Is an operating agreement required for Utah LLCs?

No, Utah does not legally require LLCs to have an operating agreement. However, it's strongly recommended because without one, your LLC will be governed by Utah's default LLC laws, which may not suit your specific business needs.

Can I write my own Utah LLC operating agreement?

Yes, you can draft your own operating agreement for your Utah LLC. However, it's advisable to consult with a business attorney or use a professional template to ensure all important provisions are included and comply with Utah law.

Does a Utah LLC operating agreement need to be notarized?

No, Utah does not require LLC operating agreements to be notarized. However, all members should sign the agreement, and you may choose to notarize it for additional legal protection and to prevent disputes about signatures.

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

Without an operating agreement, your Utah LLC will be governed by the state's default LLC laws under the Utah Revised Limited Liability Company Act. This may result in management structures, profit distributions, and dissolution procedures that don't align with your business goals.

Can I amend my Utah LLC operating agreement later?

Yes, you can amend your Utah LLC operating agreement at any time, provided you follow the amendment procedures outlined in your original agreement. If no procedures are specified, Utah law generally requires unanimous consent from all members for amendments.

Utah LLC Operating Agreement Guide + Free Template

Protect your Utah LLC with a comprehensive operating agreement. Learn the requirements and get expert templates for single and multi-member LLCs.

By Edmond Hui · Last updated: January 2026

Read this guide for another state:

Affiliate disclosure: We may earn a commission at no extra cost to you.

Start your LLC with ZenBusinessOperating agreement included free with every LLC formation

State Requirements

Required By Law	No
Must Be Filed	No
Special Rules	Utah follows the Revised Uniform Limited Liability Company Act. While not required by law, an operating agreement is strongly recommended to override default state rules and provide clarity on LLC operations.

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 under Utah law.

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.

Frequently Asked Questions

Share this guide

Ready to Form Your Utah LLC?