Need corporate guidance? See the Utah corporation guide for C/S and benefit corporations.
Statutory overview
| Topic | Code cite | Why it matters |
|---|---|---|
| Core LLC Act | Title 48, Chapter 3a | Formation (§ 48-3a-201), governance, conversions, dissolution. |
| Series LLC | § 48-3a-1201 et seq. | Designated series with separate rights/powers and liability shields. |
| Low-Profit LLC | Part 13 | Allows L3C designation for impact ventures; special dissolution rules. |
| Benefit LLC | Title 48, Chapter 4 | Requires benefit statement in Articles and annual impact reporting. |
| Professional LLC | Part 11 | Licensed professions; board approvals and ownership restrictions. |
Pre-formation checklist
| Item | Attorney’s note |
|---|---|
| Entity type | LLC vs corporation vs business trust vs PLLC. Consider investors, L3C/benefit status, and whether a business trust suits fund structures. |
| Name clearance | Search Utah Business Search; reserve name (SS-401) for 120 days if needed; plan assumed names with county recording. |
| Registered agent | Utah resident or commercial agent with physical address. Consider privacy vs control. |
| Ownership/management | Member vs manager vs board-style management; document capital contributions and voting before filing. |
| Tax posture | Model default pass-through, S election, or C election alongside Utah franchise/excise tax obligations. |
| Local permits | City/county business licenses, DOPL approvals, zoning, sales tax, and industry-specific permits (alcohol, daycare, etc.). |
Professional/foreign considerations
Licensed professionals (law, medicine, engineering, architecture, CPA) often need PLLC filings and DOPL approvals before Articles are accepted. Non-U.S. owners should plan for EIN applications with ITIN, FIRPTA issues on real estate, and treaty analysis.
Formation steps & first 90 days
First 90 days
Operating agreement & series governance
- Management & voting: Outline which actions require unanimous/majority/director approval and align with SS-4270 designations.
- Economic terms: Document capital contributions, capital call mechanics, targeted capital accounts, and distribution waterfalls.
- Transfer/buy-sell: ROFR, drag/tag, redemption triggers (death, disability, bankruptcy), and valuation methods.
- Fiduciary duty modifications: Utah permits contractual duty adjustments—clarify conflict procedures for manager/director models.
- Noncompete/solicit: Tailor to Utah’s reasonableness standards; include carve-outs for passive investments.
- Series governance: Each series needs records, bank accounts, contracts, and signage; include dissolution and asset-transfer protocols.
Series & business trust notes
Series compliance
Authorize series in Articles, state liability limitations in the OA, maintain separate accounting, and pay $50 per series annually. Title insurers and lenders may still require separate LLC borrowers—plan accordingly.
L3C & benefit LLC
L3Cs must meet charitable tests and amend if they drift; benefit LLCs must include statutory language and produce annual benefit reports referencing third-party standards.
Lifecycle filings & maintenance
| Action | Form | Fee | Notes |
|---|---|---|---|
| Annual report | Online | $50/member (min $300, max $3,000) | Due 1st day of 4th month after fiscal year; $10/month late penalty. |
| Registered agent change | SS-4527 | $20 | Annual report also updates agent but adds $20 fee. |
| Amendment/restatement | SS-4287 / 4281 | $37 / $37 | File with county register for principal office changes. |
| Dissolution | SS-4249 | $20 | After tax clearance; file with county. |
| Reinstatement | SS-4243 / 771-equivalent | $54 + arrears | Need missing annual reports and F&E clearance. |
Protected series health check
- Series listed on Division of Corporations? Fees paid?
- Separate bank accounts, ledgers, insurance, and contracts maintained?
- Transfers between series documented with board/member approval?
- County real estate and UCC filings match the intended series?
Taxes & F&E
Utah imposes franchise & excise tax on most LLCs.
| Tax | Rate | Notes |
|---|---|---|
| Excise | 6.5% of net earnings | Due 15th day of 4th month; penalties 5%/mo late filing (max 25%) and 0.5%/mo late payment. |
| Franchise | 0.25% of net worth or UT property (min $100) | Applies even to disregarded entities unless they qualify for exemptions (farming, FONCE, residential holding). |
PTE elections (flow-through entity tax) apply to partnerships, S corps, and LLCs taxed as such—coordinate with your CPA on credit-for-tax-paid rules and composite returns. Single-member LLCs default to disregarded status but still owe F&E; payroll and unemployment obligations also apply.
CTA, pitfalls & attorney services
Common pitfalls
Piercing the veil: Under-capitalization, commingling, and ignoring the OA give creditors ammunition. Keep proper books and document insider deals.
Fee surprises: $50/member annual reports shock multi-member LLCs; build it into budgets or consider corporate structures for lower annual fees.
County filings: Forgetting register-of-deeds filings voids local notice—critical for real estate and lien searches.
Franchise & excise estimates: Missing estimated payments racks up penalties quickly—set reminders in the compliance calendar.
My Utah LLC packages
Formation Essentials · $525
- SS-4270 drafting/filing (state fee included up to $500) and county recording instructions.
- Standard OA tailored to member or manager management.
- EIN, VATAX registration guidance, compliance calendar.
Operating Agreement Plus · $1,050
- Custom OA with capital, buy-sell, and F&E clauses drafted personally by me.
- One-year registered agent service and banking packet.
- Local licensing checklist and 45-minute tax consult.
Series/Professional · $1,900
- Protected-series or PLLC implementation, board coordination, and DOPL filings.
- 3-year registered agent service, first annual report filing, and quarterly compliance check-ins.
- F&E planning with CPA coordination and foreign qualification strategy.
Add-ons
| Registered agent renewal | $140/year |
| Annual report filing service | $150 + state fee |
| S-corp or PTE election package | $275 |
| Foreign qualification (per state) | $495 + fees |