Forming an LLC in Utah
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.
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 law 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, be sure to include one of these legal suffixes or abbreviations at the end of your business name:
- Limited Liability Company
- Limited Company
- 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
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. 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 $54. Acceptable forms of payment are cash, credit card, money order, or check made payable to the “State of Utah."
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.
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.
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 $13 processing fee.
Utah LLC Formation FAQs
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