Utah LLC Operating Agreement Template [PDF]

The Utah limited liability company (LLC) operating agreement is a legal document that provides details on each member’s contribution, rights, and responsibilities towards the LLC.

The LLC operating agreement, or business operating agreement, is a document that enables the LLC members to regulate their relationship in more detail and prevent potential misunderstandings and disputes.

Moreover, the document is also used for outlining how the company will be operated, which further optimizes its business operations.

Is an Operating Agreement Required in Utah?

No, the operating agreement is not a required document when registering a company in Utah. Regardless of that, parties still choose to create this document, as it outlines all the business operations of the company.

4 Main Types of Operating Agreements

This section presents the four most commonly used operating agreement types in Utah:

Types of Operating Agreements

Single-member LLC operating agreement: Used for defining the organization of an LLC with only one member.
Multi-member LLC operating agreement: Outlines the relationship within the company with two or more members.
Member-managed LLC operating agreement: Used when members decide to personally manage the company on a day-to-day basis.
Manager-managed LLC operating agreement: Outlines the managerial rights and duties of a professional manager hired by the members to operate the company on a day-to-day basis.

Laws and Legal Requirements for LLC Operating Agreements in Utah

Title 48, Chapter 3A of the Utah Code, called the Utah Revised Uniform Limited Liability Company Act, regulates the status of LLCs in Utah.

Moreover, there are a few sections of this chapter that regulate the status of the operating agreement:

Laws and Legal Requirements

§ 48-3a-112 - Regulates the scope, function, and limitations of the operating agreement.
§ 48-3a-113 - Effect on limited liability company and person becoming a member.
§ 48-3a-114 - Effect on third parties and relationship to records effective on behalf of limited liability company.

How to Form a Limited Liability Company (LLC) in Utah

To form a limited liability company in Utah, you should follow the steps outlined below.

How to Form a LLC in Utah

#1. Choose a Business Name For Your LLC

Before filing an application for company registration in Utah, you should choose a distinguishable business name for your company.

This is a name that is not similar to any other business name registered in Utah. To make sure your name is distinguishable, you should conduct a business name search.

#2. Choose the Type of LLC

Here, you can choose between two main types of LLCs based on the place of their establishment:

Domestic LLC: Used for companies that are both established and registered in Utah.
Foreign LLC: Used for companies that are initially established outside Utah but are getting registered in Utah.

#3. Nominate an Agent

Here, you should nominate a person who is going to represent your LLC before governmental bodies and receive relevant notifications and documents. You can appoint a member of the LLC to be an agent or hire a lawyer or an agency that provides such a service.

The agent should be an individual with a registered address in Utah or an entity with the authority to operate in Utah.

#4. File the Registration Documents

The documents are different depending on the type of LLC you are establishing:

If you are establishing a domestic LLC, you should file the Certificate of Organization. This document can be filed online or by filling out and sending a hard copy of the document.
If you are establishing a foreign LLC, you should file the Foreign Registration Statement. This document can be filed online or by filling out and sending a hard copy of the document.

Before applying online, you should create an account at the state’s filing portal.

#5. Pay the Required Fee

The filing fee is $70.

You can pay online or by filling out the check and sending it to the following address:

Utah Division of Corporations & Commercial Code, P.O. Box 146705, Salt Lake City, Utah 84114-6705

#6. Create your LLC Operating Agreement

Here, you should draft the operating agreement. This document doesn’t have to be registered with any state agency. However, all the company members should sign the document and keep one copy for their reference.

#7. Apply For an Employer Identification Number (EIN)

This number will enable you to open a company bank account and hire employees.

You can obtain it in two ways:

By applying at the IRS website
By filling out Form SS-4