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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.
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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
- Chapter: Title 48, Chapter 3a
- Definitions: § 48-3a-102
- Formation: Chapter 3a, Part 2
- Naming of LLCs: § 48-3a-108
How to File (5 Steps)
- Step 1 – Choose Name
- Step 2 – Select Registered Agent
- Step 3 – Register LLC
- Step 4 – Create Operating Agreement
- Step 5 – Obtain EIN
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.
Note on Name Reservations:
A name can be reserved for one hundred and twenty (120) days by completing the Application for Reservation of Business Name, attaching the $22 filing fee, and mailing the document and check to the following address:
Utah Division of Corporations & Commercial Code
PO Box 146705
Salt Lake City, Utah 84114-6705
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.
- Certificate of Organization (Domestic LLC)
- Foreign Registration Statement (Foreign LLC)
Utah Division of Corporations & Commercial Code
PO Box 146705
Salt Lake City, Utah 84114-6705
Note on Foreign LLCs:
The Division of Corporations & Commercial Code demands that foreign LLCs procure a Certificate of Existence (known as a Certificate of Good Standing in other states) to confirm the validity of the foreign entity. This certificate can be obtained from the foreign company’s home state (usually through the Secretary of State or other government business/corporations division website).
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.
- Single-Member Operating Agreement
- Multi-Member Operating Agreement
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
ResourcesFiling Options: Online or by Mail Costs:
Forms:
Links:
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