Operating agreement
Utah LLC Operating Agreement
Utah does not file an operating agreement with the state, but the statute makes it binding on the LLC whether or not the company signed it, and anyone who becomes a member is deemed to agree to it (Utah Code § 16-20-108). The agreement sets ownership, voting, distributions and exits, and it replaces most default rules. It is included in our Pro and Complete packages.
Utah fees re-checked against the Utah General Laws and the Division of Corporations Filing Fees page: November 12, 2026
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
Utah LLC Operating Agreement: the Utah specifics
Pre-formation terms count
Two or more future members can sign an agreement that becomes the operating agreement on formation, and a single founder can adopt terms the same way (§ 16-20-108(3)). That lets you lock in ownership before the certificate is filed.
Source: Utah Code § 16-20-108Defaults fill the gaps
Anything the agreement leaves out falls back to the Utah Revised Uniform Limited Liability Company Act in Chapter 20 of Title 16. Spelling out voting, transfers and buyouts avoids surprises.
Source: Utah Code § 16-20-201Banks and lenders ask for it
A signed agreement shows who can sign for the company. Banks commonly request it with the filed certificate and the EIN letter before opening an account.
Source: Utah Code § 16-20-108What a Utah operating agreement usually covers
Ownership percentages and capital contributions, member-managed or manager-managed, voting thresholds, how and when distributions are made, what happens on a member's death, divorce or exit, and how the company can be dissolved. Utah's default rules in Chapter 20 apply wherever the agreement is silent, so a written agreement is how you replace them with your own.
Source: Utah Code § 16-20-108
Utah LLC Operating Agreement: questions
It is not filed, but a signed agreement shows the company is run separately from you, which banks and courts look for.
Source: Utah Code § 16-20-108Yes. Members can agree on distributions that differ from capital contributions, as long as it is written into the agreement.
Source: Utah Code § 16-20-108Yes. Corp USA prepares and submits your Utah filing with the Division of Corporations for you. The official state fee is passed through at cost, with our service fee shown separately at checkout, so you never have to work through the state's registration system yourself.
Source: Utah Division of Corporations fee schedule, fiscal year 2026Ready when you are, Utah.
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.