All Roll Calls
Yes: 139 • No: 1
UtahS.B. 412026 General SessionSenateWALLET
Business Entity Technical Amendments
Sponsored By: Evan J. Vickers (Republican)
Signed by Governor
RecodificationBusinessCorporations
Personalized for You
How does this bill affect your finances?
Personalize government policy and PRIA will tell you what this bill means for your household, plus every other piece of legislation we track. PRIA reads each provision against your financial profile to show you exactly what matters to your wallet.
Bill Overview
Analyzed Economic Effects
13 provisions identified: 1 benefits, 4 costs, 8 mixed.
Corporations sole use statewide agent procedures
Beginning October 1, 2026, a corporation sole can maintain a Utah registered office and agent under statewide entity-agent rules. Those rules also govern agent changes and resignations. The agent remains authorized to receive lawsuits, legal notices, demands, and other legally permitted or required papers for the corporation.
Charitable nonprofits must file required information
Charitable nonprofit corporations without a statutory exemption must file required charity information with Utah's Division of Corporations and Commercial Code. The requirement specifies January 1, 2025, as its start date. Corporations must use the form required by the charity information law.
Certain banks face foreign company requirements
Beginning October 1, 2026, Utah's foreign LLC requirements apply to the covered insured depository institutions organized as LLCs. The law removes their previous exclusion from those requirements.
Insurers face officer and filing requirements
Beginning October 1, 2026, Utah stock and mutual insurers must designate at least three principal officer positions. At least three different people must hold those positions. Domestic insurance corporations must file bylaws and amendments with the insurance commissioner within 60 days after adoption. The law also applies different corporate governance and bylaw rules to stock and mutual insurers, subject to stated bylaw requirements.
Health maintenance organizations pay name fees
Beginning October 1, 2026, domestic health maintenance organizations must pay corporate name reservation and registration fees. This provision does not state the fee amounts or specify a change to household premiums or coverage.
Mutual insurers define membership and eligibility
Beginning October 1, 2026, a Utah mutual insurer's articles must state that every policyholder is a member. The articles can identify which groups may hold policies or set a process for adding or removing eligibility limits. The law itself does not name eligible groups or automatically change anyone's insurance coverage.
Business series can reshape member voting
Beginning October 1, 2026, LLC series are member-managed unless their operating agreement expressly chooses manager management. By default, a majority of members can select or remove managers at any time, without notice or cause. Managers need not be members, and losing a manager role does not itself end membership. Agreements can create member or manager groups with different rights, including future groups with higher priority. They can allow actions or amendments without approval, deny voting rights, and set separate or joint voting based on people, numbers, financial interests, or groups.
Business series face payout and transfer limits
Beginning October 1, 2026, a series cannot move assets to its LLC or another series if that harms existing debt payments, unless it receives fair value. It cannot shift tax or other debts to them if that harms a creditor's ability to collect. Before winding up, payouts default to equal shares for current and former members, subject to transfers or court charging orders. Leaving alone creates no payout right; interim payouts require a series decision. A payout cannot leave the series unable to pay debts when due or with assets below liabilities plus preferred payout rights. Members or managers who approve unlawful payouts, and recipients who knowingly accept them, can owe the excess; claims must start within two years.
Business series get clearer exit rules
Beginning October 1, 2026, assigning all transferable interests in one series normally ends the member's rights in that series. The operating agreement can change that rule. The exit alone does not end other series ties, LLC membership, or the series itself—even if its last member leaves. When a series dissolves, those closing it must address claims and debts and distribute assets under LLC rules. Those winding-up actions cannot change a member's liability or impose liability on a liquidating trustee.
Disaster businesses keep limited registration relief
Beginning October 1, 2026, qualifying out-of-state businesses keep business-entity registration relief during a declared Utah disaster or emergency. Their Utah work must relate to the disaster, and they must substantially follow home-state licensing and regulatory requirements. The relief lasts during the disaster period. The law no longer expressly exempts these businesses from name-registration requirements, so name registration can still be required.
Professional companies gain conversions, lose series options
Beginning October 1, 2026, a professional services company becomes a regular LLC when no member holds the required professional license or registration. It also converts when all members entitled to vote or consent approve. Returning to professional status requires at least one properly licensed or registered member and approval from all required voters. Each change requires a certificate amendment within a reasonable time. Professional services companies cannot create series of transferable interests, and LLCs cannot make professional services companies their series.
Professional company owners get buyout rights
Beginning October 1, 2026, a professional services company must buy an affected member's interest if no company document or private agreement governs the purchase. The deadline is 90 days after notice of the member's death, incapacity, or disqualification. The price is reasonable fair market value on the event date. The personal representative, guardian, conservator, or disqualified member can sue to enforce the purchase. A successful plaintiff receives reasonable attorney fees and costs; the court can award fair market value or order liquidation.
Separate business series get debt protections
Beginning October 1, 2026, an LLC can use separate series for assets, debts, profits, or losses. Each series' debt protection requires separate records and assets, an agreement limiting liability, and notice in the company certificate. For filings on or after May 12, 2015, that notice must immediately follow the company name; no series name is needed. As stated in the certificate, a series can contract, own property, grant liens, and sue in its own name. Members or managers can agree to personal liability for series debts, despite contrary agreement terms or chapter rules.
Sponsors & Cosponsors
Sponsor
Evan J. Vickers
Republican • Senate
Cosponsors
David Shallenberger
Republican • House
Roll Call Votes
Senate vote • 2/18/2026
Senate/ circled
Yes: 0 • No: 0
Senate vote • 2/18/2026
Senate/ uncircled
Yes: 0 • No: 0
Senate vote • 2/18/2026
Senate/ concurs with House amendment
Yes: 25 • No: 0
House vote • 2/12/2026
House/ passed 3rd reading
Yes: 66 • No: 1
House vote • 2/12/2026
House/ uncircled
Yes: 0 • No: 0
House vote • 2/11/2026
House/ circled
Yes: 0 • No: 0
House vote • 2/4/2026
House Comm - Favorable Recommendation
Yes: 11 • No: 0
House vote • 2/4/2026
House Comm - Substitute Recommendation
Yes: 11 • No: 0
Senate vote • 1/20/2026
Senate/ uncircled
Yes: 0 • No: 0
Senate vote • 1/20/2026
Senate/ passed 2nd & 3rd readings/ suspension
Yes: 26 • No: 0
Senate vote • 1/20/2026
Senate/ circled
Yes: 0 • No: 0
Senate vote • 1/20/2026
Senate/ substituted
Yes: 0 • No: 0
Actions Timeline
Governor Signed
3/17/2026Senate/ to Governor
3/3/2026SenateSenate/ received enrolled bill from Printing
3/3/2026SenateSenate/ enrolled bill to Printing
2/23/2026SenateEnrolled Bill Returned to House or Senate
2/23/2026Draft of Enrolled Bill Prepared
2/20/2026Bill Received from Senate for Enrolling
2/20/2026Senate/ signed by President/ sent for enrolling
2/19/2026SenateSenate/ received from House
2/19/2026SenateHouse/ to Senate
2/18/2026HouseHouse/ signed by Speaker/ returned to Senate
2/18/2026HouseHouse/ received from Senate
2/18/2026HouseSenate/ to House
2/18/2026SenateSenate/ concurs with House amendment
2/18/2026SenateSenate/ uncircled
2/18/2026SenateSenate/ circled
2/18/2026SenateSenate/ placed on Concurrence Calendar
2/17/2026SenateSenate/ received from House
2/17/2026SenateHouse/ to Senate
2/12/2026HouseHouse/ passed 3rd reading
2/12/2026HouseHouse/ uncircled
2/12/2026HouseHouse/ circled
2/11/2026HouseHouse/ 3rd reading
2/11/2026HouseHouse/ 2nd reading
2/5/2026HouseHouse/ comm rpt/ substituted
2/5/2026House
Bill Text
Enrolled
2/23/2026
Substitute #2
1/21/2026
Substitute #1
1/20/2026
Introduced
12/22/2025