Operating Agreement Template Utah

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

FOR

[COMPANY NAME], LLC

A Utah Limited Liability Company

DOCUMENT CONTROL

• Effective Date: [Effective Date, e.g., January 1, 2024]
• Version: 1.0 (Production-Ready)
• Jurisdiction / Scope: State of Utah (Utah Revised Uniform Limited Liability Company Act, Utah Code Title 48, Chapter 3a)

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SECTION 1: OFFICIAL NOTICE & LEGAL DISCLAIMER

LEGAL COUNSEL DISCLAIMER: This Limited Liability Company Operating Agreement is drafted for general informational and transactional use pursuant to the laws of the State of Utah. This document creates significant legal and financial obligations. The Members acknowledge that drafting legal counsel has provided this template as an operational structure and strongly advises consultation with independent legal counsel, certified public accountants, and tax professionals prior to execution to ensure alignment with specific corporate, tax, and liability strategies.

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SECTION 2: PARTIES & DEFINITIONS

2.1 Identification of Parties

This Limited Liability Company Operating Agreement (the "Agreement") is entered into and made effective as of the date first written above, by and among the Company ([Company Name], LLC) and the persons executing this Agreement as Members listed on Exhibit A attached hereto.

2.2 Definitions

For purposes of this Agreement, unless the context otherwise requires, the following terms shall have the meanings specified below:

• "Act" means the Utah Revised Uniform Limited Liability Company Act, Utah Code Title 48, Chapter 3a, as amended from time to time.
• "Articles of Organization" means the Articles of Organization of the Company filed with the Utah Division of Corporations and Commercial Code, as amended or restated from time to time.
• "Capital Contribution" means the total amount of cash, property, or services contributed or agreed to be contributed to the Company by a Member pursuant to Section 5 of this Agreement.
• "Company" means [Company Name], LLC, a Utah limited liability company.
• "Interest" or "Membership Interest" means a Member’s share of the profits and losses of the Company, the right to receive distributions of Company assets, and voting rights, as specified on Exhibit A.
• "Manager" means any person designated as a manager of the Company pursuant to Section 6, whether one or more.
• "Member" means each person who is an initial member of the Company or who is admitted as a member pursuant to this Agreement, designated on Exhibit A, and who has not ceased to be a member.

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SECTION 3: FORMATION, NAME, AND PRINCIPAL PLACE OF BUSINESS

3.1 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 [Date of Filing], in accordance with the Act.

3.2 Name

The name of the Company is [Company Name], LLC.

3.3 Principal Place of Business

The principal place of business and office of the Company shall be located at: [Street Address, City, State, Zip Code] The Company may maintain such other offices as the Members or Manager(s) may designate from time to time.

3.4 Registered Agent

The name and address of the registered agent for service of process in the State of Utah is:

• Name: [Registered Agent Name]
• Address: [Street Address, City, UT Zip Code]

3.5 Term

The term of the Company shall be perpetual unless dissolved in accordance with the provisions of this Agreement or the Act.

3.6 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.

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SECTION 4: RIGHTS AND DUTIES OF MEMBERS

4.1 Management Structure

• [ ] Option 1 (Member-Managed): The Company shall be managed by its Members. The Members shall have the sole and exclusive authority to manage, control, and operate the business affairs of the Company.
• [ ] Option 2 (Manager-Managed): The Company shall be managed by one or more Managers. The management of the Company is vested exclusively in the Manager(s) designated in Section 6.

4.2 Voting Rights

Except as otherwise provided in this Agreement or by the Act, each Member shall be entitled to cast votes equal to their respective Percentage Interest as set forth on Exhibit A on any matter requiring the vote or approval of the Members.

4.3 Liability of Members

No Member or Manager shall be personally liable for any debt, obligation, or liability of the Company solely by reason of being a member or acting as a manager, whether arising in contract, tort, or otherwise.

4.4 Meetings of Members

• Annual Meeting: An annual meeting of the Members shall be held at a time and place determined by the Members/Manager(s) for the purpose of transacting such business as may come before the meeting.
• Special Meetings: Special meetings of the Members may be called by any Manager or by Members holding not less than [Percentage, e.g., 20] percent of the voting interests of the Company.
• Notice: Written notice stating the place, day, and hour of any meeting and the purpose for which the meeting is called shall be delivered not less than ten (10) nor more than fifty (50) days before the date of the meeting.

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SECTION 5: CAPITAL CONTRIBUTIONS AND ACCOUNTS

5.1 Initial Capital Contributions

Each Member has contributed, or shall contribute upon execution of this Agreement, cash, property, or services in the amounts and values set forth on Exhibit A.

5.2 Additional Capital

Members shall not be required to make any additional capital contributions unless unanimously agreed upon in writing by all Members. If additional capital is required and approved, Members shall be given a reasonable opportunity to contribute their pro-rata share.

5.3 Capital Accounts

A separate capital account shall be maintained for each Member in accordance with U.S. Treasury Regulation Section 1.704-1(b)(2)four.

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SECTION 6: MANAGEMENT (APPLICABLE IF MANAGER-MANAGED)

6.1 Appointment of Manager(s)

The initial Manager(s) of the Company shall be:

• Name: [Manager Full Legal Name]
• Address: [Street Address, City, State, Zip Code]

6.2 Authority of Managers

The Manager(s) shall have full, exclusive, and complete authority to manage and control the daily business, operations, and affairs of the Company, subject to the limitations set forth in this Agreement and the Act.

6.3 Removal and Replacement

Any Manager may be removed, with or without cause, by the affirmative vote of Members holding a majority of the Percentage Interests. A vacancy in the position of Manager shall be filled by vote of the Members.

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SECTION 7: ALLOCATIONS AND DISTRIBUTIONS

7.1 Allocation of Profits and Losses

All net profits and net losses of the Company shall be allocated among the Members in proportion to their respective Percentage Interests as set forth on Exhibit A.

7.2 Distributions

Distributions of cash or other assets shall be made at such times and in such amounts as determined by the Members or Manager(s), allocated pro-rata in accordance with the Members' respective Percentage Interests.

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SECTION 8: TRANSFERS AND WITHDRAWALS

8.1 Transfer Restrictions (Right of First Refusal)

No Member may sell, assign, transfer, pledge, hypothecate, or otherwise encumber or dispose of all or any part of their Membership Interest without the prior written consent of Members holding a majority of the remaining Percentage Interests.

8.2 Death, Disability, or Dissolution of a Member

Upon the death, legal incapacity, bankruptcy, or dissolution of a Member, such Member's legal representative, executor, or trustee may exercise all rights of the Member for the purpose of settling their estate or administering their property, subject to the transfer restrictions herein.

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SECTION 9: DISSOLUTION, LIQUIDATION, AND TERMINATION

9.1 Events of Dissolution

The Company shall dissolve upon the occurrence of any of the following:

1. The written determination of all Members to dissolve the Company.
2. The entry of a judicial decree of dissolution under Utah Code § 48-3a-708.
3. Any other event causing dissolution under the Act not effectively waived.

9.2 Liquidation

Upon dissolution, the Company shall wind up its affairs. Assets shall be distributed in the following order of priority:

1. To creditors, including Members who are creditors, to the extent permitted by law.
2. To establish reserves reasonably necessary for contingent liabilities.
3. To Members in proportion to their positive capital account balances.

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SECTION 10: MISCELLANEOUS PROVISIONS

10.1 Governing Law

This Agreement, and all claims or causes of action arising out of or relating to this Agreement, shall be governed by, construed, and enforced in accordance with the internal laws of the State of Utah, specifically the Act, without regard to its conflict of laws principles.

10.2 Amendments

This Agreement may be amended, modified, or changed only through a written instrument executed by all Members.

10.3 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 enforceable, and the remaining provisions shall remain in full force and effect.

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SECTION 11: EXECUTION & SIGNATURES BLOCK

IN WITNESS WHEREOF, the parties hereto have executed or caused to be executed this Limited Liability Company Operating Agreement as of the Effective Date first written above.

COMPANY: [COMPANY NAME], LLC

By: [Signature]
Printed Name: [Authorized Representative Name]
Title: [Title, e.g., Managing Member / Manager]
Date: [Date]

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MEMBER 1:

Signature: [Signature]
Printed Name: [Full Legal Name]
Title: [Member / Managing Member]
Percentage Interest: [XX.XX]%
Capital Contribution: [$ Amount]
Date: [Date]

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MEMBER 2:

Signature: [Signature]
Printed Name: [Full Legal Name]
Title: [Member]
Percentage Interest: [XX.XX]%
Capital Contribution: [$ Amount]
Date: [Date]

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(Attach additional signature blocks as necessary for additional members)

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EXHIBIT A: SCHEDULE OF MEMBERS AND CAPITAL CONTRIBUTIONS

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SECTION 12: STEP-BY-STEP EXECUTION GUIDE

1. Review & Customization: Replace all bracketed placeholder text (e.g., [Company Name], [Percentage Interest]) with verified factual data matching your corporate formation filings.
2. State Verification: Ensure the company name matches the exact spelling and designator (LLC) registered with the Utah Division of Corporations and Commercial Code.
3. Execution: Have all Members and authorized Managers sign and date the Execution & Signatures Block. Ensure that initial Capital Contributions listed on Exhibit A align with actual transfers of funds or property.
4. Record Retention: Retain a fully executed original copy of this Agreement, along with Exhibit A, at the Company's principal place of business. This document does not need to be filed with the Utah Division of Corporations, but must be kept internally and made available for review upon lawful demand.
5. Periodic Review: Review this Agreement annually or upon any material change in ownership, capital structure, or operational management.