Utah LLC Operating Agreement Template

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Utah LLC Operating Agreement Template

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Last updated November 9th, 2021

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A Utah LLC operating agreement is an internal document that will establish the structure of a limited liability company as well as the obligations and contributions of its members (or member in the case of a single-member LLC). The document contains provisions such as the purpose of the entity, member contribution and distributions, management, the registered agent, and dissolution.

Whereas the Certificate of Organization is filed with the Department of Commerce to create the entity, an operating agreement is kept only for the company’s records to be used as a general reference and to reinforce the relationship between the company and its members.

Contents

Types (2)

Single-Member LLC Operating Agreement – This document applies to the governance of an LLC that only has one (1) member.

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Multi-Member LLC Operating Agreement – This operating agreement is used to establish the provisions of an LLC with two (2) or more members.

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Laws

How to File (5 Steps)

Step 1 – Choose Name

Before registration, members of an LLC must come up with a unique name that meets the requirements of § 48-3a-108.

Due to the plethora of entities registered in the state, a name search should be conducted through the Division of Corporations and Commercial Code website to ensure the proposed name is not already in use.

Step 2 – Select Registered Agent

The state of Utah, like all other states, requires LLCs to nominate or hire a registered agent to receive service of process should the entity become party to a legal action.

A registered agent can be an individual or entity, as long as their address is in Utah.

Step 3 – Register LLC

The Division of Corporations and Commercial Code of the Utah Department of Commerce handles registration of business entities, including both domestic (Certificate of Organization) and foreign LLCs (Foreign Registration Statement).

Registration can be completed online through the new UtahID login system. Users will have to create an account to access the system, complete the registration process online, and pay the $70 filing fee.

Alternatively, an LLC can be registered by completing the appropriate form and mailing it to the Department of Commerce along with a check for the $70 filing fee.

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

Step 4 – Create Operating Agreement

An LLC operating agreement can be created any time by the members of the entity, and it is not required to be filed with the Department of Commerce. This document will outline the purpose and framework of the company, as well as the rights and responsibilities of the members.

Step 5 – Obtain EIN

The IRS requires all businesses operating within the US (with some exceptions) to have an Employer Identification Number (EIN) for tax reporting purposes. LLCs can apply for an EIN by visiting the IRS EIN Assistant webpage, clicking Begin Application, and following the online instructions. An EIN can also be obtained by completing the Application for Employer Identification Number (Form SS-4) and mailing it to the address below:

Internal Revenue Service
ATTN: EIN Operation
Cincinnati, OH 45999

Resources

Filing Options: Online or by Mail

Costs:

  • Domestic filing fee: $70
  • Foreign filing fee: $70
  • Name reservation: $22
  • Certificate of Existence: $12

Forms:

  • Application for Reservation of Business Name (PDF)
  • Certificate of Organization (PDF)
  • Foreign Registration Statement (PDF)
  • Application for Employer Identification Number (Form SS-4) (Online) | (PDF)

Links: