Is an operating agreement required for Utah LLCs?

This page has not confirmed whether Utah law requires an LLC to have an operating agreement, so it does not answer yes or no. A written agreement signed by every member is worth having either way. It records who owns what share of the LLC, who makes decisions, and how profits are divided. To learn what Utah requires, check the website of the state agency that registers LLCs in Utah, or ask a business attorney licensed in Utah.

Can I write my own Utah LLC operating agreement?

Yes, you can write your own Utah LLC operating agreement. It should cover each member's ownership share, voting rights, how profits are divided and how the LLC is closed down, because the default rules in Utah's LLC law can apply where the agreement is silent. Read the guidance for LLCs on the website of the state agency that registers them in Utah, and consider having a business attorney licensed in Utah review your draft before the members sign it.

Does a Utah LLC operating agreement need to be notarized?

This page has not confirmed whether Utah law asks for an operating agreement to be notarized. Have every member sign and date it and keep it with the LLC's records. A bank or lender may ask for notarized signatures, so ask before you sign.

What happens if my Utah LLC doesn't have an operating agreement?

Without an operating agreement, members have no written terms to settle a disagreement. Where the members have no agreement on a point, the default rules in Utah's LLC law can apply instead. Read the guidance for LLCs on the website of the state agency that registers them in Utah before you draft the agreement.

Can I amend my Utah LLC operating agreement later?

Yes. An operating agreement can be changed by following the amendment procedure it sets out, such as a vote or the written consent of the members it names. If the agreement says nothing about amendments, the default rules in Utah's LLC law can apply, so check them, or ask a Utah business attorney, before you change a term. Put each amendment in writing, have the members sign it, and keep it with the agreement. To amend the LLC's Certificate of Organization on file with the state, Utah uses a separate filing, the Amendment to the certificate of organization.

Utah LLC Operating Agreement: What to Include

What to put in an operating agreement for your Utah LLC, and how single-member and multi-member agreements differ.

By Edmond Hui · Last updated: October 2026

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Key sections of a Utah LLC operating agreement, listing the 7 provisions the document should cover. — What a Utah operating agreement should contain, section by section. Source: Utah Division of Corporations and Commercial Code.

State Requirements

Special Rules

Utah follows the Revised Uniform Limited Liability Company Act. A written agreement lets the members set their own terms; where it is silent, the default rules in Utah's LLC law can apply.

What to Include in Your Operating Agreement

Ownership & membership

Define each member's ownership percentage, capital contributions, and membership interests. This section establishes who owns what portion of your Utah LLC and their financial stake.

Management structure

Specify whether your LLC is member-managed or manager-managed, and outline the roles and responsibilities of managers or managing members. Utah law allows flexibility in management structure.

Voting rights

Establish voting procedures for major decisions, including what constitutes a quorum and what percentage of votes is needed for different types of decisions affecting the LLC.

Profit/loss allocation

Detail how profits and losses will be distributed among members, which may differ from ownership percentages. This affects both tax reporting and member compensation.

Member duties

Outline the responsibilities, obligations, and restrictions for LLC members, including any non-compete clauses or duties of loyalty specific to your Utah business.

Dissolution process

Define the circumstances that trigger LLC dissolution and the procedures for winding up the business, distributing assets, and handling final obligations.

Amendment procedures

Establish how the operating agreement can be modified in the future, including required approvals and documentation procedures to ensure changes are properly executed.

Read this guide for another state:

Frequently Asked Questions

: This page has not confirmed whether Utah law requires an LLC to have an operating agreement, so it does not answer yes or no. A written agreement signed by every member is worth having either way. It records who owns what share of the LLC, who makes decisions, and how profits are divided. To learn what Utah requires, check the website of the state agency that registers LLCs in Utah, or ask a business attorney licensed in Utah.
: Yes, you can write your own Utah LLC operating agreement. It should cover each member's ownership share, voting rights, how profits are divided and how the LLC is closed down, because the default rules in Utah's LLC law can apply where the agreement is silent. Read the guidance for LLCs on the website of the state agency that registers them in Utah, and consider having a business attorney licensed in Utah review your draft before the members sign it.
: This page has not confirmed whether Utah law asks for an operating agreement to be notarized. Have every member sign and date it and keep it with the LLC's records. A bank or lender may ask for notarized signatures, so ask before you sign.
: Without an operating agreement, members have no written terms to settle a disagreement. Where the members have no agreement on a point, the default rules in Utah's LLC law can apply instead. Read the guidance for LLCs on the website of the state agency that registers them in Utah before you draft the agreement.
: Yes. An operating agreement can be changed by following the amendment procedure it sets out, such as a vote or the written consent of the members it names. If the agreement says nothing about amendments, the default rules in Utah's LLC law can apply, so check them, or ask a Utah business attorney, before you change a term. Put each amendment in writing, have the members sign it, and keep it with the agreement. To amend the LLC's Certificate of Organization on file with the state, Utah uses a separate filing, the Amendment to the certificate of organization.

Sources

2 documents

Each entry below is a document recorded in our verified Utah sources, and each entry says what the document is. Some statutory text is read from an accurate mirror rather than from the state's own host, and those say so. Where we hold the citation but no stable public link, the citation is printed on its own rather than pointed at a guessed address.

Utah statute: Utah Code § 48-3a-101 et seq. (LLC Act)
commerce.utah.gov/corporations/Utah Division of Corporations and Commercial Code: business entity filings

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Edmond Hui · Founder, MyStateLLC

Edmond Hui is a software engineer and serial entrepreneur based in New York who has founded multiple online businesses across e-commerce, media, and information publishing. Before transitioning into tech, he spent years as a commercial real estate professional closing deals totaling over 100,000 square feet, giving him firsthand experience with business formation and entity structuring. He built MyStateLLC to provide the free, state-specific LLC guidance he wished existed when forming his own companies.

How we check facts

State Requirements

What to Include in Your Operating Agreement

Ownership & membership

Management structure

Voting rights

Profit/loss allocation

Member duties

Dissolution process

Amendment procedures

Frequently Asked Questions

Sources

More for Utah LLCs

Start and set up

Taxes, money and growth

Stay compliant

Operate in other states

Compare structures

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Ready to Form Your Utah LLC?

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