The first two tasks for a Utah LLC after filing its Articles of Organization are to draft its Operating Agreement and open up a separate bank account. An analogy as to why you should do that would be when you file the Articles of Organization it is like giving birth to the new entity. The state recognizes it is an independent being. If you want that independent being to be successful you don't abandon it any more than you would a child. The Operating Agreement is like its backbone, necessary for it to move about and perform necessary functions, and the minutes are the gray matter in its brain, recording the decisions that have been made and instructing other parts of the body to act. Finally, the separate bank account is like its own source of nutrition. The LLC as a separate entity will not thrive without all these aspects because it won't have any recognizable identity. Sure, the law will recognize that it exists and that it in theory creates limited liability, but if it is not clear from its records what business or operations it is even conducting, then the protections will also become unclear.

Utah LLC Operating Agreement

A sample Utah LLC Operating Agreement can be found and downloaded for free from the Internet Legal Research Group's Public Legal Forms. If your Utah LLC is going to be managed by its "Members" (the analogy would be run like a partnership), this is the form to use. If your Utah LLC is going to be managed by a "Manager"(the analogy would be run like a corporation), this is the form to use. Once you work through the various terms of the forms and all the members sign there is put in place a structure necessary for the LLC to operate.

On one level, a Utah LLC does not need to set up a separate bank account. The law does not expressly require it. But as a practical matter it is easier to separate things out and do your accounting if your Utah LLC has a separate account and it will put you in a better position in the future should the separateness of you and the LLC be made an issue. As a practical matter, a Utah LLC should set up a separate bank account.

Utah LLC Setting Up a Bank Account

An individually owned Utah LLC without any employees can set up a bank account using the social security number of the individual member. For tax purposes, an individually owned LLC is treated as a pass through and a separate return is not required. The taxable income, gains and deductions of the LLC must be reported on the Member's own income tax return.

If there is more than one member of a Utah LLC, or if the Utah LLC has any employees, the LLC needs to acquire its own Federal Taxpayer Identification number, sometimes referred to as an Employer Identification Number or simply an EIN. The process takes about 5 minutes and can be done on line. There is no fee. It is done through the Social Security administration. The paper form is referred to as Form SS-4. The form can be filled out online and if done online you obtain the EIN number immediately.

The LLC uses the EIN number to set up the bank account. In these situations where the Utah LLC has two or more Members it must file its own "informational" tax return.

In addition to the Social Security number or EIN number the bank is likely going to need proof that the person setting up the bank account has authority to do so. This is typically shown by providing a copy of the Articles of Organization or the Operating Agreement and sometimes requires producing a resolution authorizing opening a bank account. So now that the Utah LLC has an Operating Agreement and set up a bank account, what are the recordkeeping requirements? They can be found are set forth in Utah Statues Section 48-2c-113, a link to which is here. For a laymen's discussion of the Utah LLC record keeping requirements, click here.

Utah Corporation and LLC Requirements
Next Steps after Forming a Utah LLC
Records required to be kept by a Utah LLC
Next Steps after Forming a Utah Corporation
Records required to be kept by a Utah Corporation
Definitons