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Incorporation

Utah LLC Documents: Use 16-20-107, Not 16-20-112

A first-time founder can fix stale LLC citations with a short checklist, without treating the recodification as a company event.

Illustration: Utah LLC Documents: Use 16-20-107, Not 16-20-112

You're about to file your first Utah LLC, and the template in front of you cites 16-20-112. Part 1 of the new Utah LLC chapter spans sections 16-20-101 through 16-20-111, leaving no section 16-20-112. The October 1, 2026 renumbering did not change a Utah LLC's entity status, dissolve the company, or require a state filing.

The recodification changes citations, not the company

As of October 1, 2026, the Utah LLC statute sits in Title 16 Chapter 20 rather than Title 48 Chapter 3a. With the October 1, 2026 recodification, Title 16 was made the business entities title, and Chapter 1a assumed the common procedures for filings, names, registered agents, annual reports, dissolutions, and mergers. A template that still points to the old chapter is stale, but the company itself is not stale.

The operating-agreement section shifted by five, from 48-3a-112 to 16-20-107, because one section was removed and four sections were relocated. A document that cites a section the current chapter does not contain is a template error, not a company event. Search the whole file, not just the first page, because the old number can hide in the body, the signature block, or the exhibit.

The current numbers belong in the documents that matter

Run this checklist before you sign the operating agreement, file the certificate, or send documents to a bank. Each item is a search-and-replace check, not a legal opinion. Replace only the citation; do not rewrite the business terms unless you want to change them.

Start with the operating agreement. Search for the old operating-agreement number. Replace it with the current one. Then search for the missing number. Delete it if it appears. Do the same in the certificate draft, the bank resolution, and any member letter you plan to send. Make a new file name. Keep the old template in a separate folder so you do not send it by accident. Check the file one more time before you send it.

  • Operating agreement: cite 16-20-107; 16-20-112 is not a valid section.
  • Certificate of organization: use 16-20-201, then follow its pointers to 16-1a-302 for name rules and 16-1a-404 for registered-agent details.
  • Delete stale 48-3a-112 citations.
  • Add a one-line successor clause for a new member or manager.

The operating-agreement item matters because that document is where your members will look for the rule that governs their company. The successor clause is the small addition that keeps the document usable when a person leaves, a new person joins, or a manager changes.

The certificate item is the one that trips people up because the filing points to shared rules. A template that still carries an old name section or an old agent section can make the filing look incomplete. Fix the pointer, then read the certificate once more before you submit it.

The checklist belongs next to the filing

Do not wait until the state returns a question. Do not let a template carry a stale section into your first bank account, first invoice, or first investor packet. A few minutes of citation checking avoids a later rewrite.

Keep a copy of the checklist in the same folder as the signed operating agreement. A bank, accountant, or future investor may ask which section governs the operating agreement; point to the current number without reviewing an old template. Adding a member later should prompt you to update the operating agreement and the certificate if the state form asks for it. Keep the new version in the same folder.

When a bank asks for the operating agreement, send the version with the current citation. When a future investor asks for the certificate, send the version with the current name and agent pointers. Then close the folder and work on first customers.

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