How to Incorporate 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

801.530.4849 telephone
801.530.6438 facsimile

Statutory Authority: Utah Revised Business Corporation Act — Utah Code § 16-10A (2012)

Utah Incorporation General Filing Instructions

1. Confirm availability of company name and reserve if necessary.
2. Complete the “Articles of Incorporation.”
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 Incorporation

The following information is legally necessary and sufficient to form a for-profit corporation in Iowa:

1. Company name
2. Purpose
3. Number and class of authorized shares
4. Registered agent name and address
5. Name, address, and signature of each incorporator
6. Principal office address
7. Name, address, and position of each officer and director

Utah Incorporation Fee Schedule

Application for Reservation of Business Name: $22.00
Articles of Incorporation: $70.00
Application for Authority: $70.00
Expedited Service: $75.00
Certified Copy: $12.00
Annual Renewal $15.00
Articles of Dissolution: No fee

Company Name

Your company name must end with a corporate designator. In Utah the specific corporate designators are: “Incorporated” “Corporation” “Company” “Inc.” “Corp.” “Co.”

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.

Registered agent

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.

Optional provisions

The state provided forms ask for and specify what is legally sufficient and necessary to form a Utah corporation. Nevertheless, Utah permits you to add other provisions to your Articles of Incorporation as an attachment.

The most common optional provisions are the following:

☐ Terms and qualifications of directors
☐ Terms and qualifications of officers
☐ Indemnification of directors
☐ Indemnification of officers
☐ Powers, rights, and responsibilities of shareholders
☐ Powers, rights and responsibilities of directors
☐ Powers, rights, and responsibilities of officers
☐ Designation of different classes of stock
☐ Preemptive rights
☐ Cumulative voting rights
☐ Close corporation election

Post formation and ongoing compliance

1. Draft and adopt bylaws.
2. Hold initial organizational meeting.
3. Obtain a federal employer identification number by completing IRS Form SS-4.
4. If electing S corporation status complete IRS Form 2553.
5. Open company bank account.
6. Create and maintain company records book.
7. Hold annual meetings.
8. File an Annual Renewal.

Registering as a Foreign Entity

1. Complete the “Application for Authority to Conduct Affairs for a Foreign Corporation” in duplicate.
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 Corporation

1. If you have not yet commenced business or issued shares, you must complete the “Articles of Dissolution Prior to Issuance of Shares.”
2. If you have commenced business and issued shares, you must complete the “Articles of Dissolution After Issuance of Shares.”
3. Submit the appropriate document, along with a copy and a self addressed stamped envelope, to the Utah Department of Commerce.

How to Incorporate in Utah
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