LLC Amendment and Legal-Name-Change Filing Requirements in Utah

At a glance

Requirements one by one

Amendment, restatement, and prompt correction

Utah Code § 16-20-202 lets an LLC amend or restate its certificate of organization at any time. A member in a member-managed LLC or manager in a manager-managed LLC who knows certificate information was or became inaccurate must promptly cause an amendment or, where appropriate, file an agent-change or correction statement. The amendment states the LLC name, initial certificate filing date and exact changes; a restatement identifies itself in its heading.

Legal name and availability

A legal-name change uses the § 16-20-202 amendment. Section 16-1a-303(5) requires an LLC designator and § 16-1a-302 requires record distinguishability. Under § 16-1a-302(4), an entity may consent in a record to a conflicting name containing a listed non-distinguishing term; the consenting entity need not change its own name. A different business-facing name is a separate D.B.A. filing under § 42-2-201.

Approval and operating-agreement control

Section 16-20-202 does not prescribe a certificate-amendment-specific vote. The operating agreement governs internal affairs within § 16-20-107's limits. Under § 16-20-407(2)(d) and (3)(c)(ii), an act outside the ordinary course needs all-member consent in either management structure. Otherwise, § 16-20-407(3)(a) assigns manager-managed affairs to the manager or a majority of managers. The signer's capacity does not itself establish the required internal approval.

Contents, signer, channel and fee

Section 16-20-202(2) requires the current LLC name, original certificate filing date and changed text. 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. The Division's UtahID system offers an existing-business filing route and paper submission. Its published fee schedule lists a $17 amendment fee, checked October 1, 2026.

Effective time and refusal

Section 16-1a-204 makes filing the default effective time. A stated later date or time may be no more than 90 days after filing; a date without a time takes effect at 12:01 a.m. Under § 16-1a-207, the Division must explain a refusal within 15 business days. The filer may amend for reexamination within the Division's allowed period, at most 30 days from notice; after a final refusal, the filer may use an administrative appeal under Title 63G, Chapter 4.

Correction, agent, report and D.B.A. routes

Section 16-1a-206 covers an originally inaccurate filing, defective signature or defective electronic transmission. Section 16-1a-407 supplies a separate agent-change statement and does not require interest-holder or governor approval. Section 16-1a-212 puts recurring agent and principal-office data in the annual report; a changed agent entry in that report counts as a statement of change. Section 42-2-201 requires a separate D.B.A. certificate for a registered alternate business name.

Acceptance and follow-up records

Under § 16-1a-207(4),(7), the Division delivers an acknowledged filed copy, while filing or refusal creates no presumption that the information is correct. A Utah certificate amendment changes that public filing; any operating agreement, contract, bank, tax, title or foreign-registration update follows its own governing record or process.

What trips people up

Name consent and filing review. Current §§ 16-1a-302(4) and -207 allow the narrow conflicting-name consent without an undertaking by the other entity to rename itself, and provide reexamination plus administrative appeal after a final filing refusal.

The record and the approval are separate. Section 16-20-202 lists what the amendment must state; § 16-20-407 and the operating agreement determine who approves the underlying action. The person who signs a filing may not be the whole required voting group.

Common questions

Must every member approve every amendment? Section 16-20-407 requires all members for an act outside the ordinary course. Otherwise, the management structure and operating agreement determine authority.

Can a correction carry a delayed date? No. Section 16-1a-206(3)(a) says a correction statement may not state one.

Does the name amendment also register an alternate name? No. A D.B.A. uses its own certificate under § 42-2-201.

Statutes and sources

• 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 § 16-20-107(1)–(3): “(1) Except as otherwise provided in Subsections (3) and (4), the operating agreement governs: (a) relations among the members as members and between the members and the limited liability company; (b) the rights and duties under this chapter of a person in the capacity of manager; (c) the activities and affairs of the limited liability company and the conduct of those activities and affairs; and (d) the means and conditions for amending the operating agreement. (2) To the extent the operating agreement does not provide for a matter described in Subsection (1), this chapter governs the matter. (3) An operating agreement may not: (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;” official source (accessed 2026-10-01).
• Utah Code § 16-20-202(1)–(4): “(1) A certificate of organization may be amended or restated at any time, except that in accordance with Section 16-20-1103, a low-profit limited liability company shall amend the low-profit limited liability company's certificate of organization if the limited liability company ceases to be a low-profit limited liability company. (2) To amend a limited liability company's certificate of organization, a limited liability company must deliver to the division for filing an amendment stating: (a) the name of the limited liability company; (b) the date of filing of the limited liability company's initial certificate of organization; and (c) the changes the amendment makes to the certificate as most recently amended or restated. (3) To restate a limited liability company's certificate of organization, a limited liability company must deliver to the division for filing a restatement designated as such in the restatement's heading. (4) If a member of a member-managed limited liability company, or a manager of a manager-managed limited liability company, knows that any information in a filed certificate of organization was inaccurate when the certificate was filed or has become inaccurate due to changed circumstances, the member or manager shall promptly: (a) cause the certificate to be amended; or (b) if appropriate, deliver to the division for filing a statement of change under Section 16-1a-407 or a statement of correction under Section 16-1a-206.” official source (accessed 2026-10-01).
• Utah Code § 16-20-407(2)(d): “(d) An act outside the ordinary course of the activities and affairs of the limited liability company may be undertaken only with the affirmative vote or consent of all members.” official source (accessed 2026-10-01).
• Utah Code § 16-20-407(3)(a),(c)(ii): “(3) In a manager-managed limited liability company, the following rules apply: (a) Except as expressly provided in this chapter, any matter relating to the activities and affairs of the limited liability company is decided exclusively by the manager, or, if there is more than one manager, by a majority of the managers. (c) The affirmative vote or consent of all members is required to: (ii) undertake any act outside the ordinary course of the limited liability company's activities and affairs;” 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-206(1)–(3): “(1) A person may correct an entity filing if: (a) the entity filing, at the time of filing, was inaccurate; (b) the entity filing was defectively signed; or (c) the electronic transmission of the entity filing to the division was defective. (2) To correct an entity filing, a person, on behalf of which a person delivered an entity filing to the division for filing, shall deliver a statement of correction to the division for filing. (3) A statement of correction: (a) may not state a delayed effective date; (b) shall be signed by the person correcting the entity filing; (c) shall identify the entity filing to be corrected; (d) shall specify the inaccuracy or defect the statement of correction will correct; and (e) shall correct the inaccuracy or defect.” official source (accessed 2026-10-01).
• Utah Code § 16-1a-207(3)–(7): “(3) When the division files an entity filing, the division shall record the entity filing as filed on the date and time the division files the entity filing. (4) After filing an entity filing, the division shall deliver to the person making the entity filing a copy of the entity filing with an acknowledgment of the date and time of the filing. (5) If the division refuses to file an entity filing: (a) no later than 15 business days after the day on which the person making the entity filing delivers the entity filing to the division, the division shall: (i) return the entity filing to the person or notify the person of the refusal; and (ii) provide a brief explanation of the division's reason for refusing to file the entity filing; and (b) the person making the entity filing may within a time period the division specifies that may not exceed 30 days from the day on which the division provides notice under Subsection (5)(a) amend the entity filing for the division to reexamine the entity filing. (6) If the division refuses to file an entity filing after a reexamination completed in accordance with Subsection (5)(b), the person making the entity filing may appeal the division's final refusal in accordance with Title 63G, Chapter 4, Administrative Procedures Act. (7) The filing or refusal to file an entity filing does not: (a) affect the validity or invalidity of the entity filing in whole or in part; or (b) create a presumption that the information contained in the entity filing is correct or incorrect.” 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(2),(9): “(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. (9) If an annual report contains the name or address of a registered agent that differs from the information contained in the records of the division immediately before the annual report becomes effective, the differing information in the annual report is considered a statement of change under Section 16-1a-407.” official source (accessed 2026-10-01).
• Utah Code § 16-1a-302(1),(4): “(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. (4)(a) An entity may consent in a record to a person's use of a name that is not distinguishable on the records of the division from the entity's name if the name includes a term described in Subsection (3)(a). (b) If an entity consents to a person's use of a name in accordance with Subsection (4)(a), the entity is not required to change the entity's name.” 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-407(1)–(2): “(1) A represented entity may change the information the division has on file under Section 16-1a-404 by delivering to the division for filing a statement of change signed by the represented entity that states: (a) the name of the new registered agent; and (b) the information that the filing of the statement of change will amend. (2) The interest holders or governors of a domestic entity are not required to approve the filing of: (a) a statement of change under this section; or (b) a similar filing changing the registered agent or registered office, if applicable, of the entity in another jurisdiction.” official source (accessed 2026-10-01).
• Utah Code § 42-2-201(1)–(2): “(1) To register as a D.B.A., a person shall file a D.B.A. certificate that complies with Subsection (2) with the division no later than 30 days after the day on which the entity begins to carry out, conduct, or transact the entity's business. (2) A D.B.A. certificate shall: (a) state: (i) the name of the D.B.A. that complies with Section 42-2-105; (ii) the principal address under which the D.B.A. does business or will carry out, conduct, or transact business; and (iii) the true name and street address of each person that owns the D.B.A.; and (b) designate and maintain a registered agent in this state in accordance with Title 16, Chapter 1a, Part 4, Registered Agent of an Entity; and (c) be signed by: (i) each owner of the D.B.A.; or (ii) an authorized representative for an owner of the D.B.A.” official source (accessed 2026-10-01).
• Utah Division FY2026 fee schedule: “Fiscal Year 2026 Fee Schedule Effective July 1, 2025 Amendment - domestic and foreign entities $17” 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, click "File On An Existing Business". At the bottom, select filing type from the drop-down list. From the menu on the left, select "Submit a Paper Filing".” official source (accessed 2026-10-01).