Guide to Setting Up a Utah LLC

1. Name your Utah LLC

The first step to starting a Utah LLC is to name your business. Your business’s name sets the tone for how the public perceives your brand, so choose wisely. You’ll also need to adhere to Utah’s rules for naming an LLC in the state. 

Utah LLC Naming Requirements

For starters, your Utah LLC name must be distinguishable from any other business names in the state. You can make sure your desired business name is available by conducting a search on the Utah Division of Corporations website, or by using our Utah Business Entity Search page. 

An LLC name must also include one of the following limited liability company designators: 

• Limited Liability Company
• Limited Company
• L.L.C.
• L.C. 

The name of an LLC cannot include “association,” “corporation,” “incorporated,” “limited” (on its own), “limited partnership,” “L.P.,” or “Ltd.”

Additional Utah LLC naming rules include: 

• The name cannot in any way suggest that the business is an agency of the state or any of its political subdivisions (without authorization to register such a name). 
• The name may not imply that the business entity is organized for any purpose other than that/those provided in the formation documents. 
• The registered name must either be translated into English or written in letters from the English alphabet. 
• Nonprofit agricultural cooperatives are the only entities authorized to use the word “cooperative” in their business name. 
• There are restrictions on the use of certain types of words in a business name that require prior written consent from the appropriate agency, such as words to do with: educational institutions, banking, finance, and U.S. Olympics. 

Trademarks

Even if the state database shows your desired name is available, that doesn’t mean you’re clear to use it. Business names can also be trademarked at both the state and federal level. 

Check with the Utah Division of Corporations website to conduct a trademark search at the state level. You can also determine whether the name has been federally trademarked by checking with the U.S. Patent and Trademark Office (USPTO). 

DBAs

If you want to conduct business under a different moniker than your official company name, you’ll need a Utah “doing business as” (DBA) name. DBA names also need to be registered with the Utah Division of Corporations. 

A DBA name is commonly used when a business wants to launch a new product line, or open a new store without having to form a whole new business entity. Examples of when a DBA name would be used include: 

• A business with the official name “ABC Toys, LLC” wants to sell puzzles online as “ABC Puzzles”
• A business with the official name “ABC Toys, LLC” wants to sell online as simply “ABC Toys”
• A business with the official name “XYZ Electronics, LLC” wants to sell MacBooks as “XYZ Macs”

Get a domain name

A huge part of running a business today is being available online. That’s why you’ll also want to secure a domain name that matches closely with your business name. 

Available or unavailable domain names may also influence what business name you choose. For instance, if your top business name choice isn’t available as a URL, but your second choice is, you might wind up going with the latter. 

Need some inspiration or want to check out domain name availability? Use our domain name checker tool. 

Note: You may also want to snag social media handles that go with your business and domain name as well. Engaging customers and prospects via Instagram, Twitter, Facebook, LinkedIn, and other platforms is a great way to build up your brand’s reputation and footprint in the marketplace. 

Reserve your business name

Found the perfect name for your LLC, but aren’t quite ready to officially form your business? Reserve your business name instead.

Utah allows you to reserve a business name for up to 120 days by filing an Application for Reservation of Business Name. This can give you time to get ready to form without having to worry about someone else taking the name you want.

2. Appoint a registered agent in Utah

All Utah LLCs are required to appoint a registered agent. Your Utah registered agent is an individual or business entity who receives important government mail and legal notices (such as court summons or lawsuit notifications) on behalf of your LLC.

Requirements for serving as a Utah registered agent include: 

• Having a physical street address in the state of Utah (PO boxes will not suffice)
• If the registered agent is a business, they must be registered with the Division of Corporations and in good standing
  • Note: If you use a commercial registered agent service, you will only need to indicate their name on your application, since the remainder of their information is already on file.

Can I serve as my own registered agent?

While you can technically serve as your own registered agent if you choose, there are a number of reasons why this isn’t ideal. Just a few of the drawbacks include: 

• You could be served with court summons or notification your business has had legal action taken against it in front of clients, customers, and even investors
• You’ll need to always be available to receive legal notices during regular business hours (this can make travel difficult) 
• If your physical address changes, and you forget to update the information with the Utah Division of Corporations, you could miss out on receiving important notifications and legal documents

Benefits of Using Professional Registered Agent Services

All of the above reasons are why many business owners choose to go with a professional service for their registered agent instead. By using a Utah registered agent service like ours, you can: 

• Avoid the embarrassment of receiving service of process in front of others
• Have the peace of mind knowing that legal notices will be received and passed along dependably
• Trust that the address will always be correct and up-to-date with the Utah Division of Corporations

What if a process server can’t find my Utah registered agent?

If the Utah Department of Commerce, Division of Corporations can’t make contact with your Utah registered agent, you could incur the wrath of the state. Being unreachable can result in anything from falling out of compliance with the state, to the involuntary dissolution of your business. 

This issue can happen pretty easily if your appointed registered agent is out of the office when an officer of the court attempts to serve notice, or if the address changes but you forget to update it with the Division of Corporations. 

It is for these reasons, along with the others already outlined in this guide, that serving as your own registered agent or having friends or family do it isn’t usually the best idea.

ZenBusiness can provide your registered agent service

One of the main services that we offer is our professional registered agent service. If you opt to use ZenBusiness’s registered agent service, there will always be someone available to receive important legal, tax, and other notices from the state. 

Not only will using a professional service keep you in compliance, but it will also help you avoid the risk of being served legal notices in front of others. 

Our service also helps keep you organized. When you get notices or important documents, we’ll quickly notify you. You can then keep them stored in your digital dashboard, and access or print them whenever you want.

3. File Utah Certificate of Organization

To form an LLC, you’ll need to file a Certificate of Organization. Commonly called Articles of Organization in other states, this document officially registers your business with the state, so it’s important to get every detail right. 

What should a Certificate of Organization include?

When filling out your Utah LLC Certificate of Organization, you should provide: 

• Your LLC’s name
• The primary address of your company
• The name and street address of your registered agent
• Organizer signature
• The name and address of your members and/or managers (optional)
  • While it isn’t required that you provide the names and addresses of all members and/or managers, the name and address of at least one manager, member, or governing person must be provided in the annual report delivered to the Division of Corporations
• The duration of the business entity (optional)
• The purpose of the business entity (optional) 

Filing Your Certificate of Organization

You’ll file your completed Certificate of Organization with the Utah Department of Commerce, Division of Corporations and Commercial Code, and pay your $54 state filing fee. You may file in person, or via mail, fax, or online. Accepted payment types include cash, credit/debit card, check, or money order, made payable to “State of Utah.” 

Create an online account

If you want to file your formation documents online, you can register for an account on the Utah.gov OneStop Business Registration System. With Utah’s OneStop Business Registration System, you can register your new business with the Utah: 

• State Tax Commission
• Department of Commerce
• Department of Workforce Services

Additionally, many Utah cities are registered with OneStop to provide a city business license. 

Note: The OneStop Business Registration has recently been upgraded to a new login system — UtahID. If you’ve already created a OneStop Business Registration account, you’ll simply create a new UtahID account, but use the same email you used for OneStop. The new UtahID can also be used to log into other Utah agency systems. 

How to Expedite Your Filing

If you file by mail, the state of Utah takes between 3 and 7 days on average to process a Certificate of Organization. You can also expedite the process to 2-day processing for an additional $75 fee (as of this writing). 

The average turnaround time when filing online is currently 2 days. (Note: Utah does not offer further expedited processing for online filings.) 

Another way to speed up the process is to purchase our faster filings speeds service. 

Member-Managed vs. Manager-Managed Structure

A big question many people starting a new LLC ask is whether they should go with a member-managed or manager-managed structure. The answer to this question depends on a number of factors, such as your business type and member preference/availability. 

Many LLCs choose to be member-managed, especially if they only have one or few members. In a member-managed structure, the members manage the day-to-day operations of the business. From one-member LLCs to those running a multi-member LLC, this structure gives members total control over the management of the business. 

Conversely, some LLCs opt to be manager-managed. This involves hiring someone to manage the business. The hired manager can either be one of the members, or an outside manager. The manager-management structure can be helpful when some or all of the members only wish to be investors in the business, but don’t want to participate in the day-to-day operations.

How do I get a Certificate of Existence? 

A Utah Certificate of Existence (often known as a Certificate of Good Standing in other states) is a document that verifies your LLC was legally formed and is in compliance with the state. A few reasons why you might want to obtain one include: 

• Trying to acquire funding from banks or lenders
• Doing business in another state (forming a foreign LLC)
• Getting or renewing certain types of business licenses

You can request a Utah Certificate of Existence by going online to the Utah Department of Commerce, Division of Corporations and paying a small fee. You can also use our Certificate of Good Standing service to request your Utah Certificate of Existence.

Making Changes

You only need to file your formation documents once. However, if you need to make major changes later, such as changing your registered agent or switching your management structure, you’ll need to file a Utah Amendment to Certificate of Organization form (and pay the corresponding filing fee). 

If you do need to file an amendment, we have an amendment filing service that can handle it for you. Plus, our Worry-Free Compliance service includes two amendment filings every year. 

Annual Business Renewal

Utah requires all LLCs to file an annual business renewal, also known as a Utah LLC annual report in other states. As its name suggests, this form is filed every year, and lets the Utah Department of Commerce, Division of Corporations know that your LLC is still in existence and provides up-to-date information about your business. 

Your annual business renewal must be filed with the Department of Commerce, Division of Corporations and Commercial Code every year, by the date of your LLC’s inception anniversary. The agency will generally send you a postcard reminding you when the renewal is coming up due.

Note: Even if you don’t get the postcard, your renewal must still be submitted by the due date. 

Use our annual report filing service to file your Utah annual business renewal quickly and avoid costly mistakes. 

Store all your documents in one digital dashboard

If you have us file your Certificate of Organization for you, once the state approves your LLC, your digital paperwork will be available from your ZenBusiness dashboard. This is where you can keep all your important documents centralized and digitally organized. 

Stay organized

Once you get your physical paperwork back from the state approving your LLC, you’ll also want to keep it in a safe place along with any other important legal documents (such as your operating agreement, contracts, member certificates, etc.). We offer a customized business kit to help you keep any paperwork hardcopies organized and looking professional. 

Professional LLCs (PLLCs)

Utah law says that business owners in certain professions that require licensure (such as doctors, lawyers, architects, and accountants) who want to offer their services under the LLC structure must instead form a professional limited liability company, or PLLC. 

If you’re in such a profession, check with your licensing agency or board to see if it requires you to form a PLLC. Note: We at ZenBusiness don’t handle PLLC formation at this time. 

Series LLCs

There are only a few states that allow formation of Series LLCs, and Utah is one of them. A Series LLC is when you register a main LLC, as well as one or more offshoot LLCs. A common example of when Series LLCs are applicable is when an entrepreneur owns multiple rental properties and wishes to separate the liability of each property. 

Note: We do not offer Series LLC formation at this time. 

Low-Profit LLCs (L3Cs)

Utah is also one of a few states that allow low-profit LLCs, or L3Cs. According to the Utah Division of Corporations and Commercial Code, an L3C “significantly furthers the accomplishments of one or more charitable or educational purposes within the meaning of Section 170(c)(2)(b).” 

You can register an L3C by filing a Certificate of Organization (Low-Profit Liability Company) with the Utah Department of Commerce, Division of Corporations. 

4. Create a Utah operating agreement

An important step when starting an LLC is to create an operating agreement. This document dictates how your business will be run and managed. 

Benefits

While not a legal requirement in the state of Utah, operating agreements provide a number of benefits to LLCs and can help you avoid future hassles. That’s because this internal document clearly defines your LLC’s terms of ownership and management. Without one, you’ll instead be subject to Utah’s default rules for LLCs, which might not reflect the wants of yourself or other members.

Just a few of the advantages of creating a Utah operating agreement include: 

• Preventing and resolving conflicts by clearly outlining the powers and privileges of each member
• The ability to customize your business’s rules and procedures
• The ability to define your LLC’s management structure
• Further separation of your personal assets and liabilities from those of your business in the eyes of the courts

What should an LLC operating agreement include?

A well-drafted OA should include all pertinent details about how your LLC will be run and managed, including: 

• Management structure (member-managed or manager-managed)
• Rules and procedures for adding/removing members
• Succession plans for when a member leaves or passes away
  • This is even useful for single-member LLCs, as the operating agreement can stipulate what happens to that member’s portion of the business upon departure.
• Information regarding who has the authority to act on behalf of the business
  • Who can sign checks on behalf of the LLC? Who negotiates agreements? What percentage of member votes is required for routine and major decisions? 
• Ownership allocation
• Plans for dissolution and winding up 

✓ Operating Agreement Template

Trying to think of every little detail you need to include in a Utah LLC operating agreement can seem daunting, especially when you’re already busy with the other tasks that go into starting a new business. That’s why we’ve created an easy-to-follow operating agreement guide. Otherwise, if you form your LLC with ZenBusiness, you’ll get a customizable operating agreement template to save you time researching and crafting the agreement yourself. Simply follow the step-by-step instructions to fill in your OA completely and correctly. 

Do I need an operating agreement even if I’m the only owner of my LLC?

If you’re starting a single-member LLC, you may wonder if you need an operating agreement. The simple answer is that it’s still a good idea. 

This document doesn’t just settle or prevent disputes between LLC owners. It also helps set the rules and procedures for many facets of your business. For instance, if you pass away or decide to leave your business, where should the funds go? Or, what should happen if you become incapacitated? 

Furthermore, without operating agreements, single-member LLCs can look more like sole proprietorships or other informal business structures in the eyes of the court. Creating this document helps to create further separation between your personal assets and liabilities and those of your business in case you have legal action taken against you. 

Finally, some banks won’t even let you open a business bank account without one.

5. Apply for an EIN

To get set up to pay taxes, you’ll need to apply for an Employer Identification Number, or EIN. Much like a Social Security Number (SSN) does for an individual or sole proprietorship, your EIN identifies your Utah LLC to the Internal Revenue Service (IRS). You’ll likely also need an EIN to do things like open a business bank account. 

You can obtain an EIN through Internal Revenue Service, but if you don’t want to deal with the government agency yourself, we can do it for you. Our EIN service is quick and easy to use. 

✓ Our LLC formation service includes obtaining an EIN for your LLC but we can also help you get an EIN for an existing company

Register to pay taxes

If your LLC sells goods and you collect sales tax, or if you hire employees, you will need to register your business with the Utah Tax Commission.

Luckily, if you’ve already registered via the aforementioned OneStop Business Registration, your business is already registered with multiple Utah government agencies from one account, including the Tax Commission. 

If you haven’t yet registered for a OneStop account, you can also register with just the Utah Tax Commission by signing up for a Taxpayer Access Point (TAP) account via tax.Utah.gov. 

Learn more about taxes for LLCs. 

Can filing as an S corp lower my taxes? 

One of the main advantages to the LLC business structure is its flexibility. This flexibility is also apparent in how you can choose to have your LLC taxed.

By default, a single-member LLC is taxed as a sole proprietorship, and a multi-member LLC is taxed as a general partnership. This appeals to most owners of LLCs because it avoids “double taxation.” Double taxation occurs when a business pays taxes at both the business level and again when the income is paid to the individual owners. But some LLCs opt to be taxed as a C corporation or an S corporation depending on their circumstances and needs.

Being taxed as a C corporation does mean you get double taxation, but, for certain LLCs, the pros can sometimes outweigh the cons. C corporations have the widest range of tax deductions, which could be an advantage in some scenarios. For example, insurance premiums can be written off as a business expense.

S corp is short for “Subchapter S Corporation,” and is geared toward small businesses. Having your LLC taxed as an S corp has pass-through taxation like a standard LLC, but there’s another potential advantage: It could save you money on self-employment taxes.

It does this by allowing you to be an “employee-owner” and split your income into your salary and your share of the company’s profits. In this way, you pay self-employment taxes on your salary, but not your profits.

The drawback is that the IRS scrutinizes S corps very closely, meaning you’re more likely to get audited. S corps are also harder to qualify for.

While it’s possible that one of the above options could work better for your LLC, we don’t need to tell you that taxes are very complicated. They’re also very specific to your situation. That’s why you really need to consult a tax professional to see which taxing method works best for your Utah business.

Open a business bank account

With your EIN, you’ll also be able to open a business bank account. It’s crucial to have separate accounts for your personal and business expenses in order to avoid commingling funds. 

Not only will keeping your personal and business finances separate make things easier come tax time, it can also help demonstrate that you and your LLC are separate entities should anyone ever take you to court. 

Note: In order to further separate funds, you may also want to open a business credit card. You may also want to consult with a business accountant for advice on how to manage your finances. 

Manage your Utah LLC’s finances

To help you get a handle on your Utah LLC’s finances, we offer a discounted bank account for your new business. This account offers unlimited transactions, online banking, a debit card, and more. And if you want to authorize others to use the account, we offer a banking resolution template to simplify the process. 

Furthermore, you can use ZenBusiness Money to easily create invoices, receive payments, transfer money, track tax deductible expenses, and manage clients all in one convenient place.