Protected and Registered Series LLC Formation Requirements in Utah

At a glance

Requirements one by one

Parent LLC and designated series

Utah Code § 16-20-1001(1) permits an operating agreement to establish or provide for the establishment of a designated series of transferable interests. A separate business purpose or investment objective depends on the agreement. The section does not prescribe a distinct public series certificate or a stand-alone statutory series vote.

Parent certificate and public notice

Section 16-20-201(2)(f) requires the parent LLC certificate to give notice if a series liability limit is contemplated. Section 16-20-1002 allows the notice before any series exists and does not require naming a particular series. For certificates or amendments filed since May 12, 2015, the notice must appear immediately after the parent name provision. Filing the certificate gives statutory notice.

Name, records, assets and liability limit

Each series name must include the parent LLC name and differ from every other series name under § 16-20-1001(1)(b). Under subsection (2), series debts are enforceable only against that series' assets, and not parent or other-series assets, if the agreement establishes the series and the liability limit, distinct records are kept, associated assets are separately held and accounted for, and the parent certificate carries the required notice. Subsection (3) lets a qualifying series hold title and contract in its own name, subject to the certificate's separate-entity terms.

Dissolution

Under § 16-20-1008(1)–(3), a series can generally dissolve and wind up without dissolving its parent, while parent dissolution also dissolves the series. The operating agreement may change the independent-series dissolution rule.

What trips people up

Section 16-20-1001(4) restricts transfers out of a series that would impair payment of existing debts without fair value, and liability assignments that impair a creditor's ability to collect when due. The statute's segregation rule depends on all five listed conditions and does not decide a particular creditor dispute.

Common questions

Does Utah require a separate filing for each series? Sections 16-20-1001–1002 prescribe operating-agreement establishment and notice in the parent certificate; they do not prescribe a distinct certificate for each series.

May a professional services company use this route? No. Section 16-20-1001(5) bars a professional services company from designating a series and bars creating one as a series.

Statutes and sources

• Utah Code § 16-20-201(2)(f): “(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.” official enacted text (accessed 2026-10-01).
• Utah Code § 16-20-1001(1): “(1)(a) An operating agreement may establish or provide for the establishment of a designated series of transferable interests having separate rights, powers, or duties with respect to specified property or obligations of the limited liability company or profits and losses associated with specified property or obligations, and, to the extent provided in the operating agreement, any such series may have a separate business purpose or investment objective. (b) The name of each series must contain the name of the limited liability company and be distinguishable from the name of any other series.” official enacted text (accessed 2026-10-01).
• Utah Code § 16-20-1001(2): “(2) Notwithstanding contrary provisions of this chapter, the debts, liabilities, and obligations incurred, contracted for, or otherwise existing with respect to a particular series shall be enforceable against the assets of that series only, and not against the assets of the limited liability company generally or any other series, if all of the following apply: (a) the series is established by or in accordance with the operating agreement; (b) separate and distinct records are maintained for the series; (c) the assets associated with the series are held and accounted for separately from the other assets of the limited liability company, including another series; (d) the operating agreement or the agreement establishing the series provides for the limitation on liabilities of the series; and (e) notice of the limitation on liability of the series is set forth in the limited liability company's certificate of organization in accordance with Section 16-20-1002.” official enacted text (accessed 2026-10-01).
• Utah Code § 16-20-1001(3): “(3) A series meeting all of the conditions of Subsection (2) shall: (a) be treated as a separate entity to the extent set forth in the certificate of organization; and (b) have the power and capacity to, in its own name, contract, hold title to property, grant liens and security interests, and sue and be sued.” official enacted text (accessed 2026-10-01).
• Utah Code § 16-20-1001(4): “(4) Notwithstanding the other provisions of this section: (a) property and assets of a series may not be transferred to the limited liability company generally or another series if the transfer impairs the ability of the series releasing the property or assets to pay its debts existing at the time of the transfer unless fair value is given to the transferring series for the property or assets transferred; and (b) a tax or other liability of the limited liability company generally or of a series may not be assigned by the series against which the tax or other liability is imposed to the limited liability company generally or to another series within the limited liability company if the assignment impairs a creditor's right and ability to fully collect an amount due when owed.” official enacted text (accessed 2026-10-01).
• Utah Code § 16-20-1001(5): “(5) Notwithstanding the other provisions of this part: (a) a professional services company may not designate a series of transferable interests; and (b) a limited liability company may not form a professional services company as a series of the limited liability company.” official enacted text (accessed 2026-10-01).
• Utah Code § 16-20-1002: “(1)(a) Notice in a limited liability company's certificate of organization of the limitation on liabilities of a series as referenced in Subsection 16-20-1001(2)(e) is sufficient for all purposes of this part whether or not the limited liability company has established a series at the time the notice is included in the certificate of organization. (b) For a certificate of organization or an amendment to a certificate of organization made to include notice of series that is filed on or after May 12, 2015, notice in a company's certificate of organization is sufficient for purposes of Subsection (1) only if the notice of series appears immediately following the provision stating the name of the company. (2) The notice of a limitation on liability of a series as referenced in Subsection 16-20-1001(2)(e) is not required to reference a specific series. (3) The filing by the division of the certificate of organization containing a notice of the limitation on liabilities of a series constitutes notice of the limitation on liabilities of the series.” official enacted text (accessed 2026-10-01).
• Utah Code § 16-20-1008(1)–(3): “(1) Except to the extent otherwise provided in the operating agreement, a series may be dissolved and its affairs wound up without causing the dissolution of the limited liability company. (2) The dissolution of a series does not affect the limitation on liabilities of the series under Section 16-20-1001. (3) A series is dissolved and its affairs shall be wound up upon the dissolution of the limited liability company under Section 16-20-701 or upon the occurrence of any of the events described in Section 16-20-701, as applied to the series.” official enacted text (accessed 2026-10-01).