Formation -- Certificate Of Organization And Other Filings

Utah Code tit. 16, ch. 16-20, pt. 16-20-P2

in effect

Utah Code § 16-20-201 Formation of limited liability company -- Certificate of organization.

16-20-201. Formation of limited liability company -- Certificate of organization. (1) One or more persons may act as organizers to form a limited liability company by delivering to the division for filing a certificate of organization. (2) A certificate of organization must state: (a) the name of the limited liability company, which must comply with Section 16-1a-302; (b) the street and mailing address of the limited liability company's principal office; (c) the information required by Section 16-1a-404; (d) if the limited liability company is a low-profit limited liability company, a statement that the limited liability company is a low-profit limited liability company; (e) if the limited liability company is a professional services company, the information required by Section 16-20-903; and (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. (3) (a) A certificate of organization may contain statements as to matters other than those required by Subsection (2), but may not vary or otherwise affect the provisions specified in Subsection 16-20-107(3) in a manner inconsistent with that section. (b) However, a statement in a certificate of organization is not effective as a statement of authority. (4) A limited liability company is formed when the limited liability company's certificate of organization becomes effective and at least one person becomes a member. Renumbered and Amended by Chapter 93, 2026 General Session

Utah Code § 16-20-202 Amendment or restatement of certificate of organization.

16-20-202. Amendment or restatement of certificate of organization. (1) A certificate of organization may be amended or restated at any time, except that in accordance with Section 16-20-1103, a low-profit limited liability company shall amend the low-profit limited liability company's certificate of organization if the limited liability company ceases to be a low-profit limited liability company. (2) To amend a limited liability company's certificate of organization, a limited liability company must deliver to the division for filing an amendment stating: (a) the name of the limited liability company; (b) the date of filing of the limited liability company's initial certificate of organization; and (c) the changes the amendment makes to the certificate as most recently amended or restated. (3) To restate a limited liability company's certificate of organization, a limited liability company must deliver to the division for filing a restatement designated as such in the restatement's heading. (4) If a member of a member-managed limited liability company, or a manager of a manager-managed limited liability company, knows that any information in a filed certificate of organization was inaccurate when the certificate was filed or has become inaccurate due to changed circumstances, the member or manager shall promptly: (a) cause the certificate to be amended; or (b) if appropriate, deliver to the division for filing a statement of change under Section 16-1a-407 or a statement of correction under Section 16-1a-206. Renumbered and Amended by Chapter 93, 2026 General Session

Source: Utah Office of Legislative Research and General Counsel (le.utah.gov)URL: https://le.utah.gov/xcode/Title16/Chapter20/16-20-P2.html?v=C16-20-P2_2026050620261001Fetched: 10/26/2026