16-20-201. Formation of limited liability company -- Certificate of organization.

259 words·~1 min read·/ut/title-16/chapter-20/16-20-201

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

Effective 10/1/2026

(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 16-1a-302 ;

(b)the street and mailing address of the limited liability company's principal office;

(c)the information required by Section 16-1a-404 ;

(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 16-20-903 ; 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 16-20-1001(2) , notice of the limitation on liability in accordance with Section 16-20-1002 .

(a)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 16-20-107(3) in a manner inconsistent with that section.

(b)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.

Renumbered and Amended by Chapter 93 , 2026 General Session