Utah: Domestic LLC Formation Filing Requirements
The short answer
A Utah LLC files an organizer-signed Certificate of Organization stating its compliant name, principal-office street and mailing addresses, and registered-agent information. One or more individuals or entities may organize it, no manager or owner must be publicly named, and the current $59 filing forms the LLC when effective and at least one person becomes a member; a delayed date or time up to 90 days is allowed. No publication or separate initial report is required, and the first $18 annual report is due in the anniversary month of the following year; the governing statutes are recodified October 1, 2026.
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This is the general rule in Utah. Ezel applies current Utah law to your specific facts and answers with citations to the statutes.
| Governing law and filing record | Through Sept. 30, 2026: Utah Revised Uniform LLC Act, Title 48 ch. 3a; Division Certificate of Organization (§§ 48-3a-101, -201). Recodified into Title 16 on Oct. 1 (2026 Utah Laws ch. 93) |
|---|---|
| Organizer and signature | 1+ individuals or entities; organizer need not be a member. Initial certificate signed by at least 1 organizer or authorized agent; individual signer states name/capacity and affirms accuracy under perjury penalty (§§ 48-3a-102(17)–(18), -201, -203, -205, -210(3)) |
| Required entity and purpose terms | Distinguishable LLC name/designator; no purpose or duration field required. Any lawful purpose permitted and duration is perpetual; form offers optional purpose/duration (§§ 48-3a-104, -108, -201; Division instructions) |
| Addresses and service fields | Principal-office street + mailing addresses; commercial-agent name, or noncommercial-agent name + Utah street/rural-route and different mailing address, or office/position + business-office address (§§ 48-3a-201(2), 16-17-202–.203) |
| Management and owner disclosure | No management election or manager/member/owner names required; Division instructions make names/addresses optional. Member-managed by default unless operating agreement selects managers (§§ 48-3a-201, -407; instructions) |
| Optional and restricted provisions | May add lawful statements, including purpose, duration, or optional managers/members; cannot create a statement of authority or vary § 48-3a-112(3)'s nonwaivable filing, agent, duty, or misconduct rules (§§ 48-3a-112, -201(3)) |
| Filing method, fee, and attachments | Online through UtahID or submit a paper filing; $59 nonrefundable. 1 original/true copy; extra exact copy + stamped return envelope only if filer requests a returned copy. No separate agent acceptance (§ 48-3a-205; Division, as of July 29, 2026) |
| Formation and effective date | Formed when certificate is effective AND at least 1 person becomes a member; filing-effective by default or stated later date/time up to 90 days. Delayed filing withdrawable before effect (§§ 48-3a-201(4), -206–.207) |
| Publication and initial follow-up | No formation publication or separate initial report. First $18 annual report is due in the certificate's anniversary month in the following calendar year; then annually (§ 48-3a-212; FY2026 fee schedule) |
Compare this rule across all 50 states + DC →
Requirements one by one
Governing law and filing record
Through September 30, 2026, Utah uses a Certificate of Organization under
the Utah Revised Uniform Limited Liability Company Act. The filing goes to the
Division of Corporations and Commercial Code.
Enacted 2026 Utah Laws chapter 93 recodifies the LLC and common entity-filing
rules into Title 16 on October 1, 2026. The current code pages already mark the
tracked sections for renumbering or repeal, so October filers should verify the
successor citations and current form.
Organizer and signature
One or more people may organize the LLC. Under § 48-3a-102, a person includes an
individual and many legal or commercial entities, and organizer status does not
require membership.
Under § 48-3a-203, at least one organizer signs the initial certificate; an authorized agent may
sign a filed record. The record states the individual signer's name and capacity,
if any. A signer affirms under penalty of perjury that the filed information is
accurate. No seal, attestation, acknowledgment, or verification is required.
Required entity and purpose terms
Under § 48-3a-108, the certificate states a distinguishable name with an approved LLC designator,
the principal-office addresses, and registered-agent information. It does not
have to state a purpose or duration.
Under § 48-3a-104, any lawful purpose is permitted and duration is perpetual.
The current Division instructions offer purpose and duration only as optional
fields.
Addresses and service fields
The principal office has a street address and a mailing address. For a
commercial registered agent, the filing states the agent's name. For a
noncommercial agent, it states the name and an actual Utah street or rural-route
address plus a different mailing address, if any. Under § 16-17-202, the statute supplies
the physical-address rule. An office or position may be designated instead,
with that person's business-office address.
The appointment itself affirms the agent's consent; the current statute does not
require a separate acceptance attachment.
Management and owner disclosure
Utah's mandatory certificate list does not require a management election or any
manager, member, or owner name. The Division instructions label manager/member
names and street addresses optional.
If the operating agreement does not select manager-management, § 48-3a-407
makes the LLC member-managed. The first mandatory governing-person name arrives
later in the annual report, not in the formation certificate.
Optional and restricted provisions
The certificate may add other statements, including optional purpose, duration,
and manager/member information. A certificate statement is not effective as a
statement of authority.
Added terms also cannot override § 48-3a-112(3)'s protected rules for agents and
Division filings or improperly eliminate duties, good faith and fair dealing,
or liability for bad faith, willful misconduct, or recklessness.
Filing method, fee, and attachments
The Division's UtahID system supports online formation and submission of a
paper filing. The current nonrefundable fee is $59. The Division's formation
guidance calls for one original or true copy. An extra exact copy and stamped
return envelope are needed only if the filer requests a returned copy.
An ordinary nonprofessional, nonseries LLC has no statutory owner list or other
special-status attachment. Optional extra provisions may be added to the filing.
Formation and effective date
Two things are required: the certificate must become effective and at least one
person must become a member. Filing is the default effective time, but the
certificate may state a later date and time no more than 90 days after filing
under § 48-3a-206. A delayed filing may be withdrawn before it takes effect.
The current Ezel Utah package omits that delayed-effective-date option, so this
page does not link it as the state-specific drafting template.
What trips people up
Utah does not require the public manager/member list that its instructions offer.
The governing-person disclosure belongs to the later annual report.
There is no formation publication, proof filing, or separate initial report.
Under § 48-3a-212, the first $18 annual report is due in the anniversary month during the
calendar year after the certificate becomes effective.
Common questions
Must I reserve the name first?
No. The Division expressly says a name reservation is not required before a
formation filing.
Must the organizer own the LLC?
No. The organizer may be an individual or entity, and formation separately
requires at least one person to become a member.
Can I list managers or members anyway?
Yes. The current instructions make their names and street addresses optional,
and § 48-3a-201 permits additional certificate statements.
Statutes and sources
- Utah Code §§ 48-3a-101, -102, -104, -108, and -112 — Act name,
organizer/person definitions, purpose, duration, name, and restricted terms.
https://le.utah.gov/xcode/Title48/Chapter3A/C48-3a-P1_1800010118000101.rtf
(accessed July 29, 2026). - Utah Code §§ 48-3a-201, -203, -205 through -212 — certificate contents,
signature, filing, effectiveness, withdrawal, and following-year report.
https://le.utah.gov/xcode/Title48/Chapter3A/C48-3a-P2_1800010118000101.rtf
(accessed July 29, 2026). - Utah Code §§ 48-3a-407 and 16-17-202 through -203 — management default
and agent/address filing fields.
https://le.utah.gov/xcode/Title48/Chapter3A/C48-3a-P4_1800010118000101.rtf
and https://le.utah.gov/xcode/Title16/Chapter17/C16-17_1800010118000101.rtf
(accessed July 29, 2026). - Utah Division Certificate instructions, registration instructions, and
FY2026 fee schedule — current optional fields, online/paper route, and
$59/$18 fees.
https://commerce.utah.gov/corporations/wp-content/uploads/2021/09/llc-domestic-instructions-1.pdf,
https://commerce.utah.gov/corporations/online-registration-instructions/,
and https://commerce.utah.gov/wp-content/uploads/2023/04/currentfees.pdf
(accessed July 29, 2026). - 2026 Utah Laws ch. 93 (S.B. 40) — October 1, 2026 recodification.
https://le.utah.gov/~2026/bills/sbillenr/SB0040.pdf (accessed July 29,
2026).
Source links
Every statute quoted above, linked, with the date we checked it.
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