How to Form an LLC in Utah

This guide to starting an LLC in Utah provides step-by-step instructions on filing formation documents, obtaining tax IDs, and setting up company records.

Overview

LLCs are the most popular business structure because they are inexpensive to form, provide flexibility to the owners, and are easy to run. Forming your LLC legally establishes your business, limits your personal liability, and gains tax flexibility. The following step-by-step will help you as you undertake this process.

Fast Facts: Your Budget and Timeline

Here is an overview of the total paperwork, cost, and time it takes to form an LLC in Utah. Be sure to read the final step in this guide - "Ongoing Filings" - to understand your ongoing costs to maintain a compliant Utah LLC.

Step-by-Step Utah LLC Instructions

1. Check Name Availability

   The legal name of your LLC may not conflict with any other registered name. Check availability of your desired name by conducting a name search.

   Name Search:	Utah Department of Commerce - Division of Corporations and Commerical Code Name search
   Name Reservation:	Optional
   Suffix:	The name of a limited liability company must contain the words "limited liability company" or "limited company" or the abbreviation "L.L.C.", "LLC", "L.C.", or "LC". "Limited" may be abbreviated as "Ltd.", and "company" may be abbreviated as "Co.".  Utah Code § 48-3a-108

2. Appoint a Registered Agent

   Before you officially file to create your Utah LLC, you will need to decide who your Utah registered agent will be. A registered agent is a business's legal appointee to receive notice of lawsuit and other legal or government notices.

   State law requires every LLC to have a registered agent. The registered agent is designated when you file Utah articles of organization with the Utah Department of Commerce - Division of Corporations and Commerical Code.

   Our reliable registered agent service fulfills this requirement. You get:

   • Same-day documents from our local office in South Jordan
   • Immediate online access to state forms with our address and, where required, our signature
   • Annual fees from $89 to $99 per state with no additional charges

   
   

3. File Utah Certificate of Formation

   File the articles of organization to create your limited liability company.

   Agency:	Utah Department of Commerce - Division of Corporations and Commerical Code
   Form:	Certificate of Organization
   Instructions:	Articles of Organization Instructions and Information on Filing Articles of Organization for a Limited Liability Company
   Filing Method:	Mail, fax, in-person, or online
   Agency Fee:	$70 + optional $75 expedite fee.
   Turnaround:	~14 business days by mail or fax. ~1 business day online. ~1-2 business days by mail or fax with $75 expedite fee.
   Law:	Utah Code - Title 48: Partnerships - Chapter 3a: Utah Revised Uniform Limited Liability Company Act
   Notes:	Submit the original signed articles. If the filer requests a copy of the Articles of Organization an additional exact copy of the filed document along with a return-addressed envelope with adequate first-class postage must also be submitted. Filing online in Utah can be confusing.

4. Establish Company Records

   Your LLC must keep correct and complete books and records. Your filed articles of organization are the first documents for your LLC’s records. Your LLC will generate many other official records such as:

   • Meeting minutes
   • Operating agreement
   • EIN verification letter
   • Amendments and other filings made to the LLC throughout its lifetime

   Organizations need a secure, centralized tool for managing and accessing sensitive records. Our Records Manager software offers a simple, efficient way for LLCs to store records, track members and managers, and customize meeting notifications.

5. Create the Operating Agreement

   Draft an Operating Agreement (potentially using a template) which is the governing document for the LLC. It defines the formalities of how the LLC will run itself such as holding an annual meeting. You will review and adopt the agreement at your organizational meeting.

6. Hold the Organizational Meeting

   The first meeting of the members of the LLC is the organizational meeting. You will need your filed articles of organization and your operating agreement in order to conduct this meeting. Keep minutes of this meeting and store them in your company record book.

7. Get a Federal Employer Identification Number (EIN)

   If your LLC has more than one member or will hire employees, it must obtain an EIN. An EIN is also often required to open a bank account.

   Agency:	Internal Revenue Service (IRS)
   Form:	IRS Form SS-4
   Filing Method:	Mail, phone, fax, or online.
   IRS fee:	$0
   Turnaround:	Immediately online or by phone. 4 business days by fax. 4-5 weeks by mail.
   Notes:	The IRS website is only available during certain hours. Print your EIN before closing your session. For additional guidance, see IRS Pub 1635: Understanding Your EIN.

8. Get Utah State Tax Identification Numbers/Accounts

   Utah offers a consolidated registration application for new business state tax registration.

   Submit to:

   Utah State Tax Commission
   http://tax.utah.gov/

   Guidance:

   Tax Information for Businesses in Utah

   Form:

   Form TC-69: Utah State Business and Tax Registration

   Filing Method:

   Mail or online at OneStop

   Fee:

   $0

9. Consider Electing S-Corp or C-Corp Taxation

   By default, your LLC receives pass-through taxation and the vast majority of LLCs keep this tax classification. Some LLCs benefit from electing S-Corp or C-Corp tax treatment:

   • S-Corp treatment can help owner-employees who earn more than ~$75,000 per year save on self-employment taxes. File Form 2553: S-Corp Election.
   • C-Corps suffer from double taxation: the corporation pays taxes on profits then members pay taxes on their distributions. If profits exceed $250,000 per owner, you provide employee benefits, or you will re-invest most of your profit in the business, you may benefit from the low tax rates on retained earnings under C-Corp treatment. File Form 8832: C-Corp Election.

10. Obtain Business Licenses & Permits

    To run your business legally, you must obtain applicable licenses and permits. The easiest way to navigate the wide range of federal, state, and local requirements is to search by your business type and locality using the Small Business Administration Business License & Permit look-up tool.

    
    

    Utah Business License

    Not required

    
    
    

    General Business License licensure is not required on the State level in Utah.

    There is no state basic business license in Utah, however, all businesses are required to hold a city or county level license.

11. Ongoing Filings to Maintain Your LLC

    You must file federal and state tax returns.

    Many states also require business entities to file an annual report to maintain good standing with the secretary of state. If an annual report is required for LLCs formed in Utah, view the table below.

    
    

    Utah Corporation Annual Report Requirements:

    Agency:	Utah Department of Commerce - Division of Corporations and Commerical Code
    Form:	Annual Report / Renewal Form
    Filing Method:	Mail or online.
    Agency Fee:	$20
    Due:	Annually by the end of the month of initial registration. So if you incorporated or foreign-qualified on March 15, then your annual report is due every year by March 31. You can start filing 60 days prior.
    Law:	Utah Code § 16-10a-1607.
    Penalties:	$10 late fee. Your business also risks being dissolved or revoked.
    Notes:	Anyone with authority may file. Original signatures are not required.

    
    

    For more details, see our Utah annual report information center page.

    As your LLC grows, you will need to demonstrate your company’s good standing to banks, customers, and other state agencies. After all the work involved in forming your Utah LLC, don’t let a missed annual report filing cause your new business to fall out of compliance.

    Tracking and filing annual reports on your own can be time consuming and lead to accidental lapses. Protect your LLC’s good standing with Managed Annual Report Service, which tracks and automatically files reports on time, every time, so you can focus on your business.