Utah: LLC Operating Agreement Requirements
The short answer
Utah does not require an ordinary domestic LLC to adopt an operating agreement. If used, it may be oral, implied, in a record, or combined, including for a sole member. Until changed by agreement, the LLC is member-managed with equal management rights, member-majority ordinary decisions, unanimity for outside-course acts and amendments, equal interim distributions, unanimous later admission, and economic-only transfers. These rules are in Title 48, Chapter 3a through September 30, 2026; enacted SB 40 recodifies them in Title 16, Chapter 20 on 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 document name | Utah Revised Uniform Limited Liability Company Act; current Utah Code Title 48, Chapter 3a; 'operating agreement' (§§ 48-3a-101, -102(16)). Effective October 1, 2026: Title 16, Chapter 20 (§ 16-20-101(16)) |
|---|---|
| Required or optional | Optional; the agreement governs covered internal matters, and Chapter 3a supplies the fallback for anything it does not address (§ 48-3a-112(1)-(2)) |
| Permitted form and signatures | Oral, implied, in a record, or combined; includes a sole member. Chapter 3a states no general agreement-level signature, witness, acknowledgment, or notary formality (§ 48-3a-102(16)) |
| Adoption timing and effect | Prospective initial members, including one prospective sole member, may set terms before formation; those terms become the agreement when the LLC forms. No general adoption deadline (§§ 48-3a-113(3), -201(4)) |
| Single member and assent | Sole-member terms are expressly recognized; the LLC is bound without separate assent, and each person who becomes a member is deemed to assent (§§ 48-3a-102(16), -113) |
| Management and authority defaults | Member-managed unless the agreement uses manager-management language; equal rights, member-majority ordinary decisions, and unanimity outside the ordinary course. Membership alone creates no agency; a filed statement may grant or limit outsider-facing authority (§§ 48-3a-301-.302, -407) |
| Voting, economic, and transfer defaults | Per-capita management rights; equal interim distributions; later admission generally requires all members. A transfer gives distributions, not management or ordinary information rights (§§ 48-3a-401(3), -404(1), -407(2)-(3), -502(1)-(2)) |
| Nonwaivable rules and duties | Good faith cannot be eliminated; loyalty, care, and other fiduciary duties may be tailored only within the Act's unconscionability, public-policy, bad-faith, willful-misconduct, recklessness, and knowing-violation limits. Information, member-action, dissolution, winding-up, filing, and nonparty protections remain (§§ 48-3a-112(3)-(5), -409-.410, -701(4)-(5)) |
| Amendment, filing, and records | Default amendment requires every member; protected outsider approvals and conditions remain effective. The agreement is an internal record rather than the formation filing; it prevails internally over a conflicting effective filing, while a reasonably relying outsider may use the filing. Information access may carry reasonable restrictions (§§ 48-3a-114(1), (4), -201, -407(2)(f), (3)(c)(iii), -410) |
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Requirements one by one
Current law and the October 2026 recodification
Utah Code § 48-3a-101 currently names the Utah Revised Uniform Limited Liability
Company Act. Section 48-3a-102(16) uses “operating agreement” for the members'
internal agreement, including a sole member's terms.
Enacted 2026 SB 40 moves the Act to Title 16, Chapter 20 on October 1, 2026. For
example, the definition moves to § 16-20-101(16), the agreement limits to
§ 16-20-107, the assent rule to § 16-20-108, and the management default to
§ 16-20-407. This page uses the Title 48 citations that govern through September
30 and identifies the future change separately.
Required or optional
An agreement is optional. Utah Code § 48-3a-112(1) lets the agreement govern
internal relations, manager duties, company activities and affairs, and its own
amendment method. Subsection (2) makes Chapter 3a the fallback when the agreement
does not address a covered matter.
Permitted form and signatures
Utah Code § 48-3a-102(16) expressly recognizes oral, implied, record-form, and
combined agreements. It also includes a sole member. Chapter 3a states no general
agreement-level signature, witness, acknowledgment, or notarization requirement.
A separate law can still require a signed or recorded instrument for a particular
promise, asset, or transaction.
Adoption timing and effect
Utah Code § 48-3a-113(3) permits prospective initial members to agree before
formation and permits one prospective sole member to assent to terms. The terms
become the operating agreement upon formation. Section 48-3a-201(4) separately
makes formation occur when the certificate becomes effective and at least one
person becomes a member. The Act sets no general later-adoption deadline.
Single member and assent
The definition expressly includes a sole member. Utah Code § 48-3a-113 also binds
the LLC without separately manifested assent and deems each person who becomes a
member to assent to the agreement.
Management and authority defaults
Utah Code § 48-3a-407 defaults to member management unless the agreement uses
manager-management language or words of similar import. Members have equal
management rights; a majority of members resolves an ordinary-course difference,
while every member must approve an outside-course act. In a manager-managed LLC,
the manager or manager majority handles company matters, but all members still
default to approving outside-course acts and agreement amendments.
Internal management does not itself establish outsider authority. Utah Code
§ 48-3a-301 says membership alone creates no agency. Section 48-3a-302 provides a
separate filed statement through which a position's or person's authority may be
granted or limited as to nonmembers.
Voting, economic, and transfer defaults
The management default counts people, not percentage interests. Utah Code
§ 48-3a-407 gives equal rights and uses a member majority for ordinary-course
differences. Section 48-3a-404 separately defaults interim distributions to equal
shares.
Utah Code § 48-3a-401(3) generally requires all-member consent for a later member
unless the agreement or a covered transaction supplies another route. Section
48-3a-502 makes an ordinary transfer economic only: the transferee receives the
transferor's distributions but not automatic management or ordinary information
rights.
Nonwaivable rules and duties
Utah Code § 48-3a-112 preserves the contractual obligation of good faith and bars
exoneration for bad faith, willful misconduct, or recklessness. Loyalty, care, and
other fiduciary duties may be altered only through the specific statutory routes
and within the unconscionability, public-policy, intentional-misconduct, and
knowing-violation limits.
The agreement also cannot unreasonably restrict § 48-3a-410 information rights or
member actions, vary the protected judicial-dissolution grounds, or generally
restrict a nonmember's statutory rights. Section 48-3a-701 preserves court
dissolution for unlawful or impracticable operation and for illegal, fraudulent,
or directly harmful oppressive control conduct.
Amendment, filing, and records
Utah Code § 48-3a-407 defaults agreement amendment to every member's approval in
both management forms. Section 48-3a-114(1) also enforces any outsider approval or
condition the agreement requires.
The public formation record is the certificate of organization, not the operating
agreement. Under § 48-3a-114(4), the agreement prevails internally over a
conflicting effective filing, while a noncovered outsider may rely reasonably on
the public record. Section 48-3a-410 provides member and manager information
rights and permits reasonable access and use restrictions, with the LLC bearing
the burden of proving reasonableness.
What trips people up
- Equal management and equal interim distributions are separate Utah defaults;
a percentage schedule changes them only if the agreement says so. - Membership alone creates no agency, even in a member-managed LLC.
- Title 48 is still current on July 28, 2026; Title 16 becomes operative October
1, 2026.
Common questions
Can a Utah LLC have an oral operating agreement?
Yes. Utah Code § 48-3a-102(16) expressly includes oral and implied agreements.
Does a later member need to sign the agreement?
Chapter 3a has no general signature requirement. Utah Code § 48-3a-113(2) deems a
person who becomes a member to assent.
Does transferring an interest transfer voting rights?
Not by itself. Utah Code § 48-3a-502 gives the transferee distributions but not
automatic management or ordinary information rights.
Statutes and sources
- Utah Code §§ 48-3a-101, -102(16) — current Act name and operating-agreement
definition.
https://web.archive.org/web/20251231000000id_/https://le.utah.gov/xcode/Title48/Chapter3A/C48-3a_1800010118000101.pdf
(accessed 2026-07-28) - Utah Code § 48-3a-112(1)-(3) and Utah Code § 48-3a-112(4)-(5) —
agreement scope, statutory fallback, nonwaivable rules, and permitted duty
tailoring. Same official archived chapter PDF (accessed 2026-07-28). - Utah Code § 48-3a-113 — LLC binding effect, deemed assent, and
preformation terms. Same official archived chapter PDF (accessed 2026-07-28). - Utah Code §§ 48-3a-114(1), (4), -201(1), (4) — protected amendment
conditions, filed-record conflicts, and formation. Same official archived
chapter PDF (accessed 2026-07-28). - Utah Code §§ 48-3a-301, -302(1), (3) — no agency from membership and filed
authority statements. Same official archived chapter PDF (accessed
2026-07-28). - Utah Code §§ 48-3a-401(3), -404(1) — later-member admission and equal
interim distributions. Same official archived chapter PDF (accessed
2026-07-28). - Utah Code § 48-3a-407(1)-(3) — management, voting, outside-course, and
amendment defaults. Same official archived chapter PDF (accessed 2026-07-28). - Utah Code §§ 48-3a-409(1)-(4), (9), -410(9) — conduct standards, good
faith, and reasonable information restrictions. Same official archived
chapter PDF (accessed 2026-07-28). - Utah Code § 48-3a-502(1)-(2) — economic-only transfer default. Same
official archived chapter PDF (accessed 2026-07-28). - Utah Code § 48-3a-701(1), (4)-(5) — agreement-specified and protected
judicial-dissolution grounds. Same official archived chapter PDF (accessed
2026-07-28). - 2026 Utah SB 40 (Chapter 93) — October 1, 2026 Title 16 recodification and
official section mapping.
https://le.utah.gov/Session/2026/bills/enrolled/SB0040.pdf (accessed
2026-07-28)
Source links
Every statute quoted above, linked, with the date we checked it.
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