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.
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.
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.
A Utah LLC is created by filing a Certificate of Organization with the Utah Division of Corporations. The articles must include:
The articles may be filed online at the Utah Online Business Registration website, or by mail. The filing fee is $70.
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.
All of the paperwork and procedural steps to start a limited liability company in Utah can be done online using Nolo's Utah Online LLC Formation application.
Additional tax and regulatory requirements may apply to your LLC. These may include:
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.
Business Licenses: All businesses operating in Utah must obtain a license from the local municipality in which they are doing business. Contact the business licensing office for the city where the LLC's operates (or county if it is in an unincorporated area). A list of such offices is contained in the Utah Business Licensing & Registration Guide. For professional licenses and permits, check Utah’s Division of Occupational and Professional Licensing. For more information, see Nolo's article How to Get a Small Business License in Utah.
State Tax Commission: In some cases, for example if you have employees or will be selling goods and collecting sales tax, you’ll need to register with the Utah State Tax Commission (TC). For many state tax purposes, you can register either online (using the Online Business Registration website) or on paper (using Form TC-69, Utah State Business and Tax Registration). For more information on Utah LLC tax registration, see Nolo's article Utah LLC Annual Filing Requirements.
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.
To do business in Utah, all LLCs organized outside of the state must register with the Utah Secretary of State. Foreign LLCs must appoint a registered agent for service of process. The agent may be a Utah resident, or a business entity authorized to do business in Utah.
The completed application must be accompanied by a certificate of legal existence or good standing from the foreign LLC’s home state issued not more than 90 days before the application is filed.