# Utah S.B. 41: Business Entity Technical Amendments

Utah S.B. 41, Business Entity Technical Amendments, is a 2026 General Session Senate bill sponsored by Evan J. Vickers (Republican); status signed, last action 2026-03-17 (Governor Signed); PRIA reads it as touching household money (as of 2026-10-14).

- Canonical: https://policyrisk.com/state-bill/UT-SB41-2026GS
- As of: 2026-10-14
- Plain-text twin of the page above; the HTML and this file carry the same facts.

## Facts
- Bill: Utah S.B. 41
- State: Utah
- Session: 2026 General Session
- Title: Business Entity Technical Amendments
- Status: signed
- Chamber: Senate
- Introduced: 2025-12-22
- Last action: 2026-03-17, Governor Signed
- Sponsor: Evan J. Vickers (Republican)
- Cosponsors: 1
- Subjects: Recodification, Business, Corporations
- Touches household money: yes
- Roll calls: 12 (139 yes, 1 no in all)
- Economic provisions PRIA read: 13

## Summary

No summary available.

## Bill overview: provisions PRIA read

- Corporations sole use statewide agent procedures: benefit, low. 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…
- Charitable nonprofits must file required information: cost, low. 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: cost, low. 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: cost, low. 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 adopti…
- Health maintenance organizations pay name fees: cost, low. 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: mixed, low. 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 anyon…
- Business series can reshape member voting: mixed, low. 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 itse…
- Business series face payout and transfer limits: mixed, low. 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 c…
- Business series get clearer exit rules: mixed, low. 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 se…
- Disaster businesses keep limited registration relief: mixed, low. 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 dur…
- Professional companies gain conversions, lose series options: mixed, low. 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…
- Professional company owners get buyout rights: mixed, low. 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…
- Separate business series get debt protections: mixed, low. 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 immediat…

## Sponsors and cosponsors

- Sponsor: Evan J. Vickers (Republican), Senate
- Cosponsor: David Shallenberger (Republican), House

## Roll call votes

| Date | Chamber | Motion | Result | Yes | No | Other |
| --- | --- | --- | --- | --- | --- | --- |
| 2026-02-18 | Senate | Senate/ circled | fail | 0 | 0 |   |
| 2026-02-18 | Senate | Senate/ uncircled | fail | 0 | 0 |   |
| 2026-02-18 | Senate | Senate/ concurs with House amendment | pass | 25 | 0 |   |
| 2026-02-12 | House | House/ passed 3rd reading | pass | 66 | 1 |   |
| 2026-02-12 | House | House/ uncircled | fail | 0 | 0 |   |
| 2026-02-11 | House | House/ circled | fail | 0 | 0 |   |
| 2026-02-04 | House | House Comm - Favorable Recommendation | pass | 11 | 0 |   |
| 2026-02-04 | House | House Comm - Substitute Recommendation | pass | 11 | 0 |   |
| 2026-01-20 | Senate | Senate/ uncircled | fail | 0 | 0 |   |
| 2026-01-20 | Senate | Senate/ passed 2nd & 3rd readings/ suspension | pass | 26 | 0 |   |
| 2026-01-20 | Senate | Senate/ circled | fail | 0 | 0 |   |
| 2026-01-20 | Senate | Senate/ substituted | fail | 0 | 0 |   |

## Actions (41)

- 2026-03-17: Governor Signed
- 2026-03-03: Senate/ to Governor (Senate)
- 2026-03-03: Senate/ received enrolled bill from Printing (Senate)
- 2026-02-23: Senate/ enrolled bill to Printing (Senate)
- 2026-02-23: Enrolled Bill Returned to House or Senate
- 2026-02-20: Draft of Enrolled Bill Prepared
- 2026-02-20: Bill Received from Senate for Enrolling
- 2026-02-19: Senate/ signed by President/ sent for enrolling (Senate)
- 2026-02-19: Senate/ received from House (Senate)
- 2026-02-18: House/ to Senate (House)
- 2026-02-18: House/ signed by Speaker/ returned to Senate (House)
- 2026-02-18: House/ received from Senate (House)
- 2026-02-18: Senate/ to House (Senate)
- 2026-02-18: Senate/ concurs with House amendment (Senate)
- 2026-02-18: Senate/ uncircled (Senate)
- 2026-02-18: Senate/ circled (Senate)
- 2026-02-17: Senate/ placed on Concurrence Calendar (Senate)
- 2026-02-17: Senate/ received from House (Senate)
- 2026-02-12: House/ to Senate (House)
- 2026-02-12: House/ passed 3rd reading (House)
- 2026-02-12: House/ uncircled (House)
- 2026-02-11: House/ circled (House)
- 2026-02-11: House/ 3rd reading (House)
- 2026-02-05: House/ 2nd reading (House)
- 2026-02-05: House/ comm rpt/ substituted (House)
- 2026-02-04: House Comm - Favorable Recommendation
- 2026-02-04: House Comm - Substitute Recommendation
- 2026-02-02: House/ to standing committee (House)
- 2026-01-21: House/ 1st reading (Introduced) (House)
- 2026-01-21: House/ received from Senate (House)
- 2026-01-20: Senate/ to House (Senate)
- 2026-01-20: Senate/ passed 2nd & 3rd readings/ suspension (Senate)
- 2026-01-20: Senate/ substituted (Senate)
- 2026-01-20: Senate/ uncircled (Senate)
- 2026-01-20: Senate/ circled (Senate)
- 2026-01-20: Senate/ 2nd & 3rd readings/ suspension (Senate)
- 2026-01-20: Senate/ placed on 2nd Reading Calendar (Senate)
- 2026-01-20: Senate/ 1st reading (Introduced) (Senate)
- 2026-01-13: Senate/ received fiscal note from Fiscal Analyst (Senate)
- 2026-01-07: Senate/ received bill from Legislative Research (Senate)
- 2025-12-22: Numbered Bill Publicly Distributed

## Bill text

- Enrolled, 2026-02-23: [PDF](https://le.utah.gov/Session/2026/bills/enrolled/SB0041.pdf)
- Substitute #2, 2026-01-21: [PDF](https://le.utah.gov/Session/2026/bills/introduced/SB0041S02.pdf)
- Substitute #1, 2026-01-20: [PDF](https://le.utah.gov/Session/2026/bills/introduced/SB0041S01.pdf)
- Introduced, 2025-12-22: [PDF](https://le.utah.gov/Session/2026/bills/introduced/SB0041.pdf)

## Related bills

- H.B. 94: Criminal Accounts Receivable Amendments (signed)
- H.B. 101: Firearm Background Check Amendments (signed)
- H.B. 178: School Zone Speeding Amendments (signed)
- H.B. 134: Offender Transfer Amendments (signed)
- H.B. 136: Unlicensed Driver Amendments (signed)
- H.B. 220: Public Safety Data Amendments (signed)

## Sources
- [Enrolled (PDF)](https://le.utah.gov/Session/2026/bills/enrolled/SB0041.pdf)
- [Substitute #2 (PDF)](https://le.utah.gov/Session/2026/bills/introduced/SB0041S02.pdf)
- [Substitute #1 (PDF)](https://le.utah.gov/Session/2026/bills/introduced/SB0041S01.pdf)
- [Introduced (PDF)](https://le.utah.gov/Session/2026/bills/introduced/SB0041.pdf)

## Related
- [H.B. 94: Criminal Accounts Receivable Amendments](https://policyrisk.com/state-bill/UT-HB94-2026GS)
- [H.B. 101: Firearm Background Check Amendments](https://policyrisk.com/state-bill/UT-HB101-2026GS)
- [H.B. 178: School Zone Speeding Amendments](https://policyrisk.com/state-bill/UT-HB178-2026GS)
- [H.B. 134: Offender Transfer Amendments](https://policyrisk.com/state-bill/UT-HB134-2026GS)
- [H.B. 136: Unlicensed Driver Amendments](https://policyrisk.com/state-bill/UT-HB136-2026GS)
- [H.B. 220: Public Safety Data Amendments](https://policyrisk.com/state-bill/UT-HB220-2026GS)
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Source: PRIA, https://policyrisk.com/state-bill/UT-SB41-2026GS (as of 2026-10-14).
