§ 48-2c-1403. Effect of conversion.

(1) Upon filing with the division of the articles of conversion and the articles of organization or, if applicable, upon the future effective date or time of the articles of conversion and the articles of organization, the subject entity shall be converted into a domestic company and the company shall thereafter be subject to all of the provisions of this chapter, except that, notwithstanding Section 48-2c-402, the existence of the company shall be considered to have commenced on the date the subject entity commenced its existence in the jurisdiction in which the subject entity was first created, formed, incorporated, or otherwise came into being.

(2) The conversion of any subject entity into a domestic company shall not be considered to affect any obligations or liabilities of the subject entity incurred prior to its conversion to a domestic company or the personal liability of any person incurred prior to the conversion.

(3) When any conversion shall have become effective under this section, for all purposes of the laws of this state, all of the rights, privileges, and powers of the subject entity that has converted, and all property, real, personal, and mixed, and all debts due to the subject entity, as well as all other things and causes of action belonging to the subject entity, shall remain vested in the domestic company to which the subject entity has converted and shall be the property of the domestic company, and the title to any real property vested by deed or otherwise in the subject entity shall not revert or be in any way impaired by reason of this chapter or of the conversion, but all rights of creditors and all liens upon any property of the subject entity shall be preserved unimpaired, and all debts, liabilities, and duties of the subject entity that has converted shall remain attached to the domestic company to which the subject entity has converted and may be enforced against it to the same extent as if the debts, liabilities, and duties had been incurred or contracted by it in its capacity as a domestic company.

(4) A converted subject entity shall, upon conversion to a domestic company pursuant to this part, be considered the same entity as the domestic company and the rights, privileges, powers, and interests in property of the subject entity, as well as the debts, liabilities, and duties of the subject entity, shall not, for any purpose of the laws of this state, be considered, as a consequence of the conversion, to have been transferred to the domestic company to which the subject entity has converted.

(5) In connection with conversion of a subject entity to a domestic company under this part, all interests in, or securities of or rights in the subject entity which is to be converted may be exchanged for or converted into cash, property, interests in, or securities of or rights in the domestic company to which it is converted or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property, interests in, or securities of or rights in another entity.

(6) Unless otherwise agreed, or as required under applicable non-Utah law of another jurisdiction, the converting subject entity shall not be required to wind up its affairs or pay its liabilities or distribute its assets, and the conversion shall not be considered to constitute a dissolution of the other entity but shall constitute a continuation of the existence of the converting other entity in the form of a domestic company.

Enacted by Chapter 260, 2001 General Session