Utah requires specific legal steps under the Revised Uniform Limited Liability Company Act (Utah Code Title 48, Chapter 3a) to create a valid LLC. You'll need a compliant name with proper designators, a registered agent with a physical Utah address, and a properly filed Certificate of Organization.
Missing any requirement triggers rejected filings that prevent legal existence and can lead to administrative dissolution. Utah enforces compliance through escalating penalties that move quickly from administrative issues to complete loss of legal protections.
Your Utah LLC name must include "Limited Liability Company," "Limited Company," "L.L.C.," or "L.C." to clearly identify the business structure. Utah strictly enforces this requirement—omitting proper identifiers results in immediate rejection of your Certificate of Organization.
The name must be distinguishable from all existing registered entities in Utah's database. Search the Division of Corporations database to verify availability, as deceptively similar names face rejection even without exact matches.
Here are examples of restricted terms that require special approval:
Reserve your chosen name for 120 days by submitting an application with a $22 fee. You can reapply for reservations after the initial period, as long as the name is available.
Utah mandates that every LLC must maintain a registered agent, and this is required from formation through the life of your company.
Qualification criteria:
The registered agent serves as your LLC's official contact point for lawsuits, government notices, and legal documents. If your agent becomes unavailable or moves without updating the state, you risk missing critical legal notices that could result in default judgments or administrative dissolution.
Consequences of registered agent non-compliance include rejected filings, administrative dissolution proceedings, and loss of liability protection when courts can't properly serve legal documents on your company.
Utah requires filing a Certificate of Organization with the Division of Corporations & Commercial Code to legally establish your LLC. This document serves as your company's legal birth certificate—without state approval, your LLC doesn't exist.
Required information:
Optional information includes names and addresses of members or managers, business purpose, and LLC duration. While member or manager information is optional at formation, it must be reported in annual reports.
The filing fee is $59 for online or mail submission. Online processing takes 7-15 business days, while mail submissions require 2-3 weeks. Any errors in the required information can result in rejection and delays.
Utah law doesn't mandate a written operating agreement, making it technically optional for your LLC formation. However, this flexibility comes with significant risks that make operating agreements practically essential for protecting your interests.
Under the Utah Revised Uniform Limited Liability Company Act, operating agreements can be written, oral, or even inferred from conduct. While this provides maximum flexibility, relying on informal agreements creates dangerous ambiguity when disputes arise or courts examine your business structure.
For single-member LLCs, a written operating agreement provides crucial evidence that your LLC operates as a separate legal entity, helping protect against piercing the corporate veil in liability situations. Multi-member LLCs face even greater risks without clear written agreements covering ownership percentages, decision-making authority, profit distributions, and dispute resolution procedures.
The agreement becomes legally binding once signed and can override many default provisions in state law, giving you control over how your company operates internally while maintaining privacy since it's not filed with the state.
Utah LLC compliance involves both immediate post-formation requirements and ongoing obligations that continue throughout your company's existence, each with different deadlines and consequences for non-compliance.
Immediate requirements:
Ongoing requirements:
Utah's annual report includes updated member/manager information, ensuring the state maintains current contact details. Missing deadlines triggers loss of good standing and potential administrative dissolution.
Utah enforces LLC requirements through escalating penalties that quickly escalate from administrative issues to complete loss of legal protections:
Utah's dissolution process moves quickly—once proceedings begin, you have limited time to cure defects before losing legal protections.
Discern automates Utah’s annual report filings, provides professional registered agent services, and tracks compliance deadlines to prevent dissolution and penalties.
Ready to ease your compliance burden? Try Discern today.
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