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Last updated: 1/16/24
Want to launch your business as a limited liability company (LLC)? Utah might be the perfect place for you. With its low costs to do business, diverse and growing economy, and supportive regulatory environment, the Beehive State boasts a thriving startup culture.
And when you combine those state perks with the advantages of the LLC business structure (such as limited liability protection), you have a great match. Just a few of the benefits of forming an LLC include separation of personal assets and liabilities from those of your business, flexible management structure, and more.
However, if you want to reap those benefits, you’ll need to form your Utah limited liability company correctly and compliantly. If the LLC formation process seems more confusing than people who don’t eat fry sauce or green Jell-O, don’t fret. We’re here to walk you through the entire process, step by step. So, whether you’re forming in Salt Lake City or Saint George, keep reading to learn how to start your LLC.
To form an LLC in Utah, you’ll need to register your business with the state. This involves filing a Certificate of Organization with the Utah Department of Commerce, Division of Corporations and Commercial Code. Before you can file these formation documents, however, you’ll need to name your business and appoint a registered agent. After your Certificate of Organization has been filed, you’ll also need to create an operating agreement and obtain an employer identification number (EIN).
Below, we’ll show you how to form your UT LLC in 5 steps. Along the way, we’ll share plenty of pro tips that you can use to set your LLC up for success.
Note: These guidelines are for forming a domestic LLC within Utah. A domestic LLC is a company formed in the same state as the one in which you reside. If you live in a different state but want to form in Utah, you’ll need to register a foreign LLC (which will require different steps and fees).
The first step to starting your limited liability company in Utah 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.
For starters, your name must be distinguishable from any other business names in the state.
An LLC name must also include one of the following limited liability company designators:
The name of an LLC cannot include “association,” “corporation,” “incorporated,” “limited” (on its own), “limited partnership,” “L.P.,” or “Ltd.”
Additional naming rules include:
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.
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 levels.
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).
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 and typically costs $22. You are able to do this in person, online or by mail. This can give you time to get ready to form without having to worry about someone else taking the name you want.
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 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.
Pro Tip: 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.
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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:
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:
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, you can:
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.
Pro Tip: 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.
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.
When filling out your Utah Certificate of Organization, you should provide:
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.”
The Utah Department of Commerce, Division of Corporations and Commercial Code, serves as the state agency responsible for overseeing and regulating business entities in Utah. Specifically, it plays a pivotal role in the formation and management of LLCs in the state. Individuals and businesses looking to establish their LLCs within Utah must typically initiate the process by filing the necessary formation documents with this division. This includes submitting Articles of Organization. Additionally, the division maintains records of all registered businesses in the state, ensures compliance with state laws, and provides valuable resources and information to assist entrepreneurs in navigating the legal requirements for forming and operating LLCs in Utah.
PO Box 146705
Salt Lake City Utah 84114-6705
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:
Additionally, many Utah cities are registered with OneStop to provide a city business license.
Pro Tip: 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.
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.
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 a 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.
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:
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 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.
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.).
An important step when starting an LLC is to create an operating agreement. This document dictates how your business will be run and managed.
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:
A well-drafted operating agreement should include all pertinent details about how your LLC will be run and managed, including:
Trying to think of every little detail you need to include in an 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.
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.
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 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 the Internal Revenue Service.
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 the Utah Tax Commission by signing up for a Taxpayer Access Point (TAP) account via tax.Utah.gov.
Learn more about Utah taxes for LLCs.
One of the main advantages of forming your company as an LLC 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.
With your EIN, you’ll also be able to open a business bank account. Having a separate business bank account for an LLC is essential for maintaining clear financial separation between personal and business finances. It helps ensure accurate accounting, simplifies tax reporting, and strengthens liability protection for the LLC’s members. With a dedicated business account, you can track income and expenses more effectively, making it easier to manage your finances, prepare financial statements, and file taxes accurately.
Moreover, maintaining this separation is crucial for preserving the limited liability protection that an LLC offers; commingling personal and business funds can jeopardize that protection. Without a separate bank account, it’s easier for a creditor to make the case that there’s no division between you and your LLC, making it more likely that they can come after your personal funds.
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.
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.
Starting a business in Utah offers several benefits, including Utah-specific advantages and favorable regulations for entrepreneurs. Here are some key reasons why forming a business within Utah can be advantageous:
Before starting your formation, it’s advisable to consult with legal and financial professionals who are familiar with Utah’s specific regulations and can guide you through the process, ensuring compliance with state laws and maximizing the benefits of forming an LLC in the state.
You have multiple types of LLCs to choose from in Utah:
A single-member LLC is a business structure where one person owns and operates a business, enjoying liability protection that a sole proprietorship doesn’t offer. Unlike a sole proprietorship, which holds the owner personally liable for business debts, a single-member LLC separates business and personal assets, safeguarding the owner’s personal wealth. Additionally, it provides tax flexibility, allowing the owner to choose between sole proprietorship-like taxation or electing corporate tax treatment. This structure is a preferred choice for solo entrepreneurs seeking liability protection and tax advantages.
A multi-member LLC is similar to a general partnership, involving multiple owners who jointly run a business. However, the key distinction is that a multi-member LLC provides liability protection for its owners, shielding their personal assets from business debts and obligations, unlike a general partnership where personal assets are at risk. This structure also offers tax flexibility, allowing owners to choose between partnership or corporate taxation, making it an appealing option for collaborative ventures seeking asset protection and tax advantages.
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.
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.
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.
In Utah, entrepreneurs have several business entity types to choose from, each with its own characteristics and advantages. Here are some alternate business types and how they compare to an LLC:
Selecting the right business entity depends on your specific goals, liability concerns, tax preferences, and management preferences. Consult with legal and financial professionals to determine which business type aligns best with your business objectives in Utah.
After forming your limited liability company, it’s essential to adhere to state-specific legal requirements to maintain your business’s good standing.
If your LLC hires employees, ensure that you comply with Utah’s employment laws. This includes registering for the unemployment insurance tax and getting workers’ compensation insurance. You should also familiarize yourself with — and adhere to — Utah’s specific labor laws.
When forming an LLC in Utah, it’s essential to identify the specific business licenses and permits your LLC may need to operate legally. The requirements can vary depending on your location, industry, and the nature of your business activities. Here are some common types of licenses and permits that your Utah LLC may require:
To determine which licenses and permits are necessary for your Utah LLC, it’s advisable to consult with your local city or county government, as well as relevant state agencies. Additionally, the Utah Division of Occupational and Professional Licensing (DOPL) provides information on licensing requirements for various professions and industries in the state. Complying with these licensing and permitting requirements is essential to avoid potential legal issues and ensure the smooth operation of your Utah LLC.
In addition to a business license, your Utah LLC may be required to obtain business insurance. To learn about which business insurance might be required or advisable, visit the Utah Insurance Department’s Business Insurance page or talk to a qualified insurance agent.
Staying compliant isn’t a one-step process. Laws can change, and it’s easy to accidentally overlook a step that you used to complete faithfully. To stay compliant year after year, conduct an occasional legal audit to ensure that you’re adhering to state regulations.
Granted, this list isn’t exhaustive; your business may have other legal requirements to adhere to. If in doubt, chat with a business attorney in your state to get guidance that’s customized to your LLC’s unique needs.
Maintaining your LLC is vital to staying compliant and operating as smoothly as possible. Here are some essentials to keep track of.
Utah requires all LLCs to file an annual business renewal, also known as an 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. The filing fee is $18
Pro Tip: Even if you don’t get the postcard, your renewal must still be submitted by the due date.
Most business licenses and permits require renewal on an annual basis. Keep a careful inventory of the licenses you have, and renew them before they expire. Renewal requirements will vary significantly from one business to another.
Your operating agreement should grow and change just as your business grows and changes, and you should update it to reflect that growth. For example, if your LLC takes on new members, changes its management structure, or is sold, your operating agreement will need to be revised to reflect those changes.
Every time your business makes a major decision or transaction, you should carefully document it. For example, if you’re going to purchase a piece of property that requires a mortgage, you should carefully document it. Save the closing documentation, the deed, the mortgage agreement, and all other paperwork.
This careful record-keeping should be your priority for every major choice or purchase.
There isn’t a rule that says you have to hire a tax accountant or a business attorney, but these professionals can be extremely helpful. Whether it’s helping you sort through the intricacies of the tax code or informing you about the nuances of a new state law, these professionals can help you stay compliant over time. Even an occasional consultation can reap substantial benefits for your LLC.
Regularly completing these steps will help ensure that your LLC stays compliant with Utah’s laws, maintaining your good standing and avoiding legal hiccups.
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From Salt Lake City to Saint George, Provo to Ogden, Utah offers plenty more than scenic drives and friendly neighbors. If you’re a budding entrepreneur, the Beehive State’s growing economy, skilled labor market, low cost for doing business, and supportive regulatory environment present a ripe opportunity for growing a thriving business. Ready to get started? We can help. We offer services like formation, registered agent, an operating agreement template, EIN, and more. We can handle the paperwork for you so you can focus on making your business dreams a reality. Reach out to us today!
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The total cost of starting an LLC in Utah will vary, depending on your business needs, consulting fees, and licenses required. The state fees for forming a Utah LLC start at $56 for your Certificate of Organization. Note that fees change over time, so check the Utah Division of Corporations website for the most recent fee schedule.
LLCs are considered “pass-through” entities, which means you will not have to pay both business tax and personal income tax on the company’s profits. The LLC itself does not pay federal income tax; the owners pay tax on their share of the LLC profits on their personal income taxes only. However, there might be additional taxes you need to pay to the Utah government. You will also need to pay federal, self-employment, and possibly payroll taxes to the Internal Revenue Service (IRS).
If your LLC sells goods and you collect sales tax, or if you have employees, you must register your LLC with the Utah State Tax Commission. A qualified tax professional can help you make sure you’re staying compliant with all tax laws.
The processing time may vary, but you can expect it to be completed within 7 to 10 business days. For forms filed online through the OneStop portal, the time will likely be less than for mailed-in forms.
While operating agreements do not need to be filed with the state, they should be kept in a safe location with other business documents since they are legally binding.
When you get your EIN, you will be informed of the different tax classification options. LLCs usually choose the default tax status, meaning that owners pay state and federal taxes on income earned from the business as part of their individual taxes. Larger LLCs, however, sometimes opt to file taxes as a corporation. A tax professional can help you determine what’s best for your LLC.
To dissolve an LLC in Utah, you should follow the rules set forth in your operating agreement regarding dissolution and winding up. When you’re ready to dissolve, you’ll need to file a Statement of Dissolution and pay the filing fee.
For more information, visit our Utah business dissolution guide.
A foreign LLC registered in a different state should register with the Utah Division of Corporations and Commercial Code before it can conduct business in the state.
Disclaimer: The content on this page is for information purposes only and does not constitute legal, tax, or accounting advice. If you have specific questions about any of these topics, seek the counsel of a licensed professional.
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