How to Amend a Utah Certificate of Organization

A Utah Certificate of Organization is required to form a limited liability company (LLC) in the state. This document includes some basic information about the business at the time of formation, all of which becomes public information. But as with any new business, things are prone to grow and change. When that happens, you will need to amend your Certificate of Organization to update these changes with the state.

If this sounds stressful, don’t worry, we can help! Let’s walk through the process of filing a Certificate of Amendment in Utah, when you need to do so, and how our services can make the process a lot less stressful. 

If you’re just starting your business, check out our Utah LLC formation service to see how we make the process quick and easy.

Step 1:  Determine if you need to amend your Utah Certificate of Organization

Update your Certificate of Organization with the Utah Department of Commerce anytime there is a material change. This maintains accurate documentation and prevents confusion. It’s important that your Certificate of Organization reflects what is actually happening with your business. 

A Certificate of Existence (most states call this a Certificate of Good Standing) is an official document issued by the Department of Commerce verifying that the company is authorized to operate as a business and is in compliance with all state requirements. If your limited liability company doesn’t keep up with compliance requirements such as Utah LLC Amendments, you may not be to obtain a Certificate of Existence. This is a problem if it’s required by potential investors, members, or business accounts. 

Step 2: Identify what to change in your Utah Articles of Organization

The Utah Department of Commerce allows businesses to change most Articles of Organization provisions using Utah LLC Amendments. The most prominent changes tend to be:

Changing your LLC’s Name

Your limited liability company name may be changed in accordance with Utah law, which outlines naming restrictions and mandates. Your name is a crucial part of your limited liability company, so be sure the new name is not taken and abides by all state requirements if you are changing your name.

Management Structure

A limited liability company can choose whether to be member- or manager-managed. Your initial decision may change due to various factors. If it does, you need to update the state.

Period of Duration 

If you have a set termination date for your limited liability company, that can be altered with Utah LLC Amendments.  

Other Significant Changes to a Utah Certificate of Organization

There are several changes to your Certificate of Organization that must be made separately using the state’s Limited Liability Company Registration Information Change Form. This can be completed using a hard copy or online. These changes include:

• Member and manager information
• Business principal and mailing address
• Registered agent

Utah requires all business entities to have a registered agent to receive legal correspondence. If you need to change your registered agent, make the search easy and consider using our Utah registered agent service.

Step 3: Gather information for filing your Utah amendment 

To file your Utah Certificate of Amendment Form, you will need several pieces of information:

• Utah business entity number
• Current business name
• The text of the amendments to be made
• Filing date of the original Certificate of Organization
• Amendment effective date (no more than 90 days after submission)
• Signature of an authorized representative

Type the responses on the document. Handwritten forms won’t be accepted. 

Step 4:  File your Utah LLC amendment

Provide the completed Utah Certificate of Amendment form, with the non-refundable processing fee, to the Utah Division of Corporations & Commercial Code by mail, fax, or in person. If faxing your form, include a fax cover letter.

Processing times vary depending on the submission method:

• Normal processing: 5 to 7 days
• In-person processing: 5 to 7 days
• Expedited processing: No more than 48 hours
• Fax processing: 5 to 7 days

We can help simplify the amendment process and keep your business current on state requirements with our Worry-Free Compliance service, which includes two amendments annually. We also offer a separate Amendment Filing service if you’re just looking to change your Certificate of Organization.

Utah Certificate of Amendment vs. Certificate of Restatement

Utah law states that a business’s Certificate of Organization can be amended or restated at any time. Utah LLC Amendments serve to alter material provisions. Restatement, on the other hand, is the act of putting all the amendments together with the original Certificate of Organization to create a new, comprehensive Certificate of Organization. There is no official form for restatement in Utah, but you can prepare your own. 

Utah Certificate of Amendment vs. Statement of Correction 

Both a Certificate of Amendment and a Statement of Correction are documents used to change information on your Utah Certificate of Organization. However, a Statement of Correction is used only when you made a mistake on the original filing or it was incorrectly executed.