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How to Form an LLC in Utah in 7 Steps
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Forming a limited liability company (LLC) in Utah involves choosing a unique business name, appointing a registered agent to handle legal documents, filing a certificate of organization, obtaining an EIN, and setting up necessary business and tax accounts.
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You might be thinking about forming a Utah Limited Liability Company and wondering whether it’s the right business structure for you. A limited liability company (LLC) is a business entity that works for many small businesses when they are just getting started. If you decide to form an LLC in Utah, below is a step-by-step guide to get you started.
7 Steps to Form an LLC in Utah
Name Your LLC
Creating a legally proper Utah LLC name is one of the first actions in LLC formation. It’s up to you to come up with a name for your LLC, and Utah Code §48-3a-108 requires that it’s unique and different from any other company’s name.
You can find out if the name you want to use is available by doing a business name search on the Utah Division of Corporations and Commercial Code’s website. You can also contact their office by phone to verify that the name you want to use is available. You might also want to find out if your choice is available for use as a domain name if you plan on developing a website for your business.
Once you decide upon a name and confirm it’s available, you must include one of these legal suffixes or abbreviations at the end of your business name (Utah Code §48-3a-108):
- Limited Liability Company
- Limited Company
- L.L.C.
- LLC
- L.C.
- LC
- Ltd. Co.
If you have the perfect name in mind but aren’t quite ready to start your Utah business, you can pay a $22 state fee and reserve your business name for 120 days. Remember, the reservation of a business name does not give you ownership of the name, and you cannot use it until your LLC is fully registered in the state.
Get a Registered Agent
Under Utah Code §16-17-203, you must have a registered agent to lawfully form your LLC. The registered agent is a business or individual designated to receive service of process when your LLC is sent legal documents. The State of Utah will also send all correspondence to your LLC’s registered agent. A company cannot serve as its own registered agent. A Utah registered agent must have a physical Utah street address, a P.O. Box is not acceptable. LLCs often choose a professional registered agent service to ensure receipt of any important mail.
File Your Certificate of Organization
In Utah, you must file a certificate of organization (often called “articles of organization” in other states) to create and register your LLC in the state. You can file the certificate of organization online, in person, by mail, or by fax with the Utah Department of Commerce, Division of Corporations. Under Utah Code §48-3a-201, your certificate of organization must set forth:
- Name of the LLC
- Principal office address (the primary physical address where business is located)
- The registered agent with Utah street address
- Signature of organizer
- Names and addresses of members or managers
You can decide whether to state the duration and purpose of your LLC on the certificate of organization. The filing fee is $59. Acceptable forms of payment are cash, credit card, money order, or check made payable to the “State of Utah.”
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Draft an Operating Agreement
Consider preparing an operating agreement for your LLC. Although an operating agreement is not required under Utah state law, it’s a good way to establish how your business will be owned and operated. Your Utah LLC operating agreement should contain the following points:
- Percentage of members’ ownership
- Voting rights and responsibilities
- Powers and duties of members and managers
- Distribution of profits and losses
- Holding meetings
- Procedures for transferring member interest
Get an EIN
If your LLC has employees or is subject to excise taxes, you need to get an employer identification number (EIN) from the Internal Revenue Service (IRS). An EIN is like a Social Security Number but assigned to identify a business for federal income tax purposes. You can apply for an EIN on the IRS website.
Set Up Business and Tax Accounts
It’s important to familiarize yourself with Utah’s business taxes, laws, and regulations. You should register your business with the Utah Tax Commission to file and pay state taxes. You can register online using taxpayer access point (TAP) or by mail using Form TC-69.
Depending on the type of business your LLC conducts, it may be subject to specific tax licenses. If your LLC has employees, you’re required to register your business with the Utah Department of Workforce Services. You also need to apply for a business license in the city, town, or county where your LLC is located or doing business.
Check for Additional Federal or State Requirements
Check state and federal websites to determine if there are any specific rules for your business. For example, some LLCs may have to file a Beneficial Ownership Information Report (BOIR) with FinCEN. Under current law, LLCs created in the United States are “domestic reporting companies” and are exempt from the BOIR requirement.
However, laws may change, so stay up to date with state and federal requirements.
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Business and Tax Requirements in Utah
Your LLC will likely be obligated to pay certain business taxes in Utah depending on its type of business activities.
State Business Tax
Make sure your LLC complies with tax requirements in Utah. You should register your business with the Utah State Tax Commission to report, file, and pay state business taxes. You can register online by creating a TAP login. You can also register by mail with the state business tax registration form (Form TC-69).
If your LLC owns real or personal property, it’s subject to the state property tax unless you qualify for an exemption. Some examples of business property are real estate, office equipment, furniture, and supplies. You can contact the Property Tax Division to learn more.
State Employer Tax
If your LLC pays wages to an employee for work performed in Utah or to a Utah resident employee for work performed outside of Utah, you must withhold the state income tax unless an exemption applies. If you pay Utah wages to a Utah employee, you must have a withholding tax license and register for a withholding tax account with the State Tax Commission. You may also need to apply for unemployment insurance and workers’ compensation coverage. Check with the Utah Department of Workforce Service for information about unemployment and the Labor Commission to learn more about workers’ compensation.
Sales and Use Taxes
If your LLC sells goods or services, you’re required to pay the state sales and use tax. You hold the tax in trust until you make the payment to the state. Sales tax applies to retail sales and leases of tangible personal property. Use tax applies to the purchases of tangible personal property. If you are a seller in the state of Utah, you must obtain a Sales Tax License from the Utah Tax Commission.
Business Licenses and Permits
Your LLC may be required to get a business license from the city or county where it is located or does business. You should contact your local city or county government to find out what licenses or permits you need. The Department of Commerce website provides links to business licensing websites for cities, towns, and counties in Utah. Also, check with Utah Department of Commerce to find out if your LLC is subject to any professional or occupational licensing requirements.
Registration in Other States
If you want to do business in another state, you will likely have to apply to do business as a foreign LLC. You will also probably have to verify your LLC’s good standing in its home state as part of the application process.
Annual Filing Requirements in Utah
Utah LLCs must be renewed every year by their registration anniversary date. This is the date your certificate of organization was accepted by the state. You can renew online by entering your business entity number to generate a login access ID number for the business renewal system. Or you can use the annual report/renewal form if you want to renew your LLC by mail or in person. The renewal fee is $18. If you file your renewal after your LLC’s anniversary date, there is an additional $10 late fee.
If you need to make changes to your LLC, you can update your business information online with your applicant ID and entity number. If you are unable to make your changes online, you can use the LLC registration information change paper form instead. There is no fee when you file your registration information change together with your annual report/renewal during the allowable renewal period. If you file your registration information change separately, you have to pay a $17 processing fee.
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Utah LLC Formation FAQs
The cost of an LLC in Utah can be different for business owners. Fees and taxes may vary according to the LLC’s type of business, tax and license requirements, and the amount of income an LLC generates. A list of common fees for Utah LLCs can be found on the Division of Corporations and Commercial Code website.
The nonrefundable fee to file your certificate of organization and form your LLC in Utah is $59.
Utah permits the formation of a few different kinds of LLCs.
- Single-member LLC: A single-member LLC has one owner who is in control of the business. If a single-member LLC does not elect to be treated as a corporation, it’s considered a “disregarded entity" and taxed like a sole proprietorship. The owner reports the LLC’s income and expenses on their personal tax return.
- Multi-member LLC: A multi-member LLC is owned by two or more members who share control of the business. The LLC can be member-managed where members handle the operations of the business themselves. Or they can hire outside management to run the business and be manager-managed instead.
- Professional LLC: Utah allows the formation of professional LLCs (PLLCs). PLLCs are formed in Utah by one or more individuals or entities through a written agreement that lays out the LLC’s management, organization, interests, and profit or loss distribution. A PLLC provides services that require a professional license and benefit the members with its limited liability protection.
- Series LLC: Utah also allows the creation of Series LLCs, which must be registered as such. A Series LLC can create divisions (or series) within itself with each having its own limited liability. This means that the series are usually not responsible for the debts of another series or the master LLC.
A certificate of organization is the document filed to establish your LLC as a valid business entity in Utah. This certificate is sometimes required to open a business bank account or apply for business loans.
You should be able to access your certificate as part of your initial filing with the Department of Commerce. You can also get a scanned copy by doing a business entity search and selecting your LLC. If you need a certified copy, you must make your request in writing. The fee for certified documents is $12.
A certificate of good standing or certificate of existence is an official document issued by Utah verifying that your LLC is authorized to transact business in Utah and is in compliance with all state requirements.
You can obtain a copy by searching for your LLC on the business entity search. Here you can access a scanned image of your certificate or order a copy. You can also make a written request in person, by mail, or by fax if you want a certified copy. The fee is $12.
Here are the requirements for forming an LLC in Utah:
- Choose an available and valid business name
- Select a registered agent with a physical street address in Utah
- File the certificate of organization (and pay the $59 fee)
- Draft an operating agreement (not required under Utah law)
- Register with the State of Utah Tax Commission and apply for required tax licenses
- Obtain required business licenses and permits
An LLC is appealing because it allows business owners to protect their personal assets from the liabilities of the business. Advantages of choosing an LLC for your business include:
- Liability protection for members from the obligations of the LLC
- Restrictions on the number and types of shareholders applicable to an S corporation do not apply to the owners of an LLC
- Members of an LLC can participate in management to a greater extent than limited partners
- No requirement to hold annual meetings or to comply with the many operational restrictions imposed upon corporations.
Each year your LLC is active in Utah, you are required to file an annual report/renewal with the state and pay the $18 filing fee. You also need to notify the state of any changes to your LLC in your annual report or by filing a registration information change for a $17 fee. You should renew any required business licenses or permits and stay current on federal and state tax obligations.
No. You are required to file a Utah certificate of organization to register your LLC as a valid business entity in the state. An operating agreement is an optional internal document used to establish member interests and rules and regulations for your business. You do not submit an operating agreement to the state.
Yes. If you want to create an “assumed name" for your LLC, you can use the Utah Division of Corporations and Commercial Code online doing business as (DBA) service to register a fictitious name. You can also use the business name registration/DBA application form if you want to register your DBA by mail, by fax, or in person. The filing fee is $22 and once approved, your DBA is registered for 3 years.
Depending on the type of business you conduct, your LLC may be required to obtain specific tax licenses from the State Tax Commission. You also need to contact the city, town, or county where your LLC is located to find out if you need to apply for any local licenses or permits. If your LLC engages in a professional service or certain occupation, you can check with the Utah Department of Commerce, Division of Occupational and Professional Licensing, for more information about licensing and regulations.
Yes. You can start an LLC with an online filing by creating an account with the OneStop Business Registration portal. You will be given UtahID login credentials to register your new business. Sound too complicated? LLC owners can make it easy by using an LLC formation service company to handle the business formation process in Utah.
The mailing address is:
State of Utah
Department of Commerce
Division of Corporations & Commercial Code
PO Box 146705
Salt Lake City, Utah 84114-6705
The physical address is:
160 S 300 E
Salt Lake City, Utah 84111
The business hours are Monday through Friday from 8 a.m. to 5 p.m.
Yes. Some business owners choose to designate a registered agent service to receive service of process when their LLC is a party in a legal action such as a lawsuit or summons. Benefits of using such service include privacy protection, keeping your business compliant with state laws and regulations, and ensuring receipt of legal documents, notices, and other important mail.
A domestic LLC in Utah refers to an LLC that conducts business in the state of Utah where it was originally organized and formed.
If you want to do business in another state, you can register there as a foreign LLC. Generally, this requires you to:
- Do a name search in the new state to confirm the availability of your LLC’s name
- Submit a foreign LLC registration application
- Provide proof of your LLC’s good standing in its home state (usually with a certificate of good standing or existence)
- Pay the filing fee
- Register for required business taxes, licenses, and permits
A foreign LLC is organized and formed under the laws of a state other than Utah. You can register a foreign LLC in Utah online, in person, by mail, or by fax by filing a foreign registration statement and paying the $59 fee. Be sure to include the state or country where your LLC was originally formed on the foreign registration statement.
If your LLC ceases business operations, you can cancel or dissolve your LLC in Utah by filing a statement of dissolution or statement of termination. You need to include the following on either statement:
- Your LLC name and Utah entity number
- The effective date of dissolution/termination
- Member or manager signature (or person winding up the LLC if there are no members or managers)
If you’re dissolving a foreign LLC, you must also submit an application for tax clearance to the Tax Commission.
No. An anonymous LLC does not disclose the LLC owners’ names in the certificate of organization, a public record. The only states that currently permit the formation of anonymous LLCs are Delaware, Nevada, New Mexico, and Wyoming. Entrepreneurs may use a professional registered agent service to retain their privacy and prevent their personal information from being included in formation documents.
Disclaimer: The information presented here does not constitute legal advice or representation. It is general and educational in nature, may not reflect all recent legal developments, and may not apply to your unique facts and circumstances. Consider consulting with a qualified business attorney if you have legal questions.
How to Start an LLC in Other U.S. States
Select your state below
- Alabama
- Alaska
- Arizona
- Arkansas
- California
- Colorado
- Connecticut
- Delaware
- Washington DC
- Florida
- Georgia
- Hawaii
- Idaho
- Illinois
- Indiana
- Iowa
- Kansas
- Kentucky
- Louisiana
- Maine
- Maryland
- Massachusetts
- Michigan
- Minnesota
- Mississippi
- Missouri
- Montana
- Nebraska
- Nevada
- New Hampshire
- New Jersey
- New Mexico
- New York
- North Carolina
- North Dakota
- Ohio
- Oklahoma
- Oregon
- Pennsylvania
- Rhode Island
- South Carolina
- South Dakota
- Tennessee
- Texas
- Utah
- Vermont
- Virginia
- Washington
- West Virginia
- Wisconsin
- Wyoming
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