Utah · Operating agreement
Utah LLC operating agreement
What Utah's LLC act says about operating agreements, what applies without one, and a free template to build yours.
Build my Utah operating agreementWhat Utah’s LLC act says
Utah calls the document an "operating agreement," whether or not the members use that name. It covers the matters listed in the act's scope section. 4
Utah's act counts an operating agreement whether it is oral, implied, in a record, or any mix of those. It is the agreement of all the members. 4
What Utah’s act does not let an agreement change:
- It cannot change the LLC's capacity to sue and be sued 1
- It cannot eliminate the duty of loyalty or the duty of care 1
- It cannot excuse bad faith, willful misconduct, or recklessness 1
One-member company. Utah's definition of an operating agreement expressly covers the agreement of all the members, including a sole member, so a one-member LLC can have one. 4
Not confirmed for Utah from an official source: whether a Utah agreement is filed with the state.
What happens with no agreement
In Utah an LLC is member-managed unless its operating agreement expressly says it is manager-managed, managed by managers, or vested in managers. 2
Utah's act says distributions made before dissolution must be in equal shares among members, with limited exceptions for transfers and charging orders. 3
What the template covers in Utah
- Company Details. The company's name, state, effective date and principal office.
- Members & Management. Who the members are, whether there is one or several, and who runs the company.
- Capital & Distributions. What each member puts in and how profit is paid out.
- Taxes. The federal tax treatment the company reports under.
- Transfers & Buyout. What happens when a member sells, leaves or is bought out.
- Governance & Legal Terms. How votes, outside work, confidentiality and disputes are handled.
- Succession. Who takes over a single-member company if its member cannot act.
- Notarization. An optional notary acknowledgment page.
Utah’s default management and profit rules are in the sections above. In the template you pick member-managed or manager-managed, and ownership share or equal shares for profit.
You also choose single-member or multi-member. The text is built in the Document Builder, not printed here.
Where it fits when you form a Utah LLC
You form a Utah LLC by filing with Utah’s Division of Corporations.
The Utah annual report (renewal) is due the last day of your formation anniversary month. 5
Search the Utah business records at the Division of Corporations before you file: Utah entity search.
The operating agreement for a Utah LLC is separate from the Utah formation filing.
Common questions
Is an operating agreement required for an LLC in Utah?
Utah's LLC act does not tell an LLC to adopt an operating agreement. Where the agreement does not cover a matter, the act's own rules govern it. 1
Is there a Utah LLC operating agreement template?
Yes, free in the Document Builder. PDF and Word downloads need a free account.
Can a single-member Utah LLC have an operating agreement?
Utah's definition of an operating agreement expressly covers the agreement of all the members, including a sole member, so a one-member LLC can have one. 4
Does a Utah operating agreement need to be notarized?
None of the Utah rules quoted on this page asks for a notary. The template adds an optional notary page.
Where do I keep a Utah operating agreement, and is it filed?
We could not confirm from an official Utah source whether the agreement is filed with the state. What does go to the filing office is the formation filing, made with Utah’s Division of Corporations. 6
Also in Utah
Sources 6 links, checked Sep 1, 2026 to Nov 13, 2026
- Utah LLC act, section 48-3a-112 le.utah.gov, checked Nov 13, 2026
To the extent the operating agreement does not provide for a matter described in Subsection (1) , this chapter governs the matter.
- Utah LLC act, section 48-3a-407 le.utah.gov, checked Nov 13, 2026
A limited liability company is a member-managed limited liability company unless the operating agreement …
- Utah LLC act, section 48-3a-404 le.utah.gov, checked Nov 13, 2026
Any distributions made by a limited liability company before its dissolution and winding up must be in equal shares among members and persons dissociated as members
- Utah LLC act, section 48-3a-102 le.utah.gov, checked Nov 13, 2026
‘Operating agreement’ means the agreement, whether or not referred to as an operating agreement and whether oral, implied, in a record, or in any combination thereof, of all the members of a limited liability company, including a sole member
- Utah annual report / renewal businessregistration.utah.gov, checked Sep 1, 2026
- Official state fee schedule for LLC filings commerce.utah.gov, checked Oct 17, 2026
Each source shows the date it was checked. The newest check is Nov 13, 2026.
This page explains Utah’s rules. It is not legal or tax advice.
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