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How to Form an LLC in Utah

To form an LLC in Utah, here's everything you need to know.

A limited liability company (LLC for short) is a way to legally structure a business. It combines the limited liability of a corporation with the flexibility and lack of formalities provided by a partnership or sole proprietorship. Any business owner who seeks to limit his or her personal liability for business debts and lawsuits should consider forming an LLC.

Here are the steps you need to take to form an LLC in Utah. For more information on how to form an LLC in any state, see Nolo's article How to Form an LLC.

1. Choose a Name for Your LLC

Under Utah law, an LLC name must contain the words "Limited Liability Company" or "Limited Company," or the abbreviations "LLC," "L.L.C.," "LC," or "L.C."

Your LLC's name must be distinguishable from the names of other business entities already on file with the Utah Department of Commerce, Division of Corporations and Commercial Code. Names may be checked for availability at the Utah business name database.

You may reserve a name for 120 days by filing an Application for Reservation of Business Name with the Utah Division of Corporations. The reservation may be filed online at the Utah Online Business Registration website or by mail.

2. Appoint a Registered Agent

Every Utah LLC must have an agent for service of process in the state. This is an individual or business entity that agrees to accept legal papers on the LLC's behalf if it is sued. The registered agent may be an Utah resident or a business entity authorized to do business in Utah. The registered agent must have a physical street address in Utah.

3. File a Certificate of Organization

A Utah LLC is created by filing a Certificate of Organization with the Utah Division of Corporations. The articles must include:

  • the LLC's name
  • the address of the LLC's principal office
  • the name and address of the LLC's registered agent
  • the signature of organizer
  • the name and address of members or managers (optional)
  • the LLC' s duration (optional), and
  • the LLC's purpose (optional).

The articles may be filed online at the Utah Online Business Registration website, or by mail. The filing fee is $70.

Steps to form an LLC

4. Prepare an Operating Agreement

An LLC operating agreement is not required in Utah, but is highly advisable. This is an internal document that establishes how your LLC will be run. It sets out the rights and responsibilities of the members and managers, including how the LLC will be managed. It can also help preserve your limited liability by showing that your LLC is truly a separate business entity. In the absence of an operating agreement, state LLC law will govern how your LLC operates. An operating agreement does not need to be filed with the Articles of Organization.

5. Obtain an EIN

If your LLC has more than one member, it must obtain its own IRS Employer Identification Number (EIN), even if it has no employees. If you form a one-member LLC, you must obtain an EIN for it only if it will have employees or you elect to have it taxed as a corporation instead of a sole proprietorship (disregarded entity). You may obtain an EIN by completing an online EIN application on the IRS website. There is no filing fee.

6. File Annual Renewals

All Utah LLCs and foreign LLCs authorized to do business in the state must file an Annual Renewal (the equivalent of an annual report) with the Utah Division of Corporations and pay a $20 fee. The renewal is due one year from the date of your LLC's initial registration and due annually thereafter. A renewal notice is sent by the Division of Corporations to your LLC's registered agent 60 days before the LLC's anniversary date. You can file the report online or access a blank renewal form from the Division of Corporations website.

FAQs

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