For most Utah small businesses the LLC is the right answer, and the corporation is the exception rather than the alternative. The LLC gives the same liability separation with far more flexibility in management and profit allocation. Corporations earn their complexity when outside investors, share classes, or a specific tax posture require it.

Last updated: October 2026

Key Takeaways

The comparison that actually matters

Clearing up the S corporation confusion

Most of the confusion in this decision comes from treating “S corp” as a third entity type. It is not. It is a federal tax election, and both an LLC and a corporation can make it.

Which means the real question is two questions, asked separately:

1. What entity do I form under Utah law? LLC or corporation.
2. How is it taxed federally? A separate election, made after formation, best decided with an accountant.

An LLC that makes an S election gets the LLC’s flexibility under Utah law along with the tax treatment. This is a common structure for owner operated businesses, and it is why “should I be an LLC or an S corp” is usually a malformed question.

What the LLC statute actually gives you

A debt, obligation, or other liability of a limited liability company is solely the debt, obligation, or other liability of the limited liability company. A member or manager is not personally liable, directly or indirectly, by way of contribution or otherwise, solely by reason of being or acting as a member or manager.

Utah Code Section 16-20-304(1)

Two further points from the same section. The protection continues after dissolution. And subsection (2) states that failure to observe formalities is not a ground for imposing liability, which removes a category of risk that small corporations still carry in practice.

Formation requires the certificate of organization to become effective and at least one person to become a member, under Section 16-20-201(4). Note the chapter numbering: Utah’s LLC Act moved from Title 48 Chapter 3a to Title 16 Chapter 20 on October 1, 2026, covered at the Title 16 renumbering.

Where the LLC’s flexibility earns its keep

The clearest case is when contributions do not match the intended split. One founder puts in the capital, the other puts in the work, and they want an equal split of profits but not of losses. In an LLC that is a drafting exercise in the operating agreement, permitted by Section 16-20-107. In a corporation, distributions follow share ownership, so the same outcome requires a more contrived structure.

The second case is management. An LLC can be member managed, where owners run it, or manager managed, where a designated person does, and the agreement defines the boundary. A corporation comes with a board, officers, and shareholders whether or not there are three people to fill those roles.

What the agreement cannot do is override the statute’s hard limits. It may not eliminate the duty of loyalty or care, may not eliminate the obligation of good faith and fair dealing, and may not exonerate bad faith, willful misconduct, or recklessness. Detail at Utah LLC operating agreements.

When the corporation is genuinely the right answer

• You are raising venture capital. Institutional investors expect a corporation with preferred stock. Converting later is possible but adds cost and friction at exactly the wrong moment.
• You want a conventional option pool. Stock options are well understood by employees and advisors. LLC profits interests work but require more explanation.
• You need multiple classes with different rights. Achievable in an LLC, but the corporate framework for it is standard and cheaper to document.
• An acquirer or a regulator expects it. Sometimes the answer is simply that the counterparty’s process assumes corporate form.

What neither entity does

Worth being explicit, because entity choice gets oversold as protection.

Neither protects you from a personal guarantee. Under Section 25-5-4 a guarantee must be written and signed, so if you gave one there is a document, and the entity’s shield does not reach it. Landlords and lenders ask routinely, as covered at commercial lease review in Utah.

Neither protects you from your own conduct. A tort you personally committed remains yours.

Neither protects you if you sign in your own name. Check that every signature block carries the entity name and your title.

And neither protects you if you commingle funds. That one is genuinely within your control, and it is the practical thing to get right. More at personal liability when your Utah LLC gets sued.

How to decide in five questions

1. Will you raise institutional capital in the next two years? If yes, lean corporation.
2. Do you need a conventional employee option pool? If yes, lean corporation.
3. Do the owners’ contributions differ from the intended profit split? If yes, lean LLC.
4. How many people will realistically attend a board meeting? If the answer is one or two, lean LLC.
5. Have you talked to an accountant about the tax election? That is a separate decision, and it should be made with someone who can model it.

Then put the sequence in order using the Utah startup legal steps.

Written by Jeremy Eveland, a business attorney practicing in Utah, with offices in West Jordan and Lindon.

This article is general information, not legal advice, and it is not tax advice. Reading it does not create an attorney-client relationship. Statutes change, and the citations here reflect Utah law as of October 2026.

Starting a business in Utah has a correct order. Choose the entity, reserve and clear the name, file the certificate of organization, put the owner agreement in place, register for state taxes, then get the local license and confirm zoning. Doing steps four and seven late is what creates the expensive problems.

Last updated: October 2026

Key Takeaways

The order, and why it is this order

Step 1: entity choice

For most Utah small businesses the practical choice is between an LLC and a corporation. The LLC is the default for good reasons: flexible management, flexible profit allocation, and fewer required formalities. A corporation makes sense where outside investors expect it, or where a specific tax treatment is the goal.

Sole proprietorships and general partnerships require no filing, which is exactly the problem. Neither separates business liability from personal liability. The comparison is worked through at LLC versus corporation in Utah.

Step 3: what formation actually requires

Under Section 16-20-201, the certificate of organization must state the company name, which has to comply with Section 16-1a-302, the street and mailing address of the principal office, and the registered agent information required by Section 16-1a-404. Professional service companies, low profit companies, and series companies have additional requirements.

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.

Utah Code Section 16-20-201(4)

Both conditions, not one. Filing alone does not form the company, which occasionally matters when someone tries to date the entity’s existence to the filing receipt.

Note also that as of October 1, 2026 the name and registered agent rules live in Title 16 Chapter 1a, the shared provisions applying to all Utah business entities, rather than inside the LLC chapter. Background is at the Title 16 renumbering.

Step 4: the operating agreement, which is the one people skip

If there is more than one owner, this is the highest value step on the list, and it costs a fraction of what fixing its absence costs.

Under Section 16-20-107, the operating agreement governs relations among members, the duties of managers, how the company conducts its activities, and how the agreement is amended. Whatever it does not address, the statute addresses instead, with defaults written for the general case.

At minimum it should settle ownership percentages, capital contributions, who decides what, how profits are distributed, whether an owner may sell to an outsider, and what happens on death, disability, divorce, or departure. The last of those is the buy-sell provision, and it is the one that prevents most owner litigation. Detail at what a Utah operating agreement must say.

Step 7: zoning, before the lease

Out of order, this step is a disaster. Signing a lease and then discovering the use is not permitted at that address leaves you paying rent on premises you cannot legally occupy, with a landlord who has no obligation to release you.

Salt Lake City handles licensing and use questions through its business office. Each city runs its own process. Businesses in unincorporated areas deal with Salt Lake County instead. Ask specifically whether your intended use is permitted at the specific address, and get the answer before signature. The lease side of this is covered at commercial lease review in Utah.

Steps 8 and 9: tax registration and licensing are different

State tax accounts, including sales tax and withholding, are handled through the Utah State Tax Commission. A city business license is separate and does not create tax registration. Registering for taxes does not license you to operate. Businesses regularly complete one and assume it covered the other.

If you will have employees, unemployment insurance registration goes through the Utah Department of Workforce Services.

Step 10: the contracts you need before your first customer

• A customer or client agreement. Scope, payment terms, termination, and a limitation of liability. Build one reusable version rather than one per customer.
• A non-disclosure agreement. One way if you are the one disclosing.
• Your standard terms for suppliers. Or at minimum a habit of reading theirs inside the ten day window under Section 70A-2-201.

Two Utah rules to build in from the start. Set an interest rate on late payments, because silence defaults to ten percent under Section 15-1-1(2), and that may be less than you want. And remember that any attorney fee clause is reciprocal under Section 78B-5-826, so a one sided clause creates exposure as well as protection.

The full method is at the Utah contract review checklist. And avoid the shortcut described in using a free template and having it backfire.

Six startup mistakes worth avoiding

1. Signing a lease before confirming zoning. The most expensive of the six.
2. Starting with a co-owner and no written agreement. The second most expensive.
3. Using one bank account for everything. Commingling is one of the few things that genuinely threatens the liability shield.
4. Signing personally instead of as the company. Check every signature block for entity name and title.
5. Giving a personal guarantee without registering what it means. Under Section 25-5-4 it must be written, so there will be a document.
6. Assuming formation protects you retroactively. It does not reach obligations you took on before the entity existed.

Written by Jeremy Eveland, a business attorney practicing in Utah, with offices in West Jordan and Lindon.

This article is general information, not legal advice. Reading it does not create an attorney-client relationship. Requirements and statutes change, and the details here reflect Utah law as of October 2026.

A Utah LLC operating agreement governs the relationship among members, the duties of managers, and how the company runs. Where the agreement is silent, Title 16 Chapter 20 fills the gap with default rules. Fourteen things the agreement may never do are fixed by statute, and knowing which are which is most of the drafting job.

Last updated: October 2026

Key Takeaways

What the agreement actually controls

Under Section 16-20-107(1), the operating agreement governs four things: relations among the members and between members and the company, the rights and duties of anyone acting as manager, the company’s activities and how they are conducted, and the means of amending the agreement itself.

Subsection (2) is the one that should motivate you to have one. To the extent the agreement does not provide for a matter, the chapter governs it. Every gap you leave is filled by a default rule written for the general case.

The fourteen things it may never do

Section 16-20-107(3) sets hard limits. An operating agreement may not:

1. Vary the company’s capacity to sue and be sued in its own name.
2. Vary the governing law provision at Section 16-20-105.
3. Vary requirements about registered agents, or about records delivered to the Division of Corporations for filing.
4. Vary the provisions of Section 16-1a-209.
5. Eliminate the duty of loyalty or the duty of care, subject to the specific alternatives in subsection (4).
6. Eliminate the contractual obligation of good faith and fair dealing, although it may prescribe standards for measuring performance of that obligation, so long as they are not unconscionable or against public policy.
7. Relieve or exonerate a person from liability for bad faith, willful misconduct, or recklessness.
8. Unreasonably restrict member information rights under Section 16-20-410, although reasonable restrictions on availability and use are permitted, including liquidated damages for breach of them.
9. Vary the dissolution causes in Sections 16-20-701(4)(a) and (5).
10. Vary the winding up requirements in Sections 16-20-703(1), (2)(a), and (5).
11. Unreasonably restrict a member’s right to bring an action under Part 8.
12. Vary Section 16-20-805 on special litigation committees, although it may provide that the company will not have one.
13. Vary a member’s right to approve a merger, interest exchange, conversion, or domestication.
14. Restrict the rights of non-members and non-managers, except as Sections 16-20-108 and 16-20-109(2) allow.

An operating agreement may not relieve or exonerate a person from liability for conduct involving bad faith, willful misconduct, or recklessness.

Utah Code Section 16-20-107(3)(g)

What this means in practice: broad exculpation clauses copied from other states will not do what they appear to do in Utah. A clause purporting to release managers from all liability is unenforceable to the extent it reaches bad faith or recklessness.

What belongs in the document

The buy-sell section is the one that earns the fee. Death, disability, divorce, and departure all happen, and a company without agreed terms for them resolves those events through litigation instead.

The dissolution and buyout backstop

Worth knowing what happens when there is no agreed exit. Under Section 16-20-701, a member can petition for judicial dissolution on grounds including that the managers or controlling members have acted illegally or fraudulently, or in a manner that is oppressive, and that it is not reasonably practicable to carry on the business.

Under Section 16-20-702, the company or the other members may elect to purchase the petitioning member’s interest at fair market value instead of dissolving. That election is a real remedy, but it arrives through a court proceeding, which is precisely the cost a buy-sell provision avoids.

Information rights are also protected. Section 16-20-107(3)(h) prevents the agreement from unreasonably restricting a member’s rights under Section 16-20-410, which is what a frozen out minority owner relies on. See whether a business partner can push you out.

Single member companies

The agreement matters less, but it is not pointless. It documents the separation between you and the company, which supports the liability position under Section 16-20-304. Banks and title companies routinely ask for it. And it becomes essential the moment you add a member or sell.

Note that Section 16-20-304(2) already provides that failing to observe formalities is not a ground for imposing liability on a member, so the operating agreement is not load bearing for the shield in the way popular advice suggests. It is still worth having.

Check yours for these five things

1. Old citations. Search for “48-3a”. Those sections were renumbered on October 1, 2026, and the operating agreement provision is now 16-20-107. See what changed in the renumbering.
2. An exit provision. If there is none, that is the finding, and it is the most important one.
3. Overbroad exculpation. Clauses releasing managers from all liability are unenforceable as to bad faith, willful misconduct, and recklessness.
4. Information rights. Restrictions must be reasonable, not absolute.
5. A successor provision clause. One sentence saying statutory references include successor provisions makes the document survive the next reorganization.

For the wider context, see when a small Utah business needs a lawyer and LLC versus corporation in Utah.

Written by Jeremy Eveland, a business attorney practicing in Utah, with offices in West Jordan and Lindon.

This article is general information, not legal advice. Reading it does not create an attorney-client relationship. Statutes change, and the citations here reflect Utah law as of October 2026.

Hiring a business lawyer in Salt Lake City means working within the Third Judicial District, Salt Lake County recording practice, and city level licensing that sits on top of state registration. None of that changes the substantive law, but it changes where things get filed, how long they take, and what they cost.

Last updated: October 2026

Key Takeaways

What is genuinely local, and what is not

A useful distinction, because a lot of “Salt Lake City business law” content implies the law itself differs by city. It does not.

So a business lawyer’s local knowledge matters for the bottom four rows. For the top three, what matters is the lawyer, not the address.

Venue: the Third Judicial District

A commercial dispute involving a Salt Lake County business is generally heard in the Third Judicial District. That affects scheduling and travel, not the governing law. Utah County businesses litigate in the Fourth District. The Utah state courts site lists locations and contacts.

Filing fees are statewide. District court civil filings run $105 for claims up to $2,000, $215 for claims over $2,000 and under $10,000, and $375 at $10,000 and above.

Below those amounts, small claims is usually the better route. The cap is $20,000 through December 31, 2029 and $25,000 from January 1, 2030 under Section 78A-8-102, and it includes attorney fees but excludes costs and interest. Small claims filing fees are $60, $100, or $185 by amount. The small claims self help page covers the process.

Many commercial contracts override all of this with an arbitration clause. If yours does, the venue analysis starts with the clause, subject to the rights that Section 78B-11-105 makes unwaivable.

Registration and licensing are different things

This trips up new businesses constantly, in Salt Lake City and everywhere else.

1. Form the entity with the state. An LLC is formed under Section 16-20-201 when the certificate of organization becomes effective and at least one person becomes a member. Both conditions.
2. Register for state taxes. Sales tax, withholding, and other accounts are handled through the Utah State Tax Commission.
3. Get the city business license. Salt Lake City runs its own licensing through the city’s business page. A neighboring city will have its own process and its own fees.
4. Confirm zoning before signing a lease. This is the step most often skipped, and the most expensive to discover late.

Businesses operating in unincorporated Salt Lake County deal with Salt Lake County rather than a city. If you have employees, the Utah Department of Workforce Services handles unemployment insurance registration.

The full sequence is laid out in the Utah business startup legal steps.

What Salt Lake City businesses call about

The mix skews differently here than in a smaller market, mostly because of density of commercial leasing and professional services.

• Commercial leases. Downtown and suburban office and retail leases are the most common single document a Salt Lake business asks about. The guarantee and restoration clauses do the damage. See commercial lease review in Utah.
• Vendor and customer contracts. Especially where the counterparty is out of state and the contract selects another state’s law. See vendor and supplier contracts.
• Owner disputes. Deadlock and freeze outs in two and three member companies. Whether a partner can push you out covers the mechanics.
• Collections. Unpaid invoices where the question is really which forum and which deadline.
• Formation and restructuring. Frequently prompted by bringing in a second owner.

Statewide law that still surprises Salt Lake owners

Four rules that apply the same in Salt Lake City as anywhere in Utah, and that reliably catch people out.

Written contracts get six years, oral contracts four. Section 78B-2-309 and Section 78B-2-307. Sales of goods get four from the breach itself under Section 70A-2-725.

Attorney fee clauses are reciprocal. Section 78B-5-826 applies a one way clause both ways.

Personal guarantees must be written, and they bind you personally. Section 25-5-4. Landlords in this market ask for them routinely.

Missing formalities does not cost you the liability shield. Section 16-20-304(2) says so expressly for LLCs.

Choosing counsel in this market

Salt Lake City has an unusually wide range, from national firms with local offices to solo practitioners. The relevant filters are practical.

• Does the firm’s economics fit your matter? A large firm’s structure is built for large matters. That is not a criticism of either.
• Who does the drafting? Ask directly, and ask what that person’s rate is.
• Is business law the practice or a listing? Several firms ranking for business searches in this market are primarily personal injury practices.
• Flat or hourly? Covered in detail at what a business lawyer costs in Utah.

For the Utah County side of the same practice, see the Lindon business lawyer page, and for the broader subject, the Utah business law guide.

Written by Jeremy Eveland, a business attorney practicing in Utah, with offices in West Jordan and Lindon.

This article is general information, not legal advice. Reading it does not create an attorney-client relationship. Fees, licensing requirements, and statutes change, and the details here reflect Utah law as of October 2026.

On October 1, 2026, Utah’s limited liability company statute moved from Title 48 Chapter 3a into Title 16 Chapter 20. Most section numbers carried over unchanged, but Part 1 did not, and the operating agreement provision every Utah LLC document cites is now a different number than the obvious guess.

Last updated: October 2026

Key Takeaways

What actually happened

Chapter 93 of the 2026 General Session reorganized Utah’s business entity statutes. Limited liability companies had lived in Title 48 alongside partnerships since the 2013 revision. The reorganization moved them into Title 16, which already held the corporation statutes, so that Utah’s entity law now sits under one title.

Three chapters moved together:

The enrolled bill is published in full by the Legislature and is available as a PDF. Each moved section now carries the footer “Renumbered and Amended by Chapter 93, 2026 General Session.”

The renumbering trap in Part 1

Here is the part that catches people. The natural assumption is that every section kept its suffix, so 48-3a-112 became 16-20-112. It did not, and the reason is worth understanding.

Old Part 1 opened with a title section, 48-3a-101, which was dropped. It then carried four sections on company names and registered agents, 48-3a-108 through 48-3a-111, which were moved out of the LLC chapter entirely and into the shared business entity provisions at Title 16 Chapter 1a. One section removed plus four relocated is a shift of five, which is exactly the gap between 48-3a-112 and 16-20-107.

The new Part 1 runs from 16-20-101 through 16-20-111. There is no Section 16-20-112.

Utah Code Title 16, Chapter 20

The operating agreement provision, which is the most cited section in the entire chapter, is now Section 16-20-107.

The new cross references to Chapter 1a

The second structural change is easy to miss. Chapter 20 no longer carries all of its own machinery. Several provisions now point to Title 16 Chapter 1a, Provisions Applicable To All Business Entities, which is the shared layer across corporations, LLCs, and partnerships.

The certificate of organization requirements at Section 16-20-201 now reference Section 16-1a-302 for name rules and Section 16-1a-404 for registered agent information. Merger, interest exchange, conversion, and domestication approvals now sit in Chapter 1a as well.

The practical consequence: an LLC question can no longer always be answered from a single chapter.

Does this change anything about my company?

No. A renumbering moves text, it does not alter entity status, dissolve anything, or require a filing. Your certificate of organization remains valid, your operating agreement remains in force, and no action is required to keep the company in good standing.

What it does affect is documents that cite the statute by number.

• Operating agreements that quote section numbers. Many do, particularly around fiduciary duties, information rights, and dissolution. Those citations now point at a numbering that no longer exists.
• Contracts that incorporate the statute by reference. Language such as “as defined in Utah Code 48-3a-102” should be updated on the next amendment.
• Templates and form libraries. Anything built before October 2026 will carry the old citations.

The fix is usually a savings clause rather than a rewrite: language providing that references to a statute include any successor provision. Adding that once means the document survives the next reorganization too.

The substance that did not change

Worth stating clearly, because renumbering can create the impression that the law itself changed. The core protections read the same.

Under Section 16-20-304, an LLC’s debts remain solely the LLC’s, members and managers are not personally liable simply for being members or managers, the protection survives dissolution, and failing to observe formalities is still not a ground for liability.

Under Section 16-20-107(3), an operating agreement still may not eliminate the duty of loyalty or care, may not eliminate the obligation of good faith and fair dealing, may not exonerate bad faith, willful misconduct, or recklessness, and may not unreasonably restrict information rights under Section 16-20-410 or member actions under Part 8.

Under Section 16-20-201(4), an LLC is still formed when the certificate becomes effective and at least one person becomes a member.

What to do about it

1. Search your operating agreement for “48-3a”. If it appears, note it for the next amendment. It is not urgent, but it is worth fixing when the document is next opened.
2. Add a successor provision clause. One sentence solves this permanently.
3. Update any template library. Especially if you reuse the same agreement across multiple entities.
4. Check contracts that define terms by statute. Supply agreements and investor documents sometimes do.
5. Do not file anything. No action is required with the state.

For the underlying document itself, see what a Utah LLC operating agreement must say, and for the broader picture, the Utah business law guide.

Written by Jeremy Eveland, a business attorney practicing in Utah, with offices in West Jordan and Lindon.

This article is general information, not legal advice. Reading it does not create an attorney-client relationship. Statutes change, and the citations here reflect Utah law as of October 2026.

A small business lawyer in Utah is the person you call at four or five specific points in a company’s life, not someone you keep on retainer. This guide covers which moments actually justify the spend, what each one costs, and the Utah rules that decide the outcome when an owner gets it wrong.

Last updated: October 2026

Key Takeaways

The five moments that justify the cost

Most small businesses in Salt Lake County and Utah County operate for years without counsel, and for the most part that is a reasonable decision. The moments where it stops being reasonable are predictable.

Notice what is not on the list. Routine filings, annual renewals, and standard vendor paperwork usually do not need a lawyer. Paying for legal help on those is how small businesses conclude that lawyers are not worth it, right before they skip the one that mattered.

The liability shield is stronger than you have been told

A great deal of small business advice warns that missing an annual meeting or failing to keep minutes will let a creditor pierce the corporate veil. In Utah, for an LLC, that specific warning is wrong.

The failure of a limited liability company to observe formalities relating to the exercise of the limited liability company’s powers or management of the limited liability company’s activities and affairs is not a ground for imposing liability on a member or manager.

Utah Code Section 16-20-304(2)

The same section provides that an LLC’s debts are solely the LLC’s, and that the protection continues even after the company dissolves. This is the statute that used to sit at 48-3a-304 before Utah’s LLC Act moved into Title 16 Chapter 20 on October 1, 2026.

What does reach an owner personally is a shorter and more concrete list:

• A personal guarantee. Landlords and lenders ask for these routinely, and Section 25-5-4 requires them in writing, which means there is usually a signed document proving you gave one.
• Signing in your own name. If the signature block does not identify the company and your title, you may have contracted personally.
• Commingling. Running personal expenses through the business account undermines the separation the entity exists to create.
• Your own conduct. The entity does not shield you from a tort you personally committed.

A fuller treatment is at whether you are personally liable if your Utah LLC gets sued.

Formation: the part people get wrong

Filing the certificate of organization is the easy half. Two points catch owners out.

First, formation requires two conditions. Under Section 16-20-201(4), an LLC is formed when the certificate of organization becomes effective and at least one person becomes a member. Filing alone does not do it.

Second, the certificate is a public filing with a short list of required contents: the company name, the principal office address, registered agent information, and a few conditional items for professional, low-profit, or series companies. It is not where the owners’ deal lives. That belongs in the operating agreement, which is private.

The sequence that works, in order, is covered in the Utah business startup legal steps, and the entity choice itself in LLC versus corporation in Utah.

The operating agreement is the document that matters

If a small business with more than one owner does only one legal thing, this is it. Without an operating agreement, the default rules in Title 16 Chapter 20 fill every gap, and those defaults were written for the general case rather than for your company.

The statute gives operating agreements broad authority, then draws hard limits. Under Section 16-20-107(3), an operating agreement may not eliminate the duty of loyalty or the duty of care, may not eliminate the obligation of good faith and fair dealing, may not exonerate anyone for bad faith, willful misconduct, or recklessness, and may not unreasonably restrict a member’s right to company information.

Note the section number carefully. That provision was 48-3a-112 before October 1, 2026, and it is now 16-20-107, not 16-20-112. Part 1 of the new chapter ends at 16-20-111. Details are in the Utah operating agreement guide.

What it costs, honestly

Fee structure matters more than hourly rate for a small business, because the structure controls your exposure to surprise.

Ask two questions before engaging: is this flat or hourly, and what specifically is delivered at the end. Anything answered vaguely will be billed vaguely. More on this in what a business lawyer costs in Utah.

When you do not need a lawyer

Worth saying plainly, because it builds the case for when you do.

Utah’s small claims track handles disputes up to $20,000 under Section 78A-8-102 through December 31, 2029, rising to $25,000 on January 1, 2030. The cap includes attorney fees but excludes costs and interest. Filing fees run $60, $100, or $185 depending on amount. For an unpaid invoice under the cap, small claims is often faster and cheaper than hiring anyone, and the Utah courts self help page walks through the procedure.

Single member LLCs with no employees, no lease, and standard customer terms genuinely may not need counsel in year one. The moment a second owner, a lease, or a large contract appears, that changes.

Five things worth doing this quarter

1. Check your signature blocks. Every contract should show the company name, your name, and your title. Fix the template once.
2. List every personal guarantee you have signed. Most owners cannot do this from memory, which is the problem.
3. Read your operating agreement’s exit provision. If there is not one, that is the finding.
4. Diary your contract deadlines. Six years on a written contract under Section 78B-2-309, four on an oral one under Section 78B-2-307.
5. Separate the bank accounts. If they are not already, this is the cheapest liability work available.

Written by Jeremy Eveland, a business attorney practicing in Utah, with offices in West Jordan and Lindon.

This article is general information, not legal advice. Reading it does not create an attorney-client relationship. Statutes change, and the citations here reflect Utah law as of October 2026.