A Utah LLC operating agreement outlines a company’s structure, member relations, business processes, and limitations. Members can meet with one another to specify terms and agree on which ones to include. They can keep a record of this operating agreement within the business instead of submitting it to a government body.
Is an LLC Operating Agreement Required in Utah?
No, an LLC operating agreement is not required in Utah. However, it allows clarity and clearly states expectations and governing laws that apply to different business situations.
By Type
Single-Member LLC Operating Agreement
Creates guiding principles for an individual business owner's LLC.
Multi-Member LLC Operating Agreement
Explains the foundational principles for an LLC with more than one owner.
Laws
The Utah Revised Uniform Limited Liability Company Act (Title 48, Chapter 3A) provides laws on the operation of LLCs. Company owners can reference these laws when forming and maintaining their entities.
This chapter also contains three statutes specific to LLC operating agreements:
- § 48-3a-112 (Operating agreement — Scope, function, and limitations)
- § 48-3a-113 (Operating agreement — Effect on limited liability company and person becoming a member — Preformation agreement)
- § 48-3a-114 (Operating agreement — Effect on third parties and relationship to records effective on behalf of limited liability company)
Costs and Fees
Here are some costs and fees that come with forming an LLC in Utah:
- Domestic and foreign filing fee: $54
- Name reservation fee: $22
- Annual report fee: $18
How to Form an LLC in Utah
Here’s a list of steps on how to form an LLC in Utah:
Step 1 – Name Your LLC
It would be best if you created a name for the LLC. Usually, the name is short and straightforward and may reflect the members of the LLC or relate to the line of business they perform. It can generally be anything appropriate of your choosing.
It must contain “Limited Liability Company” or “Limited Company.” If you prefer, you can also incorporate the abbreviations “LLC,” “L.L.C.,” “LC,” or “L.C.”
Step 2 – Find a Registered Agent
Your LLC needs a registered agent. This individual will receive all service of process and other legal correspondence intended for your business.
Your registered agent must have a physical address in Utah, and they can either be an individual or a business legally allowed to conduct business in the state.
You can choose someone within your business to be your registered agent, but they may not want that responsibility. If you’re having trouble finding a person or company to be your registered agent, you can hire someone through a registered agent service.
Step 3 – File Your Certificate of Organization
Utah requires all aspiring LLC owners to file a certificate of organization (which other states call articles of organization). You can file it online, fill out the paper form, and mail it to the Department of Commerce.
Before you start filling out your certificate of organization, ensure you have the following information available:
- Managers’ or members’ names and addresses
- The name of your LLC
- Your LLC’s main address
- Your registered agent and their address
Step 4 – Draft an Operating Agreement
Once you have completed the paperwork to file your LLC, you should create an operating agreement.
This document is helpful for any LLC but especially beneficial for an LLC with multiple members. This agreement helps govern the LLC and outlines the relevant regulations and legislation.
Some information that an LLC operating agreement can specify includes:
- The relations between the LLC members and the relationship between other members
- The duties, rights, and power limitations for each person in a given circumstance
- Voting procedures
- Dissolution procedures
- Methods for transferring membership interest
Step 5 – Apply for an EIN
Another step in creating an LLC is getting your Employer Identification Number (EIN). An EIN is a unique number identifying your LLC, and the IRS can assign you one online for convenience.
You’ll need your EIN to pay taxes, open a business bank account, and pay any employees you have.
Step 6 – File Your Annual Reports
Ensure you file your annual reports by your LLC’s anniversary date. You can complete this report online or fill out a paper form. Remember your LLC’s deadline; otherwise, you may have to pay a $10 late fee.
Sample
