How to File a Utah LLC or Corporation Amendment

A Utah Certificate of Organization is required to form a limited liability company (LLC) in the state, while the Articles of Incorporation is necessary for forming a corporation. These documents include some basic information about the business at the time of formation, all of which becomes public information. But as with any new business, things are prone to grow and change. When that happens, you will need to amend your Certificate of Organization or Articles of Incorporation to update these changes with the state.

If this sounds stressful, don’t worry, we can help! Let’s walk through the process of filing the Articles of Amendment or Amendment to Certificate of Organization Utah, when you need to do so, and how our services can make the process a lot less stressful. 

If you’re just starting your business, check out our Utah LLC formation service or corporation formation service to see how we make the process quick and easy.

Amending a Utah LLC Certificate of Organization

If you need to make changes to a Utah LLC, we’ll show you how in this section. But if you need to make changes to a corporation, please keep scrolling to the section titled, “Amending a Utah Corporation Articles of Incorporation.”

Step 1: Determine if you need to amend your Certificate of Organization

The Certificate of Organization is the form that officially creates your LLC in the state. Until this form is filed, your LLC won’t technically exist. The Certificate asks for a variety of information about your business, including the:

• Name of the LLC
• Name and address of the registered agent
• Principal office address for the LLC
• Signature of an organizer
• Name and address of each member and/or manager (optional)
• Duration of the business (optional)
• Business purpose (optional)
• Other provisions you wish to add

Generally speaking, if you need to make changes to any of this information, you’ll need to file amendment paperwork.

Step 2: Identify and gather the information you need to amend

Utah LLCs will use the Amendment to Certificate of Organization paperwork to make changes to their business. This form lets you make a variety of changes, such as your business name, your stated business purpose, or even the provisions you added to your original certificate. Basically, as long as a change is permitted by law, you can make it.

Before you dive into the paperwork step, however, it’s helpful to gather the information you need for your amendment. For example, if you’re going to change your business name, you’ll want to confirm your old name and double-check that you’ve got the right spelling and designator for your new name.

The form also requests some basic information about your business, including your Entity Number (assigned when you organized), your current business name, and the date you originally filed your Certificate of Organization. Gathering this information in advance can help streamline your filing process.

Why should I update my Certificate of Organization?

Keeping your business compliant with state business regulations helps it maintain its entitlement to all of its legal benefits. When you file your entity as a legal LLC in Utah, all information included in your filing becomes public knowledge. If your information changes but you don’t update it, the public may not have accurate contact information. Any changes in your registered agent should be reported as well since they are responsible for receiving service of process and other important communications on behalf of your business.

Are there penalties if I don’t?

Promptly updating your Certificate maintains accurate documentation and prevents confusion. It’s important that your Certificate of Organization reflects what is actually happening with your business. 

A Certificate of Existence (most states call this a Certificate of Good Standing) is an official document issued by the Department of Commerce verifying that the company is authorized to operate as a business and is in compliance with all state requirements. If your limited liability company doesn’t keep up with compliance requirements such as Utah LLC Amendments, you may not be to obtain a Certificate of Existence. This is a problem if it’s required by potential investors, members, or business accounts. 

Step 3: File your amendment paperwork with the Utah Division of Corporations and Commercial Code

Now it’s time to file your paperwork, the Amendment to Certificate of Organization form. Utah allows LLCs to file this paperwork online or by mail. But either way, you’ll need to locate the form on the Division of Corporations website, download it (for paper filings), and fill it out with the information you gathered in step 2. Submit it through the online portal or by mailing (or dropping off in person) the paper form to the Division’s office.

At the time of this writing, this form costs $37 to submit. Once your paperwork is processed, your amendment will go into effect.

Amending a Utah Corporation Articles of Incorporation

Need to make changes to a Utah corporation? We’ll show you how here.

Step 1: Determine if you need to amend your Articles of Incorporation

In Utah, corporations organize by filing the Articles of Incorporation; these businesses technically don’t exist until they’ve filed this form. The Articles asks for a lot of information about your business, including:

• Name of the corporation
• Business purpose
• Number and classes of shares the corporation will issue
• Name and address of the company’s registered agent
• Name, address, and signature of each incorporator
• Principal address for the business
• Name and address of each director or officer for the corporation

Generally speaking, if you need to make changes to this information, then you’ll need to file an amendment.

Step 2: Identify and gather the information you need to amend

Utah corporations use the Articles of Amendment form to make updates to their business. This paperwork lets you make a variety of changes, from a new business name to the number of shares you issue and everything in between. Generally speaking, as long as a change is permissible by law, you’re allowed to make it.

Before you dive into the paperwork step, it’s helpful to gather the information you’ll need to make your changes. For example, if you’re going to be changing your business name, you’ll want to ensure you’ve got the proper spelling for your new name and the right designator. But if you’re changing shares, you’ll want to confirm your old totals and check that you’ve got the right numbers and classes for your new distribution of shares.

Having this information on hand before you get to the paperwork step will help streamline your filing process.

Step 3: File your Articles of Amendment with the Division of Corporations

Now it’s time to file your paperwork. The state of Utah allows you to file the Articles of Amendment online or by mail, so you can pick the method that works best for you. Either way, you’ll need to fill in the form with the information you gathered in step 2. If you’re filing online, you’ll submit it through the web portal. If you’re filing by mail, you’ll need to mail the completed form or drop it off in person at the Division of Corporations office (note that paper forms cannot be handwritten).

At the time of this writing, this form costs $37 to submit. Once the paperwork is processed, your amendment will go into effect.

Utah Amendment vs. Certificate of Restatement

Utah law states that a business’s Certificate of Organization or Articles of Incorporation can be amended or restated at any time. Utah LLC and corporation amendments serve to alter material provisions. Restatement, on the other hand, is the act of putting all the amendments together with the original Certificate of Organization or Articles of Incorporation to create a new, comprehensive formation document. There is no official form for restatement in Utah, but you can prepare your own. 

Utah Amendment vs. Statement of Correction 

Both a Certificate of Amendment and a Statement of Correction are documents used to change information on your Utah Certificate of Organization. However, a Statement of Correction is used only when you made a mistake on the original filing or it was incorrectly executed. If you need to make substantive changes, then you’ll need to stick with the amendment paperwork.