Llc Operating Agreement Template Utah

SINGLE-MEMBER / MULTI-MEMBER LIMITED LIABILITY COMPANY OPERATING AGREEMENT

FOR A UTAH LIMITED LIABILITY COMPANY

DOCUMENT CONTROL

• Effective Date: [Date]
• Version: 2.1 (Utah Revised Uniform Limited Liability Company Act Compliant)
• Jurisdiction: State of Utah ([County Name] County)
• Scope: Governance, Financial Rights, Operational Protocol, and Dissolution

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OFFICIAL NOTICE / DISCLAIMER

LEGAL NOTICE: This Operating Agreement is a legal document structured to comply with the Utah Revised Uniform Limited Liability Company Act (Utah Code Title 48, Chapter 3a). Drafting, executing, or modifying this document affects legal and tax rights. Legal counsel and tax advisors should be retained prior to execution. The drafting parties disclaim all liability for direct, indirect, or consequential damages arising from the use of this template without customized legal oversight.

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PARTIES & DEFINITIONS

This Operating Agreement (the "Agreement") is entered into and made effective as of [Date], by and among the Company and each Person who is admitted to the Company as a Member.

1. "Act" refers to the Utah Revised Uniform Limited Liability Company Act, found at Utah Code Title 48, Chapter 3a, as amended from time to time.
2. "Articles of Organization" means the initial articles filed with the Utah Division of Corporations and Commercial Code to officially form [Company Name], as amended or restated from time to time.
3. "Capital Contribution" means the total amount of cash, property, or services rendered, or a promissory note or other obligation to contribute cash or property, provided to the Company by a Member.
4. "Company" means [Company Name], LLC, a Utah limited liability company.
5. "Interest" means a Member's economic rights, voting rights, and allocations of profit, loss, and distributions within the Company.
6. "Manager" means the Person(s) designated to manage the Company pursuant to Article IV of this Agreement, who may or may not be a Member.
7. "Member" means each Person executing this Agreement as an initial member, or hereafter admitted to the Company as a member in accordance with this Agreement and the Act.

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OPERATIVE CLAUSES & TERMS

ARTICLE I: COMPANY FORMATION AND NAME

1.1 Formation: The Company was formed as a limited liability company by filing the Articles of Organization with the Utah Division of Corporations and Commercial Code on [Filing Date]. 1.2 Name: The name of the Company is [Company Name], LLC. 1.3 Principal Place of Business: The principal office and place of business of the Company shall be located at [Street Address, City, State, ZIP], or such other location as the [Manager/Members] may determine. 1.4 Registered Agent: The name and address of the registered agent for service of process in the State of Utah is [Registered Agent Name], located at [Street Address, City, UT, ZIP]. 1.5 Term: The term of the Company shall be perpetual unless dissolved in accordance with the provisions of this Agreement or the Act. 1.6 Purpose: The purpose of the Company is to engage in any and all lawful acts or activities for which limited liability companies may be formed under the Act.

ARTICLE II: CAPITAL CONTRIBUTIONS & INTERESTS

2.1 Initial Capital Contributions: Each initial Member has contributed cash, property, or services to the Company in the amounts set forth in Schedule A attached hereto. 2.2 Percentage Interests: The percentage ownership interest of each Member ("Interest") is set forth in Schedule A. 2.3 Additional Capital: Members are not required to make any additional capital contributions unless unanimously agreed upon in writing. If additional capital is required, failure to contribute may result in dilution as determined by the [Manager/Members]. 2.4 Liability of Members: No Member shall be personally liable for any debts, obligations, or liabilities of the Company solely by reason of being a Member or acting as a Manager.

ARTICLE III: ALLOCATIONS AND DISTRIBUTIONS

3.1 Allocation of Profits and Losses: Net profits and net losses of the Company shall be allocated to the Members in proportion to their respective Percentage Interests set forth in Schedule A. 3.2 Distributions: Distributions of cash or other assets shall be made at such times and in such amounts as determined by the [Manager/Members], distributed pro rata based on Percentage Interests. 3.3 Withholding: The Company is authorized to withhold from distributions any amounts required by federal, state, or local tax law.

ARTICLE IV: MANAGEMENT

4.1 Management Structure: The Company shall be [Select one: Member-managed / Manager-managed]. 4.2 Authority of Managers / Members:

• If Manager-managed, [Name of Manager] is designated as the initial Manager. The Manager shall have full, exclusive, and complete authority to manage, control, and operate the business affairs of the Company.
• If Member-managed, all Members shall have the authority to bind the Company in the ordinary course of business. 4.3 Standard of Care: Managers and controlling Members shall discharge their duties in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner reasonably believed to be in the best interest of the Company.

ARTICLE V: MEMBER MEETINGS AND VOTING

5.1 Meetings: Annual meetings of the Members are not strictly required but may be held as determined by the [Manager/Members]. Special meetings may be called by any Member holding at least [Percentage, e.g., 20]% of the Interests. 5.2 Voting: Except as otherwise required by the Act or this Agreement, decisions shall require the affirmative vote of Members holding a majority ([51% or greater]) of the Percentage Interests. 5.3 Action Without a Meeting: Any action required or permitted to be taken by the Members may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all Members entitled to vote.

ARTICLE VI: TRANSFERS AND WITHDRAWALS

6.1 Restrictions on Transfer: No Member may sell, assign, transfer, pledge, or encumber ("Transfer") all or any part of their Interest without the prior written consent of [Unanimous Members / Majority Members]. 6.2 Right of First Refusal: If a Member desires to transfer their Interest, the Company and remaining Members shall have a right of first refusal to purchase the Interest under the same terms offered by a bona fide third-party purchaser. 6.3 Involuntary Transfer / Death: Upon the death, bankruptcy, or incapacity of a Member, their successor-in-interest shall hold only the economic rights associated with the Interest and shall not become a full voting Member without unanimous consent of the remaining Members.

ARTICLE VII: DISSOLUTION AND LIQUIDATION

7.1 Dissolution Events: The Company shall dissolve upon:

• The written determination of [Unanimous Members / Majority Members] to dissolve;
• The entry of a judicial decree of dissolution under Utah Code § 48-3a-708; or
• Any other event causing dissolution under the Act. 7.2 Winding Up: Upon dissolution, the Company shall cease carrying on its business, and a liquidating agent shall wind up its affairs, paying creditors first, discharging liabilities, and distributing remaining assets pro rata to Members based on Percentage Interests.

ARTICLE VIII: INDEMNIFICATION

8.1 Indemnification: The Company shall indemnify, defend, and hold harmless any Member, Manager, employee, or agent against any losses, claims, damages, or liabilities incurred in connection with the good-faith performance of their duties for the Company, to the fullest extent permitted by Utah law.

ARTICLE IX: MISCELLANEOUS PROVISIONS

9.1 Governing Law: This Agreement, and all claims or causes of action arising hereunder, shall be governed by, construed, and enforced in accordance with the laws of the State of Utah. 9.2 Amendments: This Agreement may be amended or modified only by a written instrument executed by [Unanimous Members / Majority Members]. 9.3 Severability: If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid, and the remaining provisions shall remain in full force and effect. 9.4 Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings.

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SCHEDULE A: CAPITAL CONTRIBUTIONS & PERCENTAGE INTERESTS

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EXECUTION & SIGNATURES BLOCK

IN WITNESS WHEREOF, the undersigned have executed this Operating Agreement as of the Effective Date first written above.

COMPANY:

[Company Name], LLC
a Utah Limited Liability Company

By: [Signature]
Name: [Printed Name]
Title: [Manager / Managing Member]
Date: [Date]

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MEMBERS:

Signature: [Signature]
Printed Name: [Full Legal Name / Entity Name]
Title: [Member / Authorized Representative]
Date: [Date]

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Signature: [Signature]
Printed Name: [Full Legal Name / Entity Name]
Title: [Member / Authorized Representative]
Date: [Date]

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STEP-BY-STEP EXECUTION GUIDE

1. Review and Customize: Replace all bracketed placeholders (e.g., [Company Name], [Date], [Amount]) with accurate operational and financial data. Ensure the management structure aligns with your operational realities (Member-managed vs. Manager-managed).
2. Verify Utah State Filings: Confirm that the Company has already filed its Articles of Organization with the Utah Division of Corporations and Commercial Code. If not, file the Articles of Organization prior to or concurrently with executing this Agreement.
3. Execution: All Members and the designated Manager must sign and date the Signature Block. Electronic signatures (via platforms such as DocuSign or Adobe Sign) are legally binding under Utah law (Utah Uniform Electronic Transactions Act), but wet-ink signatures are equally acceptable.
4. Schedule A Population: Ensure Schedule A accurately reflects all initial capital inputs. For non-cash contributions (equipment, intellectual property), attach a bill of sale or assignment document.
5. Record Retention (Internal Compliance): Under Utah law, limited liability companies must maintain internal books and records, including a current list of members and managers, a copy of the Articles of Organization, and executed copies of this Operating Agreement, at the Company's principal place of business. Do not file this Operating Agreement with the Utah Division of Corporations; it is an internal governance document.