Utah Limited Liability Company Certificate of Organization

Last Revised: August 13, 2019.

About this Form

A certificate of organization form, sometimes called articles of organization, is the document that one must complete and submit to the state to establish the creation of an LLC within Utah. It sets forth the name of the proposed company and contact information for its registered agent, among other details. It may include other provisions, provided that they are not inconsistent with state law. The purchased version of this form is guaranteed compliant with the laws of the state of Utah. It comes complete with instructions and filing information for creating an LLC within the state.

Accepted Filing Methods

The state accepts the filing of a certificate of organization form via U.S. mail, fax, in-person delivery, or electronically via Utah's OneStop Business Registration System for e-filing documents.

Name Availability & Requirements

The requirements for naming an LLC within the state are set forth in Utah Code § 48-3a-108. The name of the LLC must contain the words "limited liability company" or "limited company" or the abbreviation "L.L.C.", "LLC", "L.C.", or "LC". "Limited" may be abbreviated as "Ltd.", and "company" may be abbreviated as "Co.". However, if the LLC will provide services for which a professional license is required within the state of Utah, then the name of the LLC must contain the words "professional limited liability company" or the abbreviation "P.L.L.C" or "PLLC". The name must be distinguishable from those of all other entities on file with the state. It may not infringe on any active trademark or service mark registered with the state or the U.S. Patent and Trademark Office. One may search online Utah's trademark database and the USPTO's trademark database.

One may determine the availability of a proposed business name for use within the state by querying Utah's Business Entity Search database. As a general proposition, the state will consider a proposed business name available if the first two words of the name do not match the first two words of that of any other entity authorized to conduct business within the state.

Required Fees

Utah imposes a fee of $70 for the filing of a certificate of organization form.

Statutory Authority & Requirements

The statutory authority for an LLC within the state is the Utah Revised Uniform Limited Liability Company Act (Utah Code § 48-3a-101 et seq.).

The statutory requirements for a valid certificate of organization filing are codified in Utah Code § 48-3a-201. The text of the statute reads as follows:

§ 48-3a-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 48-3a-108;
(b) the street and mailing address of the limited liability company's principal office;
(c) the information required by Subsection 16-17-203(1);
(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 48-3a-1103; 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 48-3a-1201(2), notice of the limitation on liability in accordance with Section 48-3a-1202.
(3) 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 48-3a-112(3) in a manner inconsistent with that section. 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.