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The Utah LLC operating agreement is a legal document that outlines the rights and responsibilities of each director in an LLC. This includes identifying voting rights, assigning obligations, recording financial stakes, and performing other ownership responsibilities in a multi-member LLC.

From UT Code § 48-3a-102 (2019):

(16) “Operating agreement” means the agreement, whether or not referred to as an operating agreement and whether oral, implied, in a record, or in any combination thereof, of all the members of a limited liability company, including a sole member, concerning the matters described in Subsection 48-3a-112(1). The term includes the agreement as amended or restated.

Utah Operating Agreement Law

Per Sec. 48-3a-112 of the Utah Revised Code:

(1) Except as otherwise provided in Subsections (3) and (4), the operating agreement governs:
(a) relations among the members as members and between the members and the limited liability company;
(b) the rights and duties under this chapter of a person in the capacity of manager;
(c) the activities and affairs of the limited liability company and the conduct of those activities and affairs; and
(d) the means and conditions for amending the operating agreement.
(2) To the extent the operating agreement does not provide for a matter described in Subsection (1), this chapter governs the matter.
(3) An operating agreement may not:
(a) vary a limited liability company’s capacity under Section 48-3a-105 to sue and be sued in its own name;
(b) vary the law applicable under Section 48-3a-106;
(c) vary any requirement, procedure, or other provision of this chapter pertaining to:
(i) registered agents; or
(ii) the division, including provisions pertaining to records authorized or required to be delivered to the division for filing under this chapter;
(d) vary the provisions of Section 48-3a-204;
(e) eliminate the duty of loyalty or the duty of care, except as otherwise provided in Subsection (4);
(f) eliminate the contractual obligation of good faith and fair dealing under Subsection 48-3a-409(4), but the operating agreement may prescribe the standards, if not unconscionable or against public policy, by which the performance of the obligation is to be measured;
(g) relieve or exonerate a person from liability for conduct involving bad faith, willful misconduct, or recklessness;
(h) unreasonably restrict the duties and rights under Section 48-3a-410, but the operating agreement may impose reasonable restrictions on the availability and use of information obtained under that section and may define appropriate remedies, including liquidated damages, for a breach of any reasonable restriction on use;
(i) vary the causes of dissolution specified in Subsections 48-3a-701(4)(a) and (5);
(j) vary the requirement to wind up the limited liability company’s activities and affairs as specified in Subsections 48-3a-703(1), (2)(a), and (5);
(k) unreasonably restrict the right of a member to maintain an action under Part 8, Action by Members;
(l) vary the provisions of Section 48-3a-805, but the operating agreement may provide that the limited liability company may not have a special litigation committee;
(m) vary the right of a member to approve a merger, interest exchange, conversion, or domestication under Subsections 48-3a-1023(1)(b), 48-3a-1033(1)(b), 48-3a-1043(1)(b), or 48-3a-1053(1)(b); or
(n) except as otherwise provided in Section 48-3a-113 and Subsection 48-3a-114(2), restrict the rights under this chapter of a person other than a member or manager.
(4) Subject to Subsection (3)(g), without limiting other terms that may be included in an operating agreement, the following rules apply:
(a) The operating agreement may specify the method by which a specific act or transaction that would otherwise violate the duty of loyalty may be authorized or ratified by one or more disinterested and independent persons after full disclosure of all material facts.
(b) To the extent the operating agreement of a member-managed limited liability company expressly relieves a member of a responsibility that the member would otherwise have under this chapter and imposes the responsibility on one or more other members, the operating agreement may, to the benefit of the member that the operating agreement relieves of the responsibility, also eliminate or limit any fiduciary duty that would have pertained to the responsibility.
(c) If not unconscionable or against public policy, the operating agreement may:
(i) alter or eliminate the aspects of the duty of loyalty stated in Subsections 48-3a-409(2) and (9);
(ii) identify specific types or categories of activities that do not violate the duty of loyalty;
(iii) alter the duty of care, but may not authorize intentional misconduct or knowing violation of law; and
(iv) alter or eliminate any other fiduciary duty.
(5) The court shall decide as a matter of law whether a term of an operating agreement is unconscionable or against public policy under Subsection (3)(f) or (4)(c). The court:
(a) shall make its determination as of the time the challenged term became part of the operating agreement and by considering only circumstances existing at that time; and
(b) may invalidate the term only if, in light of the purposes, activities, and affairs of the limited liability company, it is readily apparent that:
(i) the objective of the term is unconscionable or against public policy; or
(ii) the means to achieve the term’s objective is unconscionable or against public policy.

Forming an LLC in Utah

  1. Conduct a name search
  2. Choose a registered agent
  3. File formation articles
  4. Draft an operating agreement

To qualify as an LLC, all Utah formations require a unique name from all other businesses in the state.

Every LLC must include one of:

  • LLC
  • L.L.C.
  • LC
  • L.C.
  • Limited Liability Company
  • Std. Liability Co.

The name may include restricted words that relate to a professional institution (university, attorney, bank), as long as a licensed practitioner is part of the LLC.

The name cannot include government agencies such as Treasury, CIA, or FBI and cannot include “corp”, “inc”, or any variation.

To conduct the name search, use the Utah Business Entity Search website.

Step 2: Choose Your Registered Agent

Every Utah LLC must appoint a registered agent for the company, which can be a Utah resident or a professional agent service. The registered agent is responsible for accepting legal documentation on behalf of the company.

The individual agent must:

  • Be 18 years or older
  • Be a resident of the state
  • Have a physical (not a P.O. Box) address in Utah

When using a registered agent service, the agent must be authorized to do business in Utah.

Step 3: File Your Formation Articles

In order to legally establish an Utah LLC, you must file articles of formation. They can be filed through the mail or online, but online submissions can be processed more quickly.

Domestic LLC formations (in-state) must complete a Certificate of Organization to be recognized as an LLC.

Online Filing (Domestic):

  • $70 filing fee
  • Turnaround time: 1-2 business days
  • Create an account and submit online

Mailed Filing (Domestic):

  • $70 filing fee, plus optional $75 expedited service fee
  • Turnaround time: 7-10 business days upon receipt, unless expedited (2-3 business days upon receipt)
  • Fill out the form online or after printing and mail to:

Utah Division of Corporations & Commercial Code
P.O. Box 146705
Salt Lake City, UT 84114

In-Person Filing (Domestic):

  • $70 filing fee, plus optional $75 expedited service fee
  • Turnaround time: 7-10 business days, unless expedited (2-3 business days)
  • Fill out the form online or after printing and deliver to:

Utah Division of Corporations & Commercial Code
P.O. Box 146705
Salt Lake City, UT 84114

Fax Filing (Domestic):

  • $70 filing fee, plus optional $75 expedited service fee
  • Turnaround time: 7-10 business days upon receipt, unless expedited (2-3 business days upon receipt)
  • Fill out the form online or after printing and fax to:

(801) 530-6438

Foreign LLCs expanding to Utah must file a Foreign Registration Statement.

Online Filing (Foreign):

  • $70 filing fee
  • Turnaround time: 1-2 business days
  • Create an account and submit online

Mailed Filing (Foreign):

  • $70 filing fee, plus optional $75 expedited service fee
  • Turnaround time: 7-10 business days upon receipt, unless expedited (2-3 business days upon receipt)
  • Fill out the form online or after printing and mail to:

Utah Division of Corporations & Commercial Code
P.O. Box 146705
Salt Lake City, UT 84114

In-Person Filing (Foreign):

  • $70 filing fee, plus optional $75 expedited service fee
  • Turnaround time: 7-10 business days, unless expedited (2-3 business days)
  • Fill out the form online or after printing and deliver to:

Utah Division of Corporations & Commercial Code
P.O. Box 146705
Salt Lake City, UT 84114

Fax Filing (Foreign):

  • $70 filing fee, plus optional $75 expedited service fee
  • Turnaround time: 7-10 business days upon receipt, unless expedited (2-3 business days upon receipt)
  • Fill out the form online or after printing and fax to:

(801) 530-6438

Step 4: Draft a Utah Operating Agreement

A Utah operating agreement is a legal document that is not required by the state, but plays an essential role in the success of many multi-member LLCs, and some single-member LLCs. It is recommended that all Utah LLCs draft an operating agreement to:

  • Outline responsibilities of each party
  • Note financial contributions
  • Provide profit and loss measurement
  • Distribute voting rights
  • Settle disputes between directors or members legally
  • and more

It is recommended that all directors each keep a signed copy, and that a copy is held with the other business records until needed. The agreement does not need to be filed with the state.