Utah does not ask you to file an operating agreement, but the LLC Act gives it real force: the LLC is bound by it, and anyone who becomes a member is deemed to assent to it (Utah Code § 16-20-108). Initial members can sign before formation and it takes effect when the LLC is formed. Our Pro and Complete packages include one.
Source: Utah Code § 16-20-108Utah Code Title 16 (recodified effective October 1, 2026) and the Division of Corporations fiscal year 2026 fee schedule reviewed November 12, 2026. Confirm current fees with the Utah Division of Corporations before filing.
Heads up: we are an independent company that prepares and submits Utah filings for owners. We are not the Utah Department of Commerce or its Division of Corporations and Commercial Code, and we do not give legal advice. Every state charge passes through at the exact amount billed, shown separately from our service fee.
- Filed with the Utah Division of Corporations
- We track your Utah annual renewal
- Cited to Utah Code Title 16
- Talk to a filer: (386) 465-3937
The forks in the road.
Filed with the state?
No. It is an internal document.
Source: Utah Code § 16-20-108Binding on the LLC
The LLC is bound by and may enforce the agreement even if it never signed.
Source: Utah Code § 16-20-108New members
A person who becomes a member is deemed to assent.
Source: Utah Code § 16-20-108Preformation
Founders can agree before filing that their agreement becomes the operating agreement on formation.
Source: Utah Code § 16-20-108Included
In our Pro ($299) and Complete ($419) packages.
Source: Utah Division of Corporations fee schedule, fiscal year 2026What to have ready
- List members and ownership percentages
- Choose member-managed or manager-managed
- Set voting rules and major decisions
- Set distribution and capital rules
- Write buyout and exit terms
- Sign and keep with company records
Utah LLC Operating Agreement: What Section 16-20-108 Means for Your Members
Utah LLC Operating Agreement: What Section 16-20-108 Means for Your Members
Utah LLC and corporation cost calculator
Division of Corporations fee (at cost)
$59.00
Our service fee
$149.00
Agent and kit
$199.00
First-year total
$407.00
Every year after, the Division charges $18.00 for the annual renewal, due the last day of your anniversary month (Utah Code § 16-1a-212).
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Why section 16-20-108 matters
It makes the agreement binding on the LLC and on every new member automatically. That makes buy-sell and transfer clauses enforceable against people who join later.
Source: Utah Code § 16-20-108
Preformation agreements
Founders can sign before filing. When the Division approves the certificate, the agreement becomes the operating agreement.
Source: Utah Code § 16-20-108
Clauses that prevent fights
Capital contributions, distributions, voting, who can sign contracts, exit and buyout formulas, and deadlock rules.
Source: Utah Code § 16-20-108
Keep it current
Amend it when members join or leave. It is not filed, so changes do not cost a state fee.
Source: Utah Code § 16-20-108
Utah law and Division of Corporations rules behind this.
| Topic | Utah rule | Where it comes from |
|---|---|---|
| Filed with the state? | No. It is an internal document. | Source: Utah Code § 16-20-108 |
| Binding on the LLC | The LLC is bound by and may enforce the agreement even if it never signed. | Source: Utah Code § 16-20-108 |
| New members | A person who becomes a member is deemed to assent. | Source: Utah Code § 16-20-108 |
| Preformation | Founders can agree before filing that their agreement becomes the operating agreement on formation. | Source: Utah Code § 16-20-108 |
| Included | In our Pro ($299) and Complete ($419) packages. | Source: Utah Division of Corporations fee schedule, fiscal year 2026 |
Related Utah reading.
Heads up: we are an independent company that prepares and submits Utah filings for owners. We are not the Utah Department of Commerce or its Division of Corporations and Commercial Code, and we do not give legal advice. Every state charge passes through at the exact amount billed, shown separately from our service fee.
What Utah owners ask us
It is strongly recommended. It helps show the company is separate from the owner.
Source: Utah Code § 16-20-108The Act recognizes oral and implied agreements, but a written one avoids disputes.
Source: Utah Code § 16-20-108Many banks do, especially for multi-member LLCs.
Source: Utah Division of Corporations and Commercial CodeYes. Corp USA prepares and submits your Utah filing with the Division of Corporations for you. The state fee is passed through at cost and our service fee is shown separately at checkout, so you never have to work through the state's filing system yourself.
Source: Utah Division of Corporations fee schedule, fiscal year 2026