2025 Utah Code
Title 48 - Unincorporated Business Entity Act
Chapter 3a - Utah Revised Uniform Limited Liability Company Act
Part 2 - Formation -- Certificate of Organization and Other Filings
Section 201 - Formation of limited liability company -- Certificate of organization.

Universal Citation:
UT Code § 48-3a-201 (2025)
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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.


Enacted by Chapter 412, 2013 General Session
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