Business formation paperwork on a desk, Utah Series LLC

Utah Series LLC: Is It Available and When It Makes Sense

Utah Series LLC: Is It Available and When It Makes Sense

Yes, Utah recognizes the series LLC. Utah Code calls it a designated series, and it lets one limited liability company hold several internal series, each with its own assets and liabilities. Done right, that can cut filing costs and keep one property or product line separate from the rest. Done loosely, it protects nothing. This guide explains what Utah requires, what it costs compared with separate LLCs, and when the structure is worth the paperwork.

Important: This is informational content, not legal or tax advice. Whether a series fits your situation depends on your assets, your lenders and your tax position. Talk with a Utah attorney and a CPA before you form one.

What a Utah series LLC is

A series LLC is one limited liability company that creates internal series. Each series can own its own property, hold its own bank account and carry its own debts. Utah's rules are in Utah Code 48-3a, Part 12, beginning at section 48-3a-1201. The Code shows section renumbering effective October 1, 2026, so confirm current section numbers with the Division or an attorney before you cite them in a contract, lease or lender package.

A qualifying series is a separate entity to the extent stated in the Certificate of Organization. The filing language matters as much as the operating agreement.

The five requirements for series liability protection

Liabilities of one series can be enforced only against that series' assets when all of the following hold:

  1. The series is established under the operating agreement.
  2. The company keeps separate records for the series.
  3. The series' assets are held and accounted for separately from other series and from the parent LLC.
  4. The operating agreement provides the limit on the series' liabilities.
  5. The Certificate of Organization carries the series liability notice.

The liability notice is the requirement people miss most often. Under 48-3a-1202, the notice in the certificate is sufficient even before any series exists. Put it in at formation, even if you plan to open your first series later.

Series names have their own rule. Each series name must contain the LLC's name and be distinguishable from every other series. A parent named Maple Holdings LLC might have series named Maple Holdings LLC, Series 1 and Maple Holdings LLC, Series 2. Confirm the naming with the Division before you file.

How to form a series LLC in Utah

File the Certificate of Organization through the Utah Business Registration System at businessregistration.utah.gov. You log in with UtahID. The online form includes a series option, so select it at filing and confirm the series liability notice appears in the filed certificate.

The LLC name must contain "limited liability company" or "limited company," or the abbreviation LLC, L.L.C., L.C. or LC. The name must be distinguishable from existing entity names and may not imply that the company is a state agency or political subdivision.

Processing is usually quick. Most online filings are approved instantly. Filings that need manual review are stated at 2 to 4 business days from receipt, and the Division has posted 7 to 10 business days during backlogs. Expedited processing costs $75 per filing under the Division's Fiscal Year 2026 fee schedule. Check current fees on the Division's Corporations page at commerce.utah.gov/corporations/ before you file.

What it costs compared with separate LLCs

A standard Utah LLC costs $59 to file and $18 a year to renew. A late renewal carries a $10 late fee. Utah has no separate LLC franchise tax, so the $18 renewal is the only recurring state filing cost for a standard LLC.

This guide does not list a separate filing fee or renewal fee for a series. For the cost question, compare the Division's current fee schedule for a series filing against $59 plus $18 a year for each separate LLC you would otherwise form. Confirm the series fee and how renewal applies to a series on the fee schedule before you decide.

Here is the math for three rental houses. Three separate LLCs cost $177 to file and $54 a year to renew, before bank, insurance or attorney costs. If the Division's series fees come in lower, the series option saves money on paper. If they come in higher, the cost argument disappears.

When a series makes sense

Real estate is the clearest use case. The decision rule is simple: a series saves filings only if the owner will keep separate books and separate bank accounts for each property. If rent from every house lands in one account and repairs come out of the same account, the series separates nothing. You get the structure's paperwork without its protection.

Lenders, title companies and insurers set their own requirements, and some may still ask for a separate LLC for each property even when a series is available. Ask a Utah attorney and your lender before you assume a series will satisfy them.

Outside real estate, the same test applies. A series can fit an owner who runs several activities with different liability exposure under one ownership group and will actually keep them apart.

A series usually makes sense when

  • Each property or activity will have its own books and bank account.
  • The owner will keep those records current every month.
  • Lenders, title companies and insurers accept the series structure.
  • The Division's series fees beat the cost of separate LLCs.

Separate LLCs usually make more sense when

  • Records or bank accounts will be shared.
  • A lender, title company or insurer requires a separate entity.
  • You want the simplest structure to explain, bank and maintain.
  • The tax treatment is unclear and a CPA has not reviewed it.

Tax treatment needs a CPA

By default, Utah treats an LLC as a partnership or sole proprietorship, with income passed through to members and taxed at Utah's flat individual income tax rate, which is 4.45% for tax years beginning on or after January 1, 2026. An LLC that elects corporate treatment pays the 4.45% corporate franchise and income tax (from January 1, 2026), with a $100 minimum tax.

This guide does not state how the Utah State Tax Commission or the IRS treats each series. It does not say whether a series files its own return or shares the parent's, or how series income is allocated. Ask a CPA to confirm those points before you form.

Licenses and taxes still apply to each business

A series does not remove state or local obligations. Utah issues no statewide general business license. Registering an entity with the Division of Corporations and Commercial Code is a registration, not a license.

The business license comes from the city or town where the business is located or operates. Outside city limits, it comes from the county. A city license does not transfer between cities, so a business that moves or expands into a new city needs a new one. Confirm with the city or county whether each series needs its own license, because licenses attach to the business doing the activity.

A seller with an established presence in Utah needs a separate Utah Sales Tax License from the Utah State Tax Commission, registered through TAP. The state rate is 4.85%, and combined rates run from 6.35% to 9.55% depending on jurisdiction, and up to 10.05% in special districts. Many professions also need an occupational license from the Division of Professional Licensing (DOPL). Businesses that sell alcohol deal with the Department of Alcoholic Beverage Services (DABS) for that activity.

Ongoing compliance

The LLC files an annual renewal, due one year from registration and every year after. The renewal window opens 60 days before the anniversary date. The fee is $18, and a late renewal adds $10. Keep the operating agreement current, and keep a written record of which assets and debts belong to each series.

If a series operates under a name other than its own, it may need an assumed name (DBA) registration. Utah files DBAs with the state Division, not the county. Registration costs $22, plus $18 a year to renew. See the DBA page on the Division's site.

Common mistakes

  • Leaving the series liability notice out of the certificate.
  • Writing an operating agreement that does not establish the series or set the liability limit.
  • Running every series through one bank account.
  • Letting rent, repairs and personal spending mix across series.
  • Assuming the series covers debts you personally guaranteed. Confirm the effect of any personal guarantee with an attorney.

Next steps

  1. List each property or activity you want to separate, and confirm you can keep books and bank accounts for each one.
  2. Pull the Division's current fee schedule and compare it with $59 plus $18 a year for each separate LLC.
  3. Have a Utah attorney draft the operating agreement, including the series establishment and the liability limit.
  4. File the Certificate of Organization online with the series option, and confirm the liability notice appears.
  5. Open separate bank accounts and set up bookkeeping before the first transaction.
  6. Check with the city, town or county about business licenses for each activity.
  7. Ask a CPA how each series will be taxed and whether it files one return or several.

Official resources

Disclaimer: This article is informational only and is not legal or tax advice. Series LLC liability, tax treatment and lender requirements depend on your specific facts. Consult a qualified Utah attorney and a CPA before forming a series LLC or relying on it to protect assets.

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