Utah doesn’t require an LLC operating agreement. The catch: § 48-3a-102(16) treats oral, implied, and written agreements as equally binding, so Title 48’s defaults fill every gap a silent agreement leaves.
Choose the version that matches your Utah LLC structure.
Does a Utah LLC Need an Operating Agreement?
No. Utah forms an LLC through a Certificate of Organization, and an operating agreement is not one of the items the certificate must contain. It is an internal agreement rather than a formation filing with the Division of Corporations.
Utah also does not require the agreement to be written or notarized. Because the statute recognizes oral and implied agreements, a signature or notarization is not a condition for an arrangement to qualify as an operating agreement. A written agreement is still much easier to prove and lets the members replace many of the statutory rules that otherwise fill the gaps. See how the agreement controls internal LLC matters in Utah Code § 48-3a-112.
What Counts as an Operating Agreement Under Utah Law?
“Operating agreement” means the agreement, whether or not referred to as an operating agreement and whether oral, implied, in a record, or in any combination thereof, of all the members of a limited liability company, including a sole member, concerning the matters described in Subsection 48-3a-112(1). The term includes the agreement as amended or restated.
Utah defines an operating agreement broadly. It can consist of oral, implied, recorded, or combined terms, expressly includes a sole member, and also includes later amendments or restatements.
Utah does not limit an operating agreement to a signed document. Members can create terms through records, oral agreements, implied arrangements, or a combination of them.
The statute specifically includes a sole member in the definition, so a one-person Utah LLC can have an operating agreement even though there is no second party negotiating it.
Utah goes further in § 48-3a-113. The LLC is bound by and may enforce its operating agreement even if the company itself never separately manifested assent. A person who becomes a member is also deemed to assent to the agreement.
Utah LLC Default Rules Worth a Closer Look
Utah’s defaults can matter more than expected because several of them are based on member headcount rather than investment, while others give members rights that continue even when someone leaves. These are the provisions most worth addressing expressly in a written agreement.
An LLC is member-managed unless its operating agreement expressly says management is vested in managers. In the default structure, each member has equal management rights and ordinary-course disagreements are decided by a majority of the members.
§ 48-3a-407Before dissolution, distributions are made in equal shares among members and qualifying dissociated members unless another rule, transfer, or agreement changes the result. Contributions do not automatically set the split.
§ 48-3a-404In a member-managed LLC, acts outside the ordinary course require all members, and the operating agreement itself can be amended only with unanimous member approval unless the agreement changes the default.
§ 48-3a-407A member has the power to withdraw at any time by express will. The departure can still be wrongful if it breaches the operating agreement, and the departing member may owe damages.
§§ 48-3a-601 to 602When the LLC is manager-managed, the statutory duties of loyalty and care fall on the managers rather than ordinary members. A member does not owe a duty solely because that person is a member.
§ 48-3a-409A member-managed LLC may have to provide material information without being asked. In a manager-managed LLC, a nonmanager member generally must make a targeted written demand, and the company has 10 days to respond to that demand.
§ 48-3a-410The management distinction is especially important in Utah because manager-managed status comes from the operating agreement, not simply from an assumption that a hired manager is running the business. See Utah Code § 48-3a-407.
Utah’s equal-distribution rule, withdrawal rules, fiduciary-duty allocation, and information rights are set out separately in the current statute.
