LLC Member Meetings, Voting, Proxies, and Written-Consent Requirements in Utah
At a glance
| Governing law, entity, member, manager, and action scope | Utah Revised Uniform LLC Act, Title 16 ch. 20; ordinary domestic LLC member voting, no-meeting action, and proxy/agent appointment. Manager decisions only as contrast (§§ 16-20-101, -407) |
|---|---|
| Operating agreement, articles, and mandatory/default hierarchy | Agreement governs internal relations, manager rights/duties, affairs and amendment; Act fills gaps. Filing, duty, good-faith, misconduct, information, action, dissolution and nonparty floors remain (§§ 16-20-107, -407) |
| Voting power: per-capita, percentage, interest, class, and group | Member-managed members have equal management rights; ordinary difference uses majority of members by headcount. Manager-managed ordinary decisions use manager/manager majority; agreement may vary the default (§ 16-20-407(1)-(3)) |
| Ordinary, extraordinary, and reserved-matter thresholds | Member-managed ordinary difference: member majority. All members for outside-course act, covered merger/exchange/conversion/domestication and agreement amendment. Manager-managed ordinary matter: manager/manager majority; same reserved member approvals (§ 16-20-407(2)-(3)) |
| Meeting call, notice, waiver, quorum, adjournment, and record date | Required member action may occur without meeting. The LLC Act states no general meeting caller, notice content/timing, waiver, quorum, adjournment, annual-meeting, location or record-date rule (§§ 16-20-107, -407(4)) |
| Remote participation, presence, and communications standard | The LLC Act states no conference-call/video, communications, remote-presence, voter-identification or retained-remote-vote standard for member meetings; no-meeting action is expressly permitted (§§ 16-20-101(22), (26), -407(4)) |
| Proxy or agent form, duration, revocation, and scope | Member may appoint proxy/other agent to vote, consent or act by signed appointing record personally or through an agent. Record/signature include electronic forms. Section states no default duration, revocation, death/incapacity, irrevocability or delivery rule (§§ 16-20-101(22), (26), -407(4)) |
| Written, electronic, counterpart, and future-effective consent | Required vote/consent may occur without meeting at its applicable threshold. Section states no consent-writing/signature, delivery, collection-period, counterpart, revocation or future-time/event mechanism; signed-record clause governs proxy appointment (§ 16-20-407(2)-(4)) |
| Nonconsenter notice, records, remedies, and transaction boundaries | No general post-action notice to nonconsenters or vote/consent retention period stated in § 16-20-407. Information rights, agreement enforcement, duties, remedies and transaction validity are separate (§§ 16-20-107, -407, -410) |
Requirements one by one
Agreement and governing act
Utah's Revised Uniform Limited Liability Company Act now appears in Title 16, Chapter 20. The operating agreement governs member and manager relations and company affairs, while the Act fills gaps. Filing, duty, good-faith, information, action, dissolution, and nonparty protections limit what an agreement may change. Utah Code § 16-20-107; 2026 S.B. 40 § 297.
Voting power and reserved actions
In a member-managed LLC, each member has equal management rights and a majority of members decides an ordinary-course difference. An outside-course act, covered merger, interest exchange, conversion or domestication, and agreement amendment require all members. In a manager-managed LLC, a manager or manager majority ordinarily decides company matters, while all members still approve those reserved actions. Utah Code § 16-20-407(1)-(3).
Meetings and remote participation
Section 16-20-407(4) expressly permits required member action without a meeting. It sets no general caller, notice, waiver, quorum, adjournment, annual-meeting, location, or record-date procedure for a meeting. It also states no conference-call, video, remote-presence, voter-identification, or retained-remote-vote rule. The operating agreement may supply procedures within statutory limits. Utah Code §§ 16-20-107, -407(4).
Proxy and agent appointment
A member may appoint a proxy or other agent to vote, consent, or otherwise act by signing an appointing record personally or through the member's agent. “Record” includes retrievable electronic information; “sign” includes an electronic symbol, sound, or process attached or logically associated with a record with intent to authenticate. Section 16-20-407(4) gives no default appointment duration, revocation, death/incapacity, irrevocability, or delivery rule. Utah Code §§ 16-20-101(22), (26), -407(4).
Action without a meeting and notice boundary
The statutory action-without-meeting permission applies to any action requiring member vote or consent under the chapter. The applicable majority or unanimity threshold still governs. The signed-record language in subsection (4) concerns appointing a proxy or agent; the section does not prescribe a separate signed consent, counterpart, collection period, future-effective consent, or post-action notice to nonconsenters. Information rights and the substantive validity of a transaction remain separate. Utah Code § 16-20-407(2)-(4); Utah Code § 16-20-410(1)-(2).
What trips people up
- The ordinary-course member majority counts members, not their economic shares. Utah Code § 16-20-407(2)(b)-(c).
- Outside-course acts need all members even when managers run ordinary affairs. Utah Code § 16-20-407(3)(c).
- An electronic-capable signed record is expressly required for the proxy appointment, not every member consent. Utah Code §§ 16-20-101(22), (26), -407(4).
Common questions
May members act without holding a meeting?
Yes. Utah Code § 16-20-407(4) permits action requiring member vote or consent without a meeting at the applicable threshold.
Can a proxy appointment be electronic?
The appointment must be in a signed record, and Utah's record and signature definitions include electronic forms. Utah Code §§ 16-20-101(22), (26), -407(4).
Statutes and sources
- Utah Code §§ 16-20-101, -107, -407, and -410; 2026 S.B. 40 § 297. Definitions, agreement limits, voting, no-meeting action, proxy appointment, information rights, and the effective date. Official enrolled S.B. 40 (accessed October 1, 2026). Brackets in the enrolled act mark deleted prior text; unbracketed replacements govern.
Source links
Every statute quoted above, linked, with the date we checked it.
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