Domestic LLC Formation Filing Requirements in Utah

At a glance

Requirements one by one

Governing law and filing record

Under Utah Code §§ 16-20-111 and -201, an ordinary domestic LLC is formed by delivering a certificate of organization to the Division of Corporations and Commercial Code. Chapter 1a supplies shared entity-filing rules.

Organizer and signature

One or more persons may serve as organizers under § 16-20-201(1). The definition of “person” in § 16-20-101(18) includes individuals and entities; the organizer need not become a member. Shared §§ 16-1a-202 and -208 require an individual signer or authorized agent, the signer's name and capacity, if any, and an affirmation under penalty of perjury that the filing's facts are true in all material respects.

Required entity and purpose terms

Section 16-20-201(2) requires the company name, principal-office street and mailing addresses, and registered-agent information. The name must be distinguishable under § 16-1a-302 and include an LLC designator under § 16-1a-303(5). The ordinary LLC certificate need not state a purpose or duration; § 16-20-103 permits any lawful purpose and provides perpetual duration.

Addresses and service fields

The certificate gives both principal-office addresses under § 16-20-201(2)(b). It identifies a commercial agent by name, or a noncommercial agent by name and Utah street address with different mailing address if any, under §§ 16-1a-403–404. Section 16-1a-404 also allows a designated office or position and mailing address for service. Designation affirms the agent's consent.

Management and owner disclosure

The mandatory certificate list in § 16-20-201(2) contains no management election or member/manager name. The Division's certificate instructions mark those names and addresses optional. Section 16-20-407(1) makes the LLC member-managed unless its operating agreement selects manager-management.

Optional and restricted provisions

Section 16-20-201(3) permits other certificate statements but does not make one a statement of authority or permit changes inconsistent with § 16-20-107(3)'s protected filing, agent, duty and misconduct rules. The Division form offers optional purpose, duration and manager/member fields.

Filing method, fee, and attachments

The Division's UtahID system offers formation filing and a paper-submission route. Its published instructions and fee schedule show a nonrefundable $59 certificate fee, checked October 1, 2026. Section 16-1a-404(2) treats the agent designation as consent, so the ordinary certificate does not call for a separate acceptance attachment.

Formation and effective date

Under § 16-20-201(4), the certificate must become effective and at least one person must become a member. Section 16-1a-204 sets filing as the default effective time and allows a stated later date or time up to 90 days after filing. Section 16-1a-205 permits withdrawal before effectiveness by a filed statement.

What trips people up

The current Division instructions still cite the former Title 48 sections; the operative filing and agent sections are now in Title 16. The instruction's optional member/manager field does not become mandatory merely because the annual report later asks for governance information.

The formation sections impose no newspaper notice or separate initial report. Section 16-1a-212 instead calls for an annual report each calendar year by the last day of the formation anniversary month unless the Division sets another period by rule. The Division's published fee schedule lists $18 for the LLC report. The statute does not state the old following-calendar-year deferral.

Common questions

Must I reserve the name first? No. The Division's online instructions expressly say name reservation is not required before formation.

Can an organizer be someone other than an owner? Yes. Section 16-20-201 allows a person to act as organizer and separately requires at least one person to become a member when the certificate takes effect.

Can the certificate include managers or members? Yes. Section 16-20-201(3) allows additional statements, and the Division instructions label their names and addresses optional.

Statutes and sources

• Utah Code § 16-20-101(17)–(18): “(17) "Organizer" means a person that acts under Section 16-20-201 to form a limited liability company. (18) "Person" means an individual, business corporation, nonprofit corporation, partnership, limited partnership, limited liability company, limited cooperative association, unincorporated nonprofit association, statutory trust, business trust, common-law business trust, estate, trust, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity.” official source (accessed 2026-10-01).
• Utah Code § 16-20-103(2)–(3): “(2) A limited liability company may have any lawful purpose, regardless of whether for profit. (3) A limited liability company has perpetual duration.” official source (accessed 2026-10-01).
• Utah Code § 16-20-107(3)(c),(e)–(g): “(c) vary any requirement, procedure, or other provision of this chapter pertaining to: (i) registered agents; or (ii) the division, including provisions pertaining to records authorized or required to be delivered to the division for filing under this chapter; (e) eliminate the duty of loyalty or the duty of care, except as otherwise provided in Subsection (4); (f) eliminate the contractual obligation of good faith and fair dealing under Subsection 16-20-409(4), but the operating agreement may prescribe the standards, if not unconscionable or against public policy, by which the performance of the obligation is to be measured; (g) relieve or exonerate a person from liability for conduct involving bad faith, willful misconduct, or recklessness;” official source (accessed 2026-10-01).
• Utah Code § 16-20-111: “Chapter 1a, Provisions Applicable to All Business Entities, applies to the provisions of this chapter.” official source (accessed 2026-10-01).
• Utah Code § 16-20-201(1)–(4): “(1) One or more persons may act as organizers to form a limited liability company by delivering to the division for filing a certificate of organization. (2) A certificate of organization must state: (a) the name of the limited liability company, which must comply with Section 16-1a-302; (b) the street and mailing address of the limited liability company's principal office; (c) the information required by Section 16-1a-404; (d) if the limited liability company is a low-profit limited liability company, a statement that the limited liability company is a low-profit limited liability company; (e) if the limited liability company is a professional services company, the information required by Section 16-20-903; and (f) if the limited liability company is to have one or more series in which the liabilities of the series are to be limited as contemplated by Subsection 16-20-1001(2), notice of the limitation on liability in accordance with Section 16-20-1002. (3)(a) A certificate of organization may contain statements as to matters other than those required by Subsection (2), but may not vary or otherwise affect the provisions specified in Subsection 16-20-107(3) in a manner inconsistent with that section. (b) However, a statement in a certificate of organization is not effective as a statement of authority. (4) A limited liability company is formed when the limited liability company's certificate of organization becomes effective and at least one person becomes a member.” official source (accessed 2026-10-01).
• Utah Code § 16-20-407(1): “(1) A limited liability company is a member-managed limited liability company unless the operating agreement: (a) expressly provides that: (i) the limited liability company is or will be "manager-managed"; (ii) the limited liability company is or will be "managed by managers"; or (iii) management of the limited liability company is or will be "vested in managers"; or (b) includes words of similar import.” official source (accessed 2026-10-01).
• Utah Code § 16-1a-202(1)(d),(i)–(j),(4): “(d) subject to Subsection (2), the person delivers the entity filing to the division in written form unless the division allows the electronic delivery of an entity filing; (i) an individual authorized or required under this chapter to sign the entity filing, or an individual acting on the authorized or required individual's behalf, signs the entity filing; and (j) the entity filing states the name and capacity, if any, of each individual who signs the entity filing. (4) When a person delivers an entity filing to the division for filing, the person shall pay a fee required under this chapter and any other fee, tax, interest, or penalty required by statute in a manner the division and applicable statute permit.” official source (accessed 2026-10-01).
• Utah Code § 16-1a-204: “Except as otherwise provided in this chapter, an entity filing is effective: (1) on the day and at the time the division files the entity filing; (2) on the day and at the time specified in the entity filing as the entity filing's effective time, if the date and time specified in the entity filing is later than the time described in Subsection (1), which may not be more than 90 days after the day on which the division files the entity filing; and (3) if the entity filing specifies a delayed effective date but does not specify a time, at 12:01 a.m. on the day specified in the entity filing, which may not be more than 90 days after the day on which the division files the entity filing.” official source (accessed 2026-10-01).
• Utah Code § 16-1a-205(1): “(1) Except as otherwise provided in this chapter, a person may withdraw an entity filing delivered to the division before the entity filing takes effect by delivering to the division for filing a statement of withdrawal.” official source (accessed 2026-10-01).
• Utah Code § 16-1a-208(1)–(2): “(1) An individual, by signing an entity filing, affirms under penalty of perjury that the facts stated in the filing are true in all material respects. (2) An agent may sign a record filed under this chapter.” official source (accessed 2026-10-01).
• Utah Code § 16-1a-212(1), (2), (5)(a): “(1) As used in this section, "anniversary month" means the calendar month in which: (a) a domestic filing entity's formation becomes effective with the division; or (b) a registered foreign entity's application for authority to conduct affairs in this state takes effect. (2) Each domestic filing entity and registered foreign entity shall file an annual report with the division that includes: (a) the corporate name of the domestic filing entity or registered foreign entity; (b) if a registered foreign entity, any assumed corporate name of the registered foreign entity; (c) the jurisdiction under which law the domestic filing entity or registered foreign entity is organized or incorporated; (d) the information required by Subsection 16-1a-404(1); (e) the street address of the domestic filing entity's or the registered foreign entity's principal office; and (f) the name and address of each director and principal officer of the domestic filing entity or the registered foreign entity. (5)(a) Unless the division specifies a different time period by rule made in accordance with Title 63G, Chapter 3, Utah Administrative Rulemaking Act, a domestic filing entity or registered foreign entity: (i) shall deliver an annual report to the division each calendar year on the last day of the anniversary month; and (ii) may deliver the annual report up to 60 days before the last day of the anniversary month.” official source (accessed 2026-10-01).
• Utah Code § 16-1a-302(1): “(1) Except as provided in Subsection (3) or (4), the name of a domestic filing entity, the name under which a foreign entity may register to do business in this state, and a D.B.A. registered under Title 42, Chapter 2, Conducting Business as a D.B.A., shall be distinguishable on the records of the division from a: (a) name of an existing domestic filing entity that at the time is not dissolved; (b) name under which a foreign entity is registered to do business in this state under Section 16-1a-503; (c) D.B.A. registered under Title 42, Chapter 2, Conducting Business as a D.B.A.; (d) name reserved under Section 16-1a-304; or (e) name registered under Section 16-1a-305.” official source (accessed 2026-10-01).
• Utah Code § 16-1a-303(5)(a)–(b): “(5)(a) The name of a limited liability company shall contain: (i) the phrase "limited liability company" or "limited company"; or (ii) the abbreviation "L.L.C.," "LLC," "L.C.," or "LC." (b) A limited liability company's name may abbreviate the term: (i) "limited" as "Ltd."; and (ii) "company" as "Co."” official source (accessed 2026-10-01).
• Utah Code § 16-1a-403: “If a provision in this chapter, other than Section 16-1a-410, requires that a record state an address, the record shall state: (1) a street address in this state; and (2) a mailing address in this state, if different from the address described in Subsection (1).” official source (accessed 2026-10-01).
• Utah Code § 16-1a-404(1)–(2): “(1) A represented entity shall sign a registered agent filing and include in the registered agent filing: (a) the name of the represented entity's commercial registered agent; or (b) if the represented entity does not have a commercial registered agent: (i) the name and address of the represented entity's noncommercial registered agent; or (ii)(A) the title of an office or other position within the represented entity where an individual holding that office or position may accept service of process, notice, or demand may accept service on behalf of the represented entity; and (B) the mailing address of the title or other position described in Subsection (1)(b)(ii)(A). (2) A represented entity, by designating a registered agent in accordance with Subsection (1)(a) or (1)(b), affirms that the designated registered agent consents to serve as a registered agent.” official source (accessed 2026-10-01).
• Utah Division certificate instructions: “There is a non-refundable processing fee of $59.00 to file the application. 4. Signature of Organizer is required: Provide the signature of the company's organizer. 5. Name and Address of Members/Managers (optional): Provide the name and street address of each of the Limited Liability Company's Managers and/or Members. While not required when filing the Certificate of Organization, at least one Manager, Member or other Governing Person will need to be provided in the annual report delivered to the Division.” official source (accessed 2026-10-01).
• Utah Division online registration instructions: “All users must have a UtahID to login. From the menu on the left, select "Formations & Registrations" and choose the entity type. From the menu on the left, select "Submit a Paper Filing". It is not required to file a Name Reservation prior to filing your business entity.” official source (accessed 2026-10-01).
• Utah Division FY2026 fee schedule: “Fiscal Year 2026 Fee Schedule Effective July 1, 2025 ALL PROCESSING FEES ARE NONREFUNDABLE Limited liability company (LLC) - certificate of organization $59 *Domestic/foreign limited liability company (LLC) $18” official source (accessed 2026-10-01).