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.