Effective 10/1/2026
16-20-201 Formation of limited liability company -- Certificate of organization.
(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.
(3)
(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