LLC Formation Requirements
Utah LLC Formation Statute
The following LLC formation statutes are from the Utah Revised Uniform Limited Liability Company Act:
48-3a-201. Formation of limited liability company -- Certificate of organization.
(1) One or more persons may act as organizers to form a limited liability company by delivering to the division for filing a certificate of organization.
(2) A certificate of organization must state:
(a) the name of the limited liability company, which must comply with Section 48-3a-108;
(b) the street and mailing address of the limited liability company's principal office;
(c) the information required by Subsection 16-17-203(1);
(d) if the limited liability company is a low-profit limited liability company, a statement that the limited liability company is a low-profit limited liability company;
(e) if the limited liability company is a professional services company, the information required by Section 48-3a-1103; and
(f) if the limited liability company is to have one or more series in which the liabilities of the series are to be limited as contemplated by Subsection 48-3a-1201(2), notice of the limitation on liability in accordance with Section 48-3a-1202.
(3) A certificate of organization may contain statements as to matters other than those required by Subsection (2), but may not vary or otherwise affect the provisions specified in Subsection 48-3a-112(3) in a manner inconsistent with that section. However, a statement in a certificate of organization is not effective as a statement of authority.
(4) A limited liability company is formed when the limited liability company's certificate of organization becomes effective and at least one person becomes a member.
What This Means: Key Takeaways*
Required Information for Utah LLC Formation:
- LLC’s name (Must meet Utah LLC naming requirements)
- LLC principal office’s street and mailing address
- Registered agent’s name, Utah address, and signature of acceptance
Optional Information for Utah LLC Formation:
- LLC organizers can add their own provisions as long as the provisions don’t conflict with LLC statute.
- LLC organizers can make statements about management structure, but they don’t have to. If no statements are made about management structure, the state will assume that the business has at least one member.
Recommended: For help with completing the LLC formation forms, visit our Utah LLC Certificate of Organization guide.
Registered Agent Duties and Appointment
Utah LLC laws define the duties and appointment of the LLC registered agent.
Utah LLC Registered Agent Statute
The following registered agent statutes are from the Utah Revised Uniform Limited Liability Company Act and Model Registered Agents Act:
48-3a-111. Registered agent.
(1) Each limited liability company and each registered foreign limited liability company shall designate in accordance with Subsection 16-17-203(1) and maintain a registered agent in this state.
(2) A limited liability company or registered foreign limited liability company may change its registered agent or the address of its registered agent by filing with the division a statement of change in accordance with Section 16-17-206.
16-17-203. Appointment of registered agent.
(1) A registered agent filing shall state:
(a) the name of the represented entity's commercial registered agent; or
(b) if the entity does not have a commercial registered agent:
(i) the name and address of the entity's noncommercial registered agent; or
(ii) the title of an office or other position with the entity if service of process is to be sent to the person holding that office or position, and the address of the business office of that person.
(2) The appointment of a registered agent pursuant to Subsection (1)(a) or (b)(i) is an affirmation by the represented entity that the agent has consented to serve as such.
(3) The division shall make available in a record as soon as practicable a daily list of filings that contain the name of a registered agent. The list shall:
(a) be available for at least 14 calendar days;
(b) list in alphabetical order the names of the registered agents; and
(c) state the type of filing and name of the represented entity making the filing.
What This Means: Key Takeaways*
A Utah registered agent must:
- Maintain a registered office in Utah (i.e., no P.O. boxes)
- Be an individual, a Utah corporation or LLC, or foreign corporation or LLC with a business address that is the same as the registered office address
Registered agent information is kept on file by the State of Utah. If you change your registered agent or if your registered agent resigns, you must file a registration information change form.
Utah LLC laws provide guidelines for creating and maintaining an LLC operating agreement.
The following operating agreement statutes are from the Utah Revised Uniform Limited Liability Company Act:
48-3a-112. Operating agreement -- Scope, functions, and limitations.
(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.
What This Means: Key Takeaways*
An LLC operating agreement allows LLC members to create rules for how their unique LLC operates. These rules are often called “terms” or “provisions.”
Operating agreements are limited by state statute. For example, if the statute says LLC members can’t dissolve an LLC without all members agreeing, LLC members can’t change or override the statute with an operating agreement.
When an operating agreement is in place, it’s easier to navigate situations involving the operation of the LLC. And, if a lawsuit or dispute arises, LLC members (or the courts) have something to reference.
If a dispute arises that can’t be resolved by LLC members and there isn’t an operating agreement, the courts will use LLC statute to resolve disputes.
Creating an Operating Agreement
Some LLCs, such as professional LLCs or real estate LLCs, might need unique terms, while others might only need to cover standard provisions:
- Each member’s responsibilities
- How new members will be admitted
- How existing members may transfer or terminate their membership
- How profits and dividends will be distributed
- The process for amending the operating agreement
Annual Report Requirements
Utah LLC laws set out the requirements for annual LLC reporting. The State of Utah has created the Utah Business Renewal online portal to simplify the process.
Utah LLC Annual Report Statute
The following annual report statutes are from the Utah Revised Uniform Limited Liability Company Act:
48-3a-212. Annual report for division.
(1) A limited liability company or a registered foreign limited liability company shall deliver to the division for filing an annual report that states:
(a) the name of the limited liability company or registered foreign limited liability company;
(b) the information required by Subsection 16-17-203(1);
(c) the street and mailing addresses of its principal office;
(d) the name of at least one governing person; and
(e) in the case of a foreign limited liability company, its jurisdiction of formation and any alternate name adopted under Subsection 48-3a-906(1).
(2) Information in the annual report must be current as of the date the report is signed by the limited liability company or registered foreign limited liability company.
(3) A report must be delivered to the division for each year following the calendar year in which the limited liability company's certificate of organization became effective or the registered foreign limited liability company registered to do business in this state:
(a) in the case of a limited liability company, the annual report must be delivered to the division during the month in which is the anniversary date on which the limited liability company's certificate of formation became effective; and
(b) in the case of a registered foreign limited liability company, the annual report must be delivered to the division during the month in which is the anniversary date on which the registered foreign limited liability company registered to do business in this state.
(4) If an annual report does not contain the information required by this section, the division promptly shall notify the reporting limited liability company or registered foreign limited liability company in a record and return the report for correction.
(5) If an annual report contains the name or address of a registered agent which differs from the information shown in the records of the division immediately before the annual report becomes effective, the differing information in the annual report is considered a statement of change under Section 16-17-206.
What This Means: Key Takeaways*
You can file your Utah annual report online.
Your Utah LLC annual report must state the following information (and must be current as of the date of filing):
- The name of the LLC
- The registered agent’s name and registered office address
- The name of at least one governing person
Annual Report Due Dates:
- Annual reports are due each year by the end of the month in which the LLC was formed. The first annual report is due the following calendar year after the LLC became effective.
*This information is provided for educational and entertainment purposes only. Please consult a lawyer for legal advice.