Key Takeaways

  • The Utah Articles of Organization, now referred to as the Certificate of Organization, is the legal document filed with the Utah Division of Corporations and Commercial Code (DCCC) to form an LLC.
  • You can file the document online, by mail, or in person, and the filing fee is $54.
  • The Certificate must include the LLC name, registered agent information, principal office address, and organizer details.
  • Utah allows both member-managed and manager-managed LLCs, and requires you to specify this in the filing.
  • An Operating Agreement is not required by the state but is highly recommended to outline ownership and management responsibilities.
  • Every Utah LLC must file an annual renewal and maintain a registered agent within the state.
  • The 2014 Utah Revised Uniform Limited Liability Company Act modernized LLC rules, offering stronger liability protection and allowing oral operating agreements.

Articles of Organization for your LLC are required in Utah. An LLC is organized by filing a Certificate of Organization.

Limited Liability Companies Overview

Limited Liability Companies (LLCs) were first created in Wyoming in 1987. They have become the preferred entity when it comes to business operations, investing, and holding assets. LLCs were first created as a way to merge corporation liability protection with partnership tax flexibility. Now, LLCs are used for many more reasons.

In terms of liability, an LLC can compartmentalize risks associated with various business activities or ventures. It can also limit creditor rights where LLC owners are concerned.

LLCs also offer managerial benefits. They can operate on a majority-rules basis like a corporation, or they may be manager-managed, similar to a limited or general partnership. As for taxes, single-member LLCs don't have to be considered separate entities. They may be taxed as partnerships or even as corporations depending on the number of members.

Thanks to an array of options, LLCs can achieve a variety of business goals and objectives, giving the business owner plenty of potential for growth.

Filing the Utah Articles of Organization

To officially form your Utah LLC, you must file a Certificate of Organization (formerly called the Articles of Organization) with the Utah Division of Corporations and Commercial Code (DCCC). This document serves as proof of your company’s existence and outlines key details about your business.

You can file your Utah Articles of Organization in three ways:

  • Online via the Utah OneStop Business Registration System, which typically processes filings within one business day.
  • By mail by sending a completed Certificate of Organization form to the Utah DCCC, P.O. Box 146705, Salt Lake City, UT 84114.
  • In person at the DCCC office in Salt Lake City for expedited processing.

The current filing fee is $54, and it must be paid at the time of submission. Processing time for mailed filings is usually 5–7 business days. Expedited service is available for an additional fee.

Understanding LLC Terms

Along with the establishment of LLCs, new terminology came into play in the business world. If you're planning on starting an LLC, brush up on the following terms:

  • Member: The owner of the LLC. In Utah, an LLC may have one or multiple members who own interest in the business.
  • Manager: The person or entity in charge of overseeing the LLC's operations.
  • Articles of Organization: Currently referred to as Certificates of Organization, this document is filed with Utah's secretary of state to establish the LLC. The document contains information pertinent to the LLC's organization, including the name of the business, its mailing address, and member and manager names and contact information.
  • Operating Agreement: An agreement reached by the members to govern the LLC's operations, including decision-making, allocation of profits and losses, and member interest transferability. This should be a written document, but Utah does allow oral Operating Agreements.
  • Member-Managed: LLCs that are controlled by the members. This is similar to a corporate structure in which shareholders vote on various matters by majority vote.
  • Manager-Managed: LLCs that are controlled by assigned managers, either individuals or entities. In Utah, managers are not required to be members, although they can be.
  • Charging Order: A court-obtained order by a judgment creditor by which a member's membership interests or property of a debt is charged to pay debts. Charging orders limit the amount a creditor may collect to a debtor-member's share of the LLC.
  • Transferee: An LLC membership interest recipient with the right to receive distributions but who doesn't actually become a member of the LLC. A transferee is not entitled to participate in the LLC's management nor have access to information regarding the business's activities.

Required Information in the Utah Articles of Organization

When filing your Utah Articles of Organization, you’ll need to provide several key details that identify and structure your LLC. The required information includes:

  1. LLC Name – Your LLC name must be unique and end with “Limited Liability Company,” “L.L.C.,” or “LLC.” You can check name availability using the Utah Business Name Search tool.
  2. Principal Office Address – Provide a physical street address (not a P.O. box) where business records are kept.
  3. Registered Agent – Every Utah LLC must have a registered agent with a physical address in Utah who can accept legal documents on behalf of the company.
  4. Organizer Information – Include the name and address of the person forming the LLC.
  5. Management Structure – Specify whether the LLC is member-managed or manager-managed.
  6. Duration and Purpose (optional) – You may specify the LLC’s duration and a general purpose statement such as “to engage in any lawful business activity.”

Providing accurate and complete information ensures your filing is accepted without delay.

Utah's New Limited Liability Company Act

Utah adopted a legal revision on Jan. 1, 2014, which completely revamped the state's laws governing LLCs. These series of laws are referred to as the New Act, which is short for the Utah Revised Uniform Limited Liability Company Act.

The New Act marked the state's first major overhaul of LLC regulations in more than 15 years. These changes affect both future LLCs and those already in existence within the state. During the first two years of the New Act's effectiveness, LLCs were able to opt into the New Act, but the new laws didn't apply to businesses existing before the effective date until Jan. 1, 2016.

Several changes arose from the New Act in Utah, including:

  • Certificate of Organization replaced Articles of Organization as the required form to file for establishing an LLC.
  • The new laws no longer require members to publicly disclose their identities. The only information required for public disclosure is the name of the LLC, its physical address, and the registered agent's name and address. Every LLC in Utah must file an annual report detailing at least one governing person who is either a member, manager, or executive.
  • The New Act allows an LLC to file Statement of Authority, which lists those controlling or governing the business.
  • Oral Operating Agreements are allowed under the New Act.
  • LLCs enjoy Improved Asset Protection that enhances an LLCs overall asset protection benefits. These benefits include creditor rights as a member.

Prior to Utah's LLC law overhaul, members were required to have a two-thirds majority to approve mergers, sales, liquidation, or other major decisions. Under the New Act, 100 percent of the members must agree on these decisions.

Post-Filing Requirements for Utah LLCs

After filing your Utah Articles of Organization, your LLC must meet several ongoing compliance requirements to maintain good standing:

  • Annual Renewal: Utah requires LLCs to file an annual renewal each year by the end of the anniversary month of formation. The renewal fee is $20, and failure to file may result in administrative dissolution.
  • Registered Agent Maintenance: You must continuously maintain a registered agent in Utah. If the agent’s information changes, you must file a Statement of Change with the DCCC.
  • Operating Agreement: Although not required by law, an Operating Agreement is crucial to define ownership percentages, management roles, voting rights, and profit distribution among members.
  • EIN Application: Most LLCs will need an Employer Identification Number (EIN) from the IRS, especially if hiring employees or opening a business bank account.
  • Business Licenses: Depending on your business type and location, additional state or local business licenses may be required.

Common Filing Mistakes to Avoid

When submitting your Utah Articles of Organization, be mindful of the following common errors that can delay approval:

  • Using a business name that conflicts with another registered Utah entity.
  • Omitting the registered agent’s signature or using an agent without a Utah physical address.
  • Forgetting to include the filing fee or incorrect payment amount.
  • Leaving management structure or organizer information blank.
  • Not signing the Certificate of Organization before submission.

Double-checking your information before submission ensures faster approval and helps prevent costly corrections later.

Why Work With an Attorney

While Utah makes it easy to file your LLC online, legal professionals can help you ensure long-term compliance. An experienced business attorney can:

  • Draft or review your Operating Agreement to protect member interests.
  • Advise on multi-member LLC structures, taxation elections (such as electing S-Corp status), and asset protection strategies.
  • Assist with amending or restating Articles of Organization as your business grows.

If you need legal guidance when preparing or filing your Utah Articles of Organization, you can find a qualified attorney on UpCounsel’s marketplace to help ensure your filing is complete and compliant with Utah law.

Frequently Asked Questions

  1. How much does it cost to file the Utah Articles of Organization?
    The filing fee is $54, payable to the Utah Division of Corporations and Commercial Code.
  2. How long does it take to form an LLC in Utah?
    Online filings are processed within one business day, while mailed filings take about 5–7 business days.
  3. Can I reserve my LLC name before filing?
    Yes. You can reserve a business name for 120 days by filing an Application for Reservation of Business Name with a $22 fee.
  4. Is an Operating Agreement required for Utah LLCs?
    No, but it is highly recommended to define ownership and management terms among members.
  5. Do I need to file annual reports in Utah?
    Yes. LLCs must file an annual renewal each year by the end of the anniversary month to maintain good standing.

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