     Roman numerals, but the name of an entity need not be in English if written in English letters
195     or Arabic or Roman numerals.
196          [(d)] (e) The record must be signed by a person authorized under this chapter to sign
197     the record.
198          [(e)] (f) The record must state the name and capacity, if any, of each individual who
199     signed it, either on behalf of the individual or the person authorized or required to sign the
200     record, but need not contain a seal, attestation, acknowledgment, or verification.
201          (2) If law other than this chapter prohibits the disclosure by the division of information
202     contained in a record delivered to the division for filing, the division shall accept the record if
203     the record otherwise complies with this chapter but the division may redact the information.
204          (3) When a record is delivered to the division for filing, any fee required under this
205     chapter and any fee, tax, interest, or penalty required to be paid under this chapter, or law other
206     than this chapter, must be paid in a manner permitted by the division or by that law.
207          (4) The division may require that a record delivered in written form be accompanied by
208     an identical or conformed copy.
209          Section 7. Section 48-2e-1141 is amended to read:
210          48-2e-1141. Conversion authorized.
211          (1) As used in Sections 48-2e-1141 through 48-2e-1146, the term "subject entity"
212     includes a corporation, a business trust or association, a real estate investment trust, a
213     common-law trust, or any other unincorporated business, including a limited liability company,

214     a general partnership, a registered limited liability partnership, or a foreign limited partnership.
215          (2) A subject entity may convert to a domestic limited partnership by complying with
216     Sections 48-2e-1141 through 48-2e-1146.
217          [(1)] (3) By complying with Sections 48-2e-1141 through 48-2e-1146 a domestic
218     limited partnership may become:
219          (a) a domestic entity that is a different type of entity; or
220          (b) a foreign entity that is a different type of entity, if the conversion is authorized by
221     the law of the foreign jurisdiction.
222          [(2)] (4) By complying with the provisions of Sections 48-2e-1141 through 48-2e-1146
223     applicable to foreign entities, a foreign entity that is not a foreign limited partnership may
224     become a domestic limited partnership if the conversion is authorized by the law of the foreign
225     entity's jurisdiction of formation.
226          [(3)] (5) If a protected agreement contains a provision that applies to a merger of a
227     domestic limited partnership but does not refer to a conversion, the provision applies to a
228     conversion of the entity as if the conversion were a merger until the provision is amended after
229     January 1, 2014.
230          Section 8. Section 48-2e-1142 is amended to read:
231          48-2e-1142. Plan of conversion.
232          (1) A subject entity may convert to a domestic limited partnership or a domestic
233     limited partnership may convert to a different type of entity under Sections 48-2e-1141 through
234     48-2e-1146 by approving a plan of conversion. The plan must be in a record and contain:
235          (a) the name of the converting subject entity or limited partnership;
236          (b) the name, jurisdiction of formation, and type of entity of the converted entity;
237          (c) the manner of converting the interests in the converting subject entity or limited
238     partnership into interests, securities, obligations, money, other property, rights to acquire
239     interests or securities, or any combination of the foregoing;
240          (d) the proposed public organic record of the converted entity if it will be a filing
241     entity;
242          (e) the full text of the private organic rules of the converted entity that are proposed to
243     be in a record;
244          (f) the other terms and conditions of the conversion; and

245          (g) any other provision required by the law of this state or the partnership agreement of
246     the converting limited partnership.
247          (2) In addition to the requirements of Subsection (1), a plan of conversion may contain
248     any other provision not prohibited by law.
249          Section 9. Section 48-2e-1143 is amended to read:
250          48-2e-1143. Approval of conversion.
251          (1) A plan of conversion is not effective unless it has been approved:
252          (a) by a domestic converting limited partnership by all of the partners of the limited
253     partnership entitled to vote on or consent to any matter; and
254          (b) in a record, by each partner of a domestic converting limited partnership that will
255     have interest holder liability for debts, obligations, and other liabilities that arise after the
256     conversion becomes effective:
257          (i) the partnership agreement of the limited partnership provides in a record for the
258     approval of a conversion or a merger in which some or all of its partners become subject to
259     interest holder liability by the vote or consent of fewer than all the interest holders; and
260          (ii) the partner voted for or consented in a record to that provision of the partnership
261     agreement or became a partner after the adoption of that provision.
262          (2) A conversion involving a domestic converting entity that is not a limited
263     partnership, including a subject entity, is not effective unless it is approved by the domestic
264     converting entity in accordance with its organic law.
265          (3) A conversion of a foreign converting entity is not effective unless it is approved by
266     the foreign entity in accordance with the law of the foreign entity's jurisdiction of formation.
267          Section 10. Section 48-2e-1144 is amended to read:
268          48-2e-1144. Amendment or abandonment of plan of conversion.
269          (1) A plan of conversion of a subject entity or domestic converting limited partnership
270     may be amended:
271          (a) in the same manner as the plan was approved, if the plan does not provide for the
272     manner in which it may be amended; or
273          (b) by the partners of the limited partnership in the manner provided in the plan, but a
274     partner that was entitled to vote on or consent to approval of the conversion is entitled to vote
275     on or consent to any amendment of the plan that will change:

276          (i) the amount or kind of interests, securities, obligations, money, other property, rights
277     to acquire interests or securities, or any combination of the foregoing, to be received by any of
278     the partners of the converting entity under the plan;
279          (ii) the public organic record or private organic rules of the converted entity that will be
280     in effect immediately after the conversion becomes effective, except for changes that do not
281     require approval of the interest holders of the converted entity under its organic law or organic
282     rules; or
283          (iii) any other terms or conditions of the plan, if the change would adversely affect the
284     partner in any material respect.
285          (2) After a plan of conversion has been approved [by a domestic converting limited
286     partnership] and before a statement of conversion becomes effective, the plan may be
287     abandoned as provided in the plan. Unless prohibited by the plan, a domestic converting
288     limited partnership may abandon the plan in the same manner as the plan was approved.
289          (3) If a plan of conversion is abandoned after a statement of conversion has been
290     delivered to the division for filing and before the statement becomes effective, a statement of
291     abandonment, signed by the converting entity, must be delivered to the division for filing
292     before the time the statement of conversion becomes effective. The statement of abandonment
293     takes effect on filing, and the conversion is abandoned and does not become effective. The
294     statement of abandonment must contain:
295          (a) the name of the converting subject entity or limited partnership;
296          (b) the date on which the statement of conversion was delivered to the division for
297     filing; and
298          (c) a statement that the conversion has been abandoned in accordance with this section.
299          Section 11. Section 48-2e-1146 is amended to read:
300          48-2e-1146. Effect of conversion.
301          (1) When a conversion in which the converted entity is a subject entity or domestic
302     limited partnership becomes effective:
303          (a) the converted entity is:
304          (i) organized under and subject to this chapter; and
305          (ii) the same entity without interruption as the converting entity;
306          (b) all property of the converting entity continues to be vested in the converted entity

307     without transfer, reversion, or impairment;
308          (c) all debts, obligations, and other liabilities of the converting entity continue as debts,
309     obligations, and other liabilities of the converted entity;
310          (d) except as otherwise provided by law or the plan of conversion, all the rights,
311     privileges, immunities, powers, and purposes of the converting entity remain in the converted
312     entity;
313          (e) the name of the converted entity may be substituted for the name of the converting
314     entity in any pending action or proceeding;
315          (f) the provisions of the partnership agreement of the converted entity that are to be in a
316     record, if any, approved as part of the plan of conversion are effective; and
317          (g) the interests in the converting entity are converted, and the interest holders of the
318     converting entity are entitled only to the rights provided to them under the plan of conversion
319     and to any appraisal rights they have under Section 48-2e-1108 and the converting entity's
320     organic law.
321          (2) Except as otherwise provided in the partnership agreement of a domestic converting
322     limited partnership, the conversion does not give rise to any rights that a partner or third party
323     would have upon a dissolution, liquidation, or winding up of the converting entity.
324          (3) When a conversion becomes effective, a person that did not have interest holder
325     liability with respect to the converting entity and becomes subject to interest holder liability
326     with respect to a domestic entity as a result of the conversion has interest holder liability only
327     to the extent provided by the organic law of the entity and only for those debts, obligations, and
328     other liabilities that arise after the conversion becomes effective.
329          (4) When a conversion becomes effective, the interest holder liability of a person that
330     ceases to hold an interest in a domestic limited partnership with respect to which the person
331     had interest holder liability is as follows:
332          (a) The conversion does not discharge any interest holder liability to the extent the
333     interest holder liability arose before the conversion became effective.
334          (b) The person does not have interest holder liability for any debt, obligation, or other
335     liability that arises after the conversion becomes effective.
336          (c) The person has whatever rights of contribution from any other person as are
337     provided by law other than this chapter, this chapter, or the partnership agreement of the

338     converting entity with respect to any interest holder liability preserved under Subsection (4)(a)
339     as if the conversion had not occurred.
340          (5) When a conversion becomes effective, a foreign entity that is the converted entity
341     may be served with process in this state for the collection and enforcement of any of its debts,
342     obligations, and other liabilities as provided in Section 16-17-301.
343          (6) If the converting entity is a registered foreign entity, its registration to do business
344     in this state is canceled when the conversion becomes effective.
345          (7) A conversion does not require the entity to wind up its affairs and does not
346     constitute or cause the dissolution of the entity.
347          Section 12. Section 48-3a-108 is amended to read:
348          48-3a-108. Permitted names.
349          (1) Except as provided in Section 48-3a-1104 or 48-3a-1302, the name of a limited
350     liability company must contain the words "limited liability company" or "limited company" or
351     the abbreviation "L.L.C.", "LLC", "L.C.", or "LC". "Limited" may be abbreviated as "Ltd.",
352     and "company" may be abbreviated as "Co.".
353          [(2) Except as otherwise provided in Subsection (4), the name of a limited liability
354     company, and the name under which a foreign limited liability company may register to do
355     business in this state, must be distinguishable on the records of the division from:]
356          [(a) the name of an existing person whose formation required the filing of a record by
357     the division;]
358          [(b) the name of a limited liability partnership;]
359          [(c) the name of a person registered to do business in this state by the filing of a record
360     by the division;]
361          [(d) each name reserved under Section 48-3a-109 or other law of this state providing
362     for the reservation of a name by the filing of a record by the division;]
363          [(e) each name registered under Section 48-3a-110 or other law of this state providing
364     for the registration of a name by the filing of a record by the division; and]
365          [(f) an assumed name registered under Title 42, Chapter 2, Conducting Business Under
366     Assumed Name.]
367          [(3) If a person consents in a record to the use of its name and submits an undertaking
368     in a form satisfactory to the division to change its name to a name that is distinguishable on the

369     records of the division from any name in any category of names in Subsection (2), the name of
370     the consenting person may be used by the person to which the consent was given.]
371          [(4) Except as otherwise provided in Subsection (5), in determining whether a name is
372     the same as or not distinguishable on the records of the division from the name of another
373     entity, words, phrases, or abbreviations indicating the type of entity, such as "corporation",
374     "corp.", "incorporated", "Inc.", "professional corporation", "PC", "P.C.", "professional
375     association", "PA", "P.A.", "Limited", "Ltd.", "limited partnership", "LP", "L.P.", "limited
376     liability partnership", "LLP", "L.L.P.", "registered limited liability partnership", "RLLP",
377     "R.L.L.P.", "limited liability limited partnership", "LLLP", "L.L.L.P.", "registered limited
378     liability limited partnership", "RLLLP", "R.L.L.L.P.", "limited liability company", "LLC",
379     "L.L.C.", "professional limited liability company", "PLLC", or "P.L.L.C.", may not be taken
380     into account.]
381          [(5) A person may consent in a record to the use of a name that is not distinguishable
382     on the records of the division from its name except for the addition of a word, phrase, or
383     abbreviation indicating the type of person as provided in Subsection (4). In such a case, the
384     person need not change its name pursuant to Subsection (2).]
385          (2) Except as authorized by Subsection (3), the name of a company must be
386     distinguishable as defined in Subsection (4) upon the records of the division from:
387          (a) the actual name, reserved name, or fictitious or assumed name of any entity
388     registered with the division; or
389          (b) any tradename, trademark, or service mark registered with the division.
390          (3) (a) A company may apply to the division for approval to file its articles of
391     organization under or to reserve a name that is not distinguishable upon the division's records
392     from one or more of the names described in Subsection (2).
393          (b) The division shall approve the name for which the company applies under
394     Subsection (3)(a) if:
395          (i) the other person whose name is not distinguishable from the name under which the
396     applicant desires to file:
397          (A) consents to the filing in writing; and
398          (B) submits an undertaking in a form satisfactory to the division to change its name to
399     a name that is distinguishable from the name of the applicant; or

400          (ii) the applicant delivers to the division a certified copy of the final judgment of a
401     court of competent jurisdiction establishing the applicant's right to use the name in this state.
402          (4) A name is distinguishable from other names, trademarks, and service marks
403     registered with the division if it contains one or more different words, letters, or numerals from
404     other names upon the division's records.
405          (5) The following differences are not distinguishing:
406          (a) the term:
407          (i) "corp.";
408          (ii) "corporation";
409          (iii) "Inc.";
410          (iv) "incorporated";
411          (v) "professional corporation";
412          (vi) "P.C." or "PC";
413          (vii) "professional association";
414          (viii) "P.A." or "PA";
415          (ix) "professional limited liability company";
416          (x) "P.L.L.C." or "PLLC";
417          (xi) "company";
418          (xii) "limited partnership";
419          (xiii) "limited";
420          (xiv) "L.P." or "LP";
421          (xv) "Ltd.";
422          (xvi) "limited liability company";
423          (xvii) "limited company";
424          (xviii) "L.C." or "LC";
425          (xix) "L.L.C." or "LLC";
426          (xx) "registered limited liability partnership";
427          (xxi) "R.L.L.P." or "RLLP";
428          (xxii) "limited liability partnership;
429          (xxiii) "L.L.P." or "LLP";
430          (xxiv) "limited liability limited partnership";

431          (xxv) "L.L.L.P." or "LLLP";
432          (xxvi) "registered limited liability limited partnership"; or
433          (xxvii) "R.L.L.L.P." or "RLLLP";
434          (b) an abbreviation of a word listed in Subsection (5)(a);
435          (c) the presence or absence of the words or symbols of the words "the," "and," "a," or
436     "plus";
437          (d) differences in punctuation and special characters;
438          (e) differences in capitalization; or
439          (f) for a company that is formed in this state on or after May 4, 1998, or registered as a
440     foreign company in this state on or after May 4, 1998, differences in singular and plural forms
441     of words.
442          (6) The division may not approve for filing a name that implies that a limited liability
443     company is an agency of this state or any of its political subdivisions, if it is not actually such a
444     legally established agency or subdivision.
445          (7) The authorization to file a certificate under or to reserve or register a limited
446     liability company name as granted by the division does not:
447          (a) abrogate or limit the law governing unfair competition or unfair trade practices;
448          (b) derogate from the common law, the principles of equity, or the statutes of this state
449     or of the United States with respect to the right to acquire and protect names and trademarks; or
450          (c) create an exclusive right in geographic or generic terms contained within a name.
451          (8) The name of a limited liability company or foreign limited liability company may
452     not contain:
453          (a) the [words] term:
454          (i) "association";
455          (ii) "corporation";
456          (iii) "incorporated";
457          (iv) "partnership"; [or]
458          (v) "limited partnership"; or
459          (vi) "L.P.";
460          (b) any word or abbreviation that is of like import to the words listed in Subsection
461     (8)(a);

462          (c) without the written consent of the United States Olympic Committee, the words:
463          (i) "Olympic";
464          (ii) "Olympiad"; or
465          (iii) "Citius Altius Fortius"; and
466          (d) without the written consent of the Division of Consumer Protection issued in
467     accordance with Section 13-34-114 the words:
468          (i) "university";
469          (ii) "college"; or
470          (iii) "institute" or "institution".
471          (9) (a) A person, other than a company formed under this chapter or a foreign company
472     authorized to transact business in this state, may not use in its name in this state the term:
473          (i) "limited liability company";
474          (ii) "limited company";
475          (iii) "L.L.C.";
476          (iv) "L.C.";
477          (v) "LLC"; or
478          (vi) "LC".
479          (b) Notwithstanding Subsection (2)(a):
480          (i) a foreign corporation whose actual name includes the term "limited" or "Ltd." may
481     use its actual name in this state if it also uses:
482          (A) "corporation" or "corp."; or
483          (B) "incorporated" or "Inc."; and
484          (ii) a limited liability partnership may use in its name the term:
485          (A) "limited liability partnership";
486          (B) "L.L.P."; or
487          (C) "LLP".
488          Section 13. Section 48-3a-205 is amended to read:
489          48-3a-205. Filing requirements.
490          (1) To be filed by the division pursuant to this chapter, a record must be received by
491     the division, comply with this chapter, and satisfy the following:
492          (a) The filing of the record must be required or permitted by this chapter.

493          (b) The record must be physically delivered in written form unless and to the extent the
494     division permits electronic delivery of records.
495          (c) The record must be typewritten or computer generated.
496          [(c)] (d) The words in the record must be in English, and numbers must be in Arabic or
497     Roman numerals, but the name of an entity need not be in English if written in English letters
498     or Arabic or Roman numerals.
499          [(d)] (e) The record must be signed by a person authorized or required under this
500     chapter to sign the record.
501          [(e)] (f) The record must state the name and capacity, if any, of each individual who
502     signed it, either on behalf of the individual or the person authorized or required to sign the
503     record, but need not contain a seal, attestation, acknowledgment, or verification.
504          (2) If law other than this chapter prohibits the disclosure by the division of information
505     contained in a record delivered to the division for filing, the division shall accept the record if
506     the record otherwise complies with this chapter, but the division may redact the information.
507          (3) When a record is delivered to the division for filing, any fee required under this
508     chapter and any fee, tax, interest, or penalty required to be paid under this chapter or law other
509     than this chapter must be paid in a manner permitted by the division or by that law.
510          (4) The division may require that a record delivered in written form be accompanied by
511     an identical or conformed copy.
512          Section 14. Section 48-3a-1041 is amended to read:
513          48-3a-1041. Conversion authorized.
514          (1) As used in Sections 48-3a-1041 through 48-3a-1046, the term "subject entity"
515     includes a corporation, a business trust or association, a real estate investment trust, a
516     common-law trust, or any other unincorporated business, including a general partnership, a
517     registered limited liability partnership, a limited partnership, a nonprofit corporation, or a
518     foreign company.
519          (2) A subject entity may convert to a domestic company by complying with Sections
520     48-3a-1041 through 48-3a-1046.
521          [(1)] (3) By complying with Sections 48-3a-1041 through 48-3a-1046, a domestic
522     limited liability company may become:
523          (a) a domestic entity that is a different type of entity; or

524          (b) a foreign entity that is a different type of entity, if the conversion is authorized by
525     the law of the foreign jurisdiction.
526          [(2)] (4) By complying with the provisions of Sections 48-3a-1041 through 48-3a-1046
527     applicable to foreign entities, a foreign entity that is not a foreign limited liability company may
528     become a domestic limited liability company if the conversion is authorized by the law of the
529     foreign entity's jurisdiction of formation.
530          [(3)] (5) If a protected agreement contains a provision that applies to a merger of a
531     domestic limited liability company but does not refer to a conversion, the provision applies to a
532     conversion of the entity as if the conversion were a merger until the provision is amended after
533     January 1, 2014.
534          Section 15. Section 48-3a-1042 is amended to read:
535          48-3a-1042. Plan of conversion.
536          (1) A subject entity may convert to a domestic limited liability company or a domestic
537     limited liability company may convert to a different type of entity under Sections 48-3a-1041
538     through 48-3a-1046 by approving a plan of conversion. The plan must be in a record and
539     contain:
540          (a) the name of the converting subject entity or limited liability company;
541          (b) the name, jurisdiction of formation, and type of entity of the converted entity;
542          (c) the manner of converting the interests in the converting subject entity or limited
543     liability company into interests, securities, obligations, money, other property, rights to acquire
544     interests or securities, or any combination of the foregoing;
545          (d) the proposed public organic record of the converted entity if it will be a filing
546     entity;
547          (e) the full text of the private organic rules of the converted entity that are proposed to
548     be in a record;
549          (f) the other terms and conditions of the conversion; and
550          (g) any other provision required by the law of this state or the operating agreement of
551     the converting limited liability company.
552          (2) In addition to the requirements of Subsection (1), a plan of conversion may contain
553     any other provision not prohibited by law.
554          Section 16. Section 48-3a-1043 is amended to read:

555          48-3a-1043. Approval of conversion.
556          (1) A plan of conversion is not effective unless it has been approved:
557          (a) by a domestic converting limited liability company by all the members of the
558     limited liability company entitled to vote on or consent to any matter; and
559          (b) in a record, by each member of a domestic converting limited liability company that
560     will have interest holder liability for debts, obligations, and other liabilities that arise after the
561     conversion becomes effective:
562          (i) the operating agreement of the limited liability company provides in a record for the
563     approval of a conversion or a merger in which some or all of its interest holders become subject
564     to interest holder liability by the vote or consent of fewer than all the interest holders; and
565          (ii) the member voted for or consented in a record to that provision of the operating
566     agreement or became a member after the adoption of that provision.
567          (2) A conversion involving a domestic converting entity that is not a limited liability
568     company, including a subject entity, is not effective unless it is approved by the domestic
569     converting entity in accordance with its organic law.
570          (3) A conversion of a foreign converting entity is not effective unless it is approved by
571     the foreign entity in accordance with the law of the foreign entity's jurisdiction of formation.
572          Section 17. Section 48-3a-1044 is amended to read:
573          48-3a-1044. Amendment or abandonment of plan of conversion.
574          (1) A plan of conversion of a subject entity or domestic converting limited liability
575     company may be amended:
576          (a) in the same manner as the plan was approved, if the plan does not provide for the
577     manner in which it may be amended; or
578          (b) by the managers or members of the entity in the manner provided in the plan, but a
579     member that was entitled to vote on or consent to approval of the conversion is entitled to vote
580     on or consent to any amendment of the plan that will change:
581          (i) the amount or kind of interests, securities, obligations, money, other property, rights
582     to acquire interests or securities, or any combination of the foregoing, to be received by any of
583     the interest holders of the converting entity under the plan;
584          (ii) the public organic record or private organic rules of the converted entity that will be
585     in effect immediately after the conversion becomes effective, except for changes that do not

586     require approval of the interest holders of the converted entity under its organic law or organic
587     rules; or
588          (iii) any other terms or conditions of the plan, if the change would adversely affect the
589     interest holder in any material respect.
590          (2) After a plan of conversion has been approved [by a domestic converting limited
591     liability company] and before a statement of conversion becomes effective, the plan may be
592     abandoned as provided in the plan. Unless prohibited by the plan, a subject entity or domestic
593     converting limited liability company may abandon the plan in the same manner as the plan was
594     approved.
595          (3) If a plan of conversion is abandoned after a statement of conversion has been
596     delivered to the division for filing and before the statement of conversion becomes effective, a
597     statement of abandonment, signed by the converting entity, must be delivered to the division
598     for filing before the time the statement of conversion becomes effective. The statement of
599     abandonment takes effect on filing, and the conversion is abandoned and does not become
600     effective. The statement of abandonment must contain:
601          (a) the name of the converting subject entity or limited liability company;
602          (b) the date on which the statement of conversion was delivered to the division for
603     filing; and
604          (c) a statement that the conversion has been abandoned in accordance with this section.
605          Section 18. Section 48-3a-1046 is amended to read:
606          48-3a-1046. Effect of conversion.
607          (1) When a conversion in which the converted entity is a subject entity or domestic
608     limited liability company becomes effective:
609          (a) the converted entity is:
610          (i) organized under and subject to this chapter; and
611          (ii) the same entity without interruption as the converting entity;
612          (b) all property of the converting entity continues to be vested in the converted entity
613     without transfer, reversion, or impairment;
614          (c) all debts, obligations, and other liabilities of the converting entity continue as debts,
615     obligations, and other liabilities of the converted entity;
616          (d) except as otherwise provided by law or the plan of conversion, all the rights,

617     privileges, immunities, powers, and purposes of the converting entity remain in the converted
618     entity;
619          (e) the name of the converted entity may be substituted for the name of the converting
620     entity in any pending action or proceeding;
621          (f) the provisions of the operating agreement of the converted entity that are to be in a
622     record, if any, approved as part of the plan of conversion are effective; and
623          (g) the interests in the converting entity are converted, and the interest holders of the
624     converting entity are entitled only to the rights provided to them under the plan of conversion
625     and to any appraisal rights they have under Section 48-3a-1008 and the converting entity's
626     organic law.
627          (2) Except as otherwise provided in the operating agreement of a domestic converting
628     limited liability company, the conversion does not give rise to any rights that a member,
629     manager, or third party would have upon a dissolution, liquidation, or winding up of the
630     converting entity.
631          (3) When a conversion becomes effective, a person that did not have interest holder
632     liability with respect to the converting entity and becomes subject to interest holder liability
633     with respect to a domestic entity as a result of the conversion has interest holder liability only
634     to the extent provided by the organic law of the entity and only for those debts, obligations, and
635     other liabilities that arise after the conversion becomes effective.
636          (4) When a conversion becomes effective, the interest holder liability of a person that
637     ceases to hold an interest in a domestic limited liability company with respect to which the
638     person had interest holder liability is as follows:
639          (a) the conversion does not discharge any interest holder liability to the extent the
640     interest holder liability arose before the conversion became effective;
641          (b) the person does not have interest holder liability for any debt, obligation, or other
642     liability that arises after the conversion becomes effective; and
643          (c) the person has whatever rights of contribution from any other person as are
644     provided by law other than this chapter, this chapter, or the operating agreement of the
645     converting entity with respect to any interest holder liability preserved under Subsection (4)(a)
646     as if the conversion had not occurred.
647          (5) When a conversion becomes effective, a foreign entity that is the converted entity

648     may be served with process in this state for the collection and enforcement of any of its debts,
649     obligations, and liabilities as provided in Section 16-17-301.
650          (6) If the converting entity is a registered foreign entity, the registration to do business
651     in this state of the converting entity is canceled when the conversion becomes effective.
652          (7) A conversion does not require the entity to wind up its affairs and does not
653     constitute or cause the dissolution of the entity.
654          Section 19. Section 48-3a-1202 is amended to read:
655          48-3a-1202. Notice of limitation on liability of a series.
656          (1) (a) Notice in a limited liability company's certificate of organization of the
657     limitation on liabilities of a series as referenced in Subsection 48-3a-1201(2)(e) is sufficient for
658     all purposes of this part whether or not the limited liability company has established a series at
659     the time the notice is included in the certificate of organization.
660          (b) For a certificate of organization or an amendment to a certificate of organization
661     made to include notice of series that is filed on or after May 12, 2015, notice in a company's
662     articles of organization is sufficient for purposes of Subsection (1) only if the notice of series
663     appears immediately following the provision stating the name of the company.
664          (2) The notice of a limitation on liability of a series as referenced in Subsection
665     48-3a-1201(2)(e) is not required to reference a specific series.
666          (3) The filing by the division of the certificate of organization containing a notice of
667     the limitation on liabilities of a series constitutes notice of the limitation on liabilities of the
668     series.






Legislative Review Note
     as of 1-16-15 3:40 PM


Office of Legislative Research and General Counsel