Articles of Organization

During the Utah LLC formation process, articles of organization must be delivered to and filed with the Department of Commerce. State law requires that certain information be included in your articles of organization during the course of the Utah LLC formation process. This information must include:

  • The company name
  • The business purpose
  • The street address of the registered office and the name and street address of the registered agent (If you do not have a registered agent, United Agent Services can arrange to be your legal agent – see below for additional details)
  • The signature of its initial registered agent
  • A statement that the registered agent is either an individual who is a resident of Utah and a member or manager of the LLC, a member or manager of the corporation that is a member of manager of the LLC or a general partner of a general or limited partnership that is a member or manager of the LLC or an in-state or out-of-state corporation authorized to do business in Utah
  • The street address of the principal office of the LLC or a statement that the LLC’s registered office is its designated office
  • The name and street address of each organizer who is not a member or manager
  • If the company is to be manager-managed, a statement to that effect and the names and street addresses of its initial managers
  • If the company is to be member-managed, a state to that effect and the names and street addresses of its initial members

Filing

Your LLC is considered organized once an original and a duplicate copy of the articles of organization are delivered to the Department of Commerce with the proper filing fee by one or more persons over 18 years of age and the Department of Commerce determines that they are in compliance with state requirements. The Department of Commerce endorses both copies but retains the signed original and returns the duplicate copy to the LLC or its representative. The document is effective as of the day and time it is filed or if a date and time is indicated the document is effective as of delayed effective date and time. The requirements are:

  • Minimum number of Organizers: One or more persons must sign and file the articles of organization
  • Must be executed by a manager or other person delegated the right and power to manage the business and affairs of the LLC, if they have not yet been chosen then by any member of the LLC, if the members have not been established then by at least one organizer but if the LLC is in the hands of a fiduciary then by the fiduciary
  • Must be signed and indicate the capacity of the signor

Additionally, the Utah LLC formation process generally requires the inclusion and/or consideration of the following:

Duration

Although optional, if the articles do not specify duration, the LLC endures for 99 years from the date of filing.

Operating Agreement

Although not required, LLC members may adopt, by unanimous consent, an operating agreement to regulate the affairs of the company, which may also be amended and repealed as allowed by the agreement or applicable law.

Membership

A limited liability company must have one or more members. Requirements:

  • Minimum Number of Members: One or more
  • Eligibility Requirements: A member must be an individual person
  • Procedure for Membership: A member may acquire an interest in the LLC through:
    • Signing the articles of organization or operating agreement
    • Intent to become a member evidenced orally, in writing, or through contribution to the LLC and admission is reflected in the company records or otherwise acknowledged
    • An assignment of member interest, consent of all members and signature of operating agreement
    • The consent of a majority of the members in a member-managed company and signature of the operating agreement
    • A manner provided for in the articles of organization or operating agreement

Resignation of Membership

A member can resign from a LLC; however, certain prohibitions exist surrounding the ability of a member to resign from the company.

Contribution

The contributions of a member to a limited liability company may be in cash, property, or services rendered or a promissory note or other binding obligation to contribute cash or property or to perform services.