How to Form an LLC in Utah
Utah Department of Commerce – Division of Corporations and Commercial Code
PO Box 146705
160 East 300 South – 1st Floor
Salt Lake City, UT 84114-6705
Statutory Authority: Utah Revised Limited Liability Company Act — Utah Code § 48-2C (2012)
Utah LLC General Filing Instructions
1. Confirm availability of company name and reserve if necessary.
2. Complete the “Articles of Organization.”
3. Prepare a Letter of Transmittal.
4. Submit the completed documents, along with a photocopy and your filing fees, to the Utah Department of Commerce.
Utah Articles of Organization
The following information is legally necessary and sufficient to form a limited liability company in Mississippi:
1. Company Name
3. Registered agent name and address
5. Name, address, and signature of each organizer who is not a member or manager
6. Management structure
7. Name, address, and signature of each member and/or manager
9. Principal office address
Utah LLC Fee Schedule
Application for Reservation of Business Name: $22.00
Articles of Organization: $70.00
Application for Authority: $70.00
Expedited Service: $75.00
Certified Copy: $12.00
Annual Renewal $15.00
Articles of Dissolution: No fee
Your company name must end with a limited liability company designator. In Utah the specific limited liability company designators are: “Limited Liability Company” “Limited Company” “L.L.C.” “LLC” “L.C.” “LC”.
Conduct an entity name search on the Utah Department of Commerce website to confirm the availability of your company name.
If the name you want is available you can reserve it for 120 days by filing an “Application for Reservation of Business Name” and paying a name reservation fee of $22.00. NOTE: Reserving your company name is optional.
The registered agent maintains a physical presence in the state to accept service of process, annual report notices, and other communications directed to the company and to forward the same to the company to which the service, notice, or communication is directed.
Utah requires that every business entity have and maintain a registered agent in the state. The registered agent may be either a Utah resident or active Utah business entity that has a Utah street address and consents to accept legal papers on your company’s behalf. Post office boxes and commercial personal mailboxes are not acceptable.
NOTE: Your company should not serve as its own registered agent. You can, however, personally serve as registered agent provided you are a Utah resident and have a Utah street address.
The state provided forms ask for and specify what is legally sufficient and necessary to form a Utah limited liability company. Nevertheless, Utah permits you to add other provisions to your Articles of Organization as an attachment.
The most common optional provisions are the following:
☐ Management of a limited liability company by designated managers
☐ Appointment of managers by a designated member or group
☐ Indemnification of members
☐ Indemnification of managers
☐ Right to admit new members
☐ Right to continue upon dissolution of dissociation
Post Formation and Ongoing Compliance
1. Draft and adopt an operating agreement.
2. Obtain a federal employer identification number by completing IRS Form SS-4.
3. If electing alternative tax entity filing status complete IRS Form 8832.
4. Open company bank account.
5. Create and maintain company records book.
6. File an Annual Renewal.
Registering as a Foreign Entity
1. Complete the “Application for Authority to Transact Business for a Foreign Limited Liability Company.”
2. Attach a certificate of Good Standing or Certificate of Existence, no more than 90 days old, from the official in charge of corporate records in the state of incorporation.
3. Submit the documents, along with the $70.00 filing fee, to the Utah Department of Commerce.
Dissolving a Utah LLC
1. Complete the “Articles of Dissolution of Limited Liability Company.”
2. Submit the appropriate document, along with a copy and a self addressed stamped envelope, to the Utah Department of Commerce.