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Utah Multi-Member LLC Operating Agreement Form

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The Utah multi-member LLC operating agreement is a legal document that is for use, specifically by companies that have more than one (1) contributing, managing member. The members would use the document to agree upon various aspects of the company’s policies and procedures among other important processes.

It is not a requirement of the state, that the company implement the document prior to having the ability to do business inside of the state. This said, the members must seriously consider completion and filing of this document, inasmuch as without the implementation of the document, the members could place their private assets in a vulnerable position if the company would be faced with litigious claims against them. Once the document is completed and filed with the state the members’ assets are immediately protected. The company will remain liable to pay claims against the company if necessary. The completed form will also allow beneficial tax options once the document is filed.

The members may wish to preview the document prior to completion and filing. If the members aren’t confident in their understanding, they may choose to consult with an attorney for assistance.

How to Write

Step 1 – After the document has been downloaded, provide the company name in the field available at the top of the document

Step 2 –  The Agreement – Enter the following:

  • An effective date of the document – mm/dd/yy format
  • Names of all members

Step 3 – The Company – Submit:

Formation –

  • The commencement date of the agreement in mm/dd/yyyy format
  • The company name
  • The name to be used while conducting the principal business

Name – Submit:

  • The business name that will be used to conduct the company business
  • Purpose – Review

Office –

  • Enter the address that will be maintained as a company location, while the principal of the business is maintained

Registered Agent – Provide the following information:

  • The name of the agent who was initially registered with the company
  • The registered address of the office

Term –

  • Enter the date of commencement of the agreement in mm/dd/yy format

Review the titles:

  • Names and Addresses of Members
  • Admission of Additional Members

Step 4 – Titled Sections and Subsections– The members must read the following:

  • Capital Contributions – subsections 2.1 through 2.3
  • Allocations of Profits and Losses; Distributions – subsections 3.1 through 3.3
  • Indemnification
  • Powers and Duties of Managers, Section 5.1  – subsections 5.1.1 through 5.3
  • Salaries, Reimbursement and Payment of Expenses – subsections 6.1 through 6.3
  • Books of Account, Accounting Reports, Tax Returns, Fiscal Year, Banking 7.1 through 7.4
  • Transfer of Membership Interest – 8.1 and 8.2 (read subsections 8.2.1 through 8.2.5) – and 8.4 (subsection 8.4.1) – 8.5 (read all of the subsections 8.5.1 through 8.5.5)
  • Dissolution – Review 9.1  (review subsections 9.1.1 through 9.1.4), also 9.2 (subsections 9.2.1 through 9.2.3)

Step 5 – General Provisions – Review the information contained within the following:

  • Amendments
  • Governing Law
  • Entire Agreement; Modification
  • Attorney Fees
  • Further Effect
  • Severability
  • Captions
  • Notices

Step 6 – Additional Documents, Member’s Signatures and Notarizations– All signatures must be applied in the presence of a notary:

  • Members must enter their printed or typed names
  • Members must enter their individual signatures

Listing of Members – Schedule 1 – Enter:

  • The name of the company
  • The date that the list will be effective, in dd/mm/yy format
  • The member’s name
  • Members addresses
  • Print or type all members names
  • The members’ signatures

Listing of Capital Contributions -Schedule 2 – Provide the following:

  • The company name, at the top of the document
  • Members names (respective)
  • Member’s contributions
  • Members percentages of interest
  • Date all member’s signatures in dd/mm/yy
  • Print or type the names of all members
  • Member’s signatures

Listing of Valuation of Members Interest – Schedule 3 –Enter the following:

  • The company’s name
  • Member’s names
  • The member’s Valuation Endorsement amount
  • The date of the members signatures in dd/m/yy format
  • Date the member’s signatures
  • Signatures must be entered in the presence of a notary public

Step 7 – Notarization –

Once the document is completed by all members and the notary has witnessed and all signatures, the notary public will complete the needed information to acknowledge the member’s signatures. The notary will affix the notary seal

Members must retain a copy of the document in their personal records.


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