Utah Operating Agreement: What to Include (2026)
Utah does not require an LLC operating agreement, and you do not file it with the state, so it carries a $0 state cost. But under Utah Code § 48-3a-112, the operating agreement is the internal contract that governs your LLC - covering ownership, management, voting, and profit distribution. Every Utah LLC, including a single-member LLC, should adopt one in writing.
Quick Answer
- Required?
- No - not legally required, but strongly recommended
- Governing law
- Utah Revised Uniform LLC Act, Utah Code § 48-3a-112
- Filed with state?
- No - internal document; $0 state cost
- Applies to
- Single-member and multi-member Utah LLCs
- If you have none
- Title 48, Chapter 3a default rules govern the LLC
- Default management
- Member-managed unless the agreement says manager-managed (§ 48-3a-407)
Is a Utah Operating Agreement Required?
No. Utah law does not require an LLC to adopt an operating agreement, and you never file one with the state. The only document you file to create the company is the Certificate of Organization, submitted to the Utah Division of Corporations & Commercial Code for a $59 fee under Utah Code § 48-3a-201. The operating agreement is a separate, private contract that the state never reviews.
That said, the Utah Revised Uniform Limited Liability Company Act (Title 48, Chapter 3a) builds its framework around the operating agreement. Utah Code § 48-3a-112 treats it as the governing document for the internal affairs of the LLC, and anything the agreement does not address falls back to the statute's default rules. Because those defaults rarely match what owners want, adopting a written operating agreement is standard practice for a Utah LLC. For the full formation process, see how to form an LLC in Utah, and for the national overview see LLC operating agreements and what an LLC is.
What a Utah Operating Agreement Does
Under § 48-3a-112, a Utah operating agreement governs the relations among the members; the rights and duties of any manager; the activities and affairs of the company; and the means for amending the agreement itself. In short, it is the rulebook for how the business runs internally. Utah Code § 48-3a-113 adds that the LLC is bound by its operating agreement whether or not the company itself signed it, and that a person who becomes a member is deemed to assent to the agreement then in effect.
The operating agreement also lets the initial members act before the company legally exists: § 48-3a-113 allows people who intend to become the first members to make a preformation agreement that becomes the operating agreement on formation. This is why the operating agreement is often prepared in parallel with the registered agent designation and the Certificate of Organization, rather than afterward.
What to Include in a Utah Operating Agreement
Utah does not prescribe a form, but a thorough operating agreement usually covers the following. Each item either overrides a statutory default or documents a decision the members have made:
- Company basics. Legal name as filed on the Certificate of Organization, principal office, purpose, and the name of the registered agent.
- Members and ownership. Each member's name, capital contribution, and percentage (membership) interest.
- Management structure. Whether the LLC is member-managed or manager-managed, and who has authority to bind the company.
- Voting. How votes are allocated and what actions need unanimous or majority approval.
- Profit and loss allocation and distributions. How and when money is paid out to members.
- Transfers and new members. Rules for admitting members and for a member transferring an interest.
- Dissociation and buyout. What happens when a member leaves, dies, or is bought out.
- Dissolution. How the LLC winds up and distributes remaining assets, which dovetails with dissolving a Utah LLC.
Member-Managed vs. Manager-Managed
A key decision the operating agreement records is management structure. Under Utah Code § 48-3a-407, an LLC is a member-managed limited liability company by default - management is vested in the members - unless the operating agreement expressly provides that the company is manager-managed, managed by managers, or uses words of similar import. In a manager-managed LLC, the members appoint one or more managers (who may or may not be members) to run day-to-day operations.
The distinction matters for authority. Spelling out management structure avoids confusion for banks, vendors, and courts about who can sign for the company. If you elect manager management, the Certificate of Organization also identifies the management structure, so keep the two documents consistent. Consider federal tax treatment separately at S-corp vs LLC and business tax.
Single-Member vs. Multi-Member Agreements
A single-member LLC in Utah is not legally required to have an operating agreement, but one is still valuable. A short written agreement documents that the LLC is a separate legal person from its owner, which supports the liability shield if the company is ever challenged in court, and banks routinely request it to open a business account. For a single-member LLC the agreement can be brief: it names the sole member, confirms member management, and sets out how the member is paid.
A multi-member LLC needs a more detailed agreement because it must resolve questions that only arise when owners can disagree: how profits are split, how votes are counted, how disputes are broken, and what happens when a member wants out. Without those terms, the Chapter 3a defaults apply, which vest management in all members and can produce results the owners never intended. Get an EIN for the LLC in either case.
Default Rules If You Have No Operating Agreement
If a Utah LLC has no operating agreement, or the agreement is silent on a point, the default rules of the Utah Revised Uniform LLC Act (Title 48, Chapter 3a) fill the gap. Those defaults make the company member-managed under § 48-3a-407, give members governance rights under the Act, and apply the statute's standard provisions for voting, distributions, dissociation, and winding up. The defaults are designed to be reasonable for a generic LLC, not tailored to your business.
The practical risk is mismatch. For example, if two members contribute unequal capital but never document a special profit split, the statutory default may not divide profits the way the founders assumed. Writing an operating agreement replaces guesswork with the members' own terms. See the glossary for definitions of the governance terms used here.
What an Operating Agreement Cannot Override
Utah gives an operating agreement broad freedom to vary the default rules, but § 48-3a-112 sets outer limits. An operating agreement may not: eliminate the contractual obligation of good faith and fair dealing; vary the LLC's capacity under § 48-3a-105 to sue and be sued in its own name; vary the statute's requirements and procedures for registered agents or filings with the Division of Corporations; or unreasonably restrict the duty of loyalty or the duty of care.
These guardrails protect third parties and the integrity of the public record, which is why they cannot be contracted away. Within them, the members remain free to design ownership, management, voting, and economics as they see fit. A DBA or assumed name for the business is handled separately; see Utah DBA filing if you plan to operate under a different name.
Utah Does Not File Your Operating Agreement
To be clear, you do not submit the operating agreement to any Utah agency. The Division of Corporations & Commercial Code receives only the Certificate of Organization ($59) to create the LLC and the $18 annual renewal each year; neither includes the operating agreement. Keep the signed agreement with your company records, give a copy to each member, and update it whenever ownership or management changes. For the recurring filing Utah does require, see the Utah annual renewal guide and Utah LLC cost. Local permits are covered in business licenses in Utah. The document that forms the LLC is explained at Utah articles of organization and Utah certificate of formation.
Frequently Asked Questions
Is an operating agreement required in Utah?
No. Utah law does not require an LLC to adopt or file an operating agreement. But § 48-3a-112 recognizes it as the internal contract that governs the company, so nearly every Utah LLC should have one in writing. See operating agreements.
Do I file my Utah operating agreement with the state?
No. You file only the Certificate of Organization ($59) with the Utah Division of Corporations & Commercial Code. The operating agreement is a private document kept with your records; there is no state fee for it.
Does a single-member LLC in Utah need an operating agreement?
Not legally, but it is strongly recommended. It documents that the LLC is separate from its owner, which helps preserve the liability shield, and banks routinely ask to see one.
Can a Utah operating agreement be oral?
Yes. Under § 48-3a-102 it may be oral, in a record, implied, or a combination. Because oral terms are hard to prove, a signed written agreement is strongly advised.
What happens if my Utah LLC has no operating agreement?
The default rules of the Utah Revised Uniform LLC Act (Chapter 3a) govern. Under § 48-3a-407 the LLC is member-managed, and the Act's standard voting and distribution rules apply, which may not match the owners' intent.
Can an operating agreement override Utah LLC law?
Mostly. It can vary most defaults, but § 48-3a-112 bars it from eliminating good faith and fair dealing, varying registered agent rules, or unreasonably restricting the duties of loyalty and care.
Related
- LLC operating agreements (cluster hub)
- How to form an LLC in Utah
- Utah articles of organization
- Utah registered agent requirements
- How much does a Utah LLC cost?
- Utah annual renewal
- Single-member LLC
- Connecticut operating agreement (sibling)
Sources
- Utah Code - § 48-3a-112, Operating agreement - Scope, functions, and limitations.
- Utah Code - § 48-3a-113, Operating agreement - Effect on limited liability company and person becoming member; preformation agreement.
- Utah Code - § 48-3a-102, Definitions (operating agreement may be oral, in a record, or implied).
- Utah Code - § 48-3a-407, Management of limited liability company (member-managed default).
- Utah Code - § 48-3a-201, Certificate of organization.
- Utah Code - Title 48, Chapter 3a, Utah Revised Uniform Limited Liability Company Act (default rules).
- Justia - Utah Code § 48-3a-112 (annotated).
- Utah Division of Corporations & Commercial Code - Division home (Certificate of Organization; $59).
- Utah State Tax Commission - Individual income tax rates (pass-through income).
- Cornell Legal Information Institute - Operating agreement (Wex).
- Cornell Legal Information Institute - Limited liability company (LLC).
- IRS - Limited Liability Company (LLC) (federal default classification).
- IRS - Get an Employer Identification Number (free EIN).
LegalGlass provides general information for educational purposes and is not a law firm or a substitute for advice from a licensed attorney or tax professional. This is general information, not legal advice. Laws and fees change; verify current requirements with the Utah Division of Corporations & Commercial Code before acting.