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When incorporating in Utah with LegalZoom, we not only file your articles of incorporation with the Utah Secretary of State, but we also prepare customized bylaws and director resolutions. We can also obtain your Federal Tax ID Number (EIN) and provide other customized services for your Utah corporation.
Utah Incorporation Information
Incorporating in Utah
Choosing a business name is one of the first steps in the process of forming your Utah Corporation. The name that you choose:
LegalZoom allows you to choose up to 3 names for your Utah corporation, in order of preference. We will conduct a name check before filing to see which names are available.
- Must be distinguishable from any other registered Utah business entity and any reserved names on record, subject to certain exceptions under state law.
- May not contain language stating or implying that it is organized for a purpose other than that permitted by state law and its articles of incorporation.
In addition, the name must contain one (or an abbreviation of) the following words, or words or abbreviations of like import in another language:
Utah state law restricts the use of certain words and phrases in business names (such as "Olympics," "Olympiad," "College," "University" and "Institute." When you incorporate with LegalZoom, your business name choices are reviewed for compliance with applicable state laws.
In order to incorporate in Utah, articles of incorporation must be filed with the Utah Division of Corporations and Commercial Code. The Utah Revised Business Corporation Act requires that certain information be included in your articles of incorporation. The following is a summary of those requirements:
- Minimum Number of Incorporators: One or more.
- Eligibility Requirements: An incorporator must be a person or entity.
A statement regarding the corporate purpose must be included in the articles, but it is sufficient to say that the corporation may conduct any and all lawful business for which corporations may be organized in Utah.
- Minimum Number of Directors: Three, provided that before any shares are issued, a corporation's board of directors may consist of one or more individuals. After shares are issued and for as long as a corporation has fewer than three shareholders, its board of directors may consist of a number of individuals equal to or greater than the number of those shareholders.
- Eligibility Requirements: A director must be a natural person. The articles of incorporation or bylaws may prescribe additional qualifications for directors.
- Listing Requirements: Not required in the articles.
The articles must state:
Other Required Information:
- The classes of shares, and the number of shares per class, that the corporation is authorized to issue.
- If more than one class of shares is authorized, the articles must prescribe a distinguishing designation for each class, as well as its preferences, limitations and relative rights.
- The articles of incorporation must authorize (a) at least one class of shares that has unlimited voting rights; and(b) at least one class of shares, which may be the same class or classes as those with voting rights, that is entitled to receive the corporation's dissolved assets.
- The street address of the corporation's initial registered office and the name and signature of its initial registered agent at that office.
- The registered agent must sign the articles of incorporation or an attached acknowledgement.
Utah permits optional provisions to be included in the articles of incorporation, such as:
The names and addresses of the initial directors.
- Provisions for regulating the powers of the corporation, its board of directors, and shareholders.
- Provisions for managing the business and regulating the affairs of the corporation.
- Imposition of personal liability of shareholders for corporate debts in certain situations.
- A par value for authorized shares or classes of shares.
- Authorization for classes and series of stock to have certain other rights
The board of directors of a corporation may adopt initial bylaws for the corporation. If no directors have been elected the incorporators may adopt initial bylaws for the corporation. If neither the incorporators nor the board of directors have adopted initial bylaws, the shareholders may do so.
The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the articles of incorporation, including management and regulation of the corporation in the event of an emergency.
Officers must be natural persons and may either be listed in the bylaws or elected by the board of directors. Officers may appoint other officers if authorized by the bylaws or board of directors.
At least one officer has the responsibility of preparing and maintaining minutes of the directors' and shareholders' meetings and other required records and information, and for authenticating records for the corporation. Any officer may hold more than one office in the corporation.
Every Utah corporation must have a registered agent in Utah -- the person or office designated to receive official state correspondence and notice if the corporation is "served" with a lawsuit.
Eligibility Requirements - The registered agent must have a business office identical to the registered office and must be either: (1) an individual residing in the state, or (2) a corporation or limited liability company with authority to transact business in the state. A corporation may not serve as its own registered agent.
Under Utah law, a professional corporation is formed in order to render services within one specific profession, subject to certain state exceptions. The name of a professional corporation must contain "PC" or "Professional Corporation": but it cannot have the words "Inc" or "Incorporated."
A report must be filed with the Utah Division of Corporations each year by the end of the 2nd calendar month following the month in which the report form is mailed by the division, and must be current as of its date of execution. This report must indicate:
- The corporation's name (and any assumed corporate name of a foreign corporation) and its state or country of incorporation;
- The street address of its registered office and the name of its registered agent at that office;
- The street address of its principal office;
- The names and addresses of the directors and principal officers of the corporation;
- A brief description of the nature of its business.
Upon written request, the corporation must mail to the requesting shareholder its most recent annual or quarterly financial statement showing in reasonable detail its assets, liabilities and results of its operations.
Income Tax Rate: For information on the Utah state income tax rate, visit: http://tax.utah.gov/
S corporation status is recognized by the State of Utah