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State of Utah Department of Commerce Division of Corporations & Commercial Code Information on Filing Articles of Organization for a Professional Limited Liability Company

This guide-sheet is not intended to substitute nor replace the advice of legal counsel. We strongly encourage you to consult with an attorney. A Professional Limited Liability Company is formed in the state of Utah by filing Articles of Organization with the Division of Corporations and Commercial Code, with the appropriate fee.

The Articles of Organization must include the following information (U.C.A. Section 48-2c-1509):

  • a.

    The limited liability company name should contain the words or abbreviation of the words "professional limited liability company" such as the letters "P.L.L.C." or "PLLC"

  • b.

    The profession and purpose or purposes for which the limited liability company is formed.

  • c.

    The street address of its registered office in the State of Utah.

  • d.

    The registered agent can be a commercial registered agent or a non-commercial registered agent. The non-commercial registered agent needs to put the name and address of the registered agent. A registered agent can be either a person or a business entity. If listing a commercial registered agent, that commercial registered agent will need to be registered with the Division of Corporations and Commercial Code

  • e.

    The name and street address of each organizer who is not a member or manager.

  • f.

    If the Professional Limited Liability Company is to be manager-managed, a statement that the company is to be managed by a manger or managers and the names and street addresses of the managers who are to serve.

  • g.

    If the Professional Limited Liability Company is to be member-managed, a statement that the company is to be managed by its members and the names and street addresses of the members who are to serve. The Professional Limited Liability Company shall at all times have at least one (1) member.

  • h.

    Any other provision, not inconsistent with law, that the members choose to include the articles of organization (U.C.A. Section 48-2c-302(4)).

  • i.

    The articles of organization shall be signed by at least one (1) organizer or one manager or, if the Professional Limited Liability Company is member-managed, by at least one (1) member (U.C.A. Section 48-2c-204).

    • *

      All members, managers, and employees must be licensed or registered by the State of Utah in order to render those

professional services. *May include members who are not licensed or registered by the state to render those professional services to the extent allowed by the applicable licensing act related to those professional services.

Additional filing requirements:

  • a.

    One (1) original or true copy of the Articles of Organization. If the filer requests a copy of the Articles of Organization an additional exact copy of the filed document along with a return-addressed envelope with adequate first-class postage must also be submitted.

  • b.

    The non-refundable processing fee of $70.00 payable to the State of Utah. (An expedited fee of $75.00 is available.)

  • c.

    You may file in person, by mail or fax. Means of payment are Visa, Mastercard, or American Express, cash, check, or money order made payable to the "State of Utah."

Under GRAMA {63-2-201}, all registration information maintained by the Division is classified as public record. For confidentiality purposes, you may use the business entity physical address rather than the residential or private address of any individual affiliated with the entity.

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