Form a Utah LLC
Thousands of businesses have been right where you are now—deciding to become a limited liability company and deciding to use LegalZoom. We provide a user-friendly service for you to start your LLC online today in three easy steps. Protect your business and personal assets and organize your business with the help of experienced business formation experts.
When you form your Utah LLC, with LegalZoom, we prepare and file your articles of organization with the Utah Department of Commerce. We also conduct a name search for your Utah LLC to assist you in the preparation of your operating agreement and other customized services corresponding to your needs. Once your articles of organization have been successfully filed, your Utah LLC begins its existence as a legal business entity.
LegalZoom LLC Overview
Registering a LLC Name: Choosing a business name is one of the first steps in the process of forming your Utah Limited Liability Company. The name that you choose:
Must be distinguishable from (cannot be the same as or deceptively similar to) any other Utah Limited Liability Company name or actual business name, reserved name or fictitious or assumed name or any trade name, trademark or service mark registered
Must contain, as the last words of the name, "limited liability company" or "LLC" or "L.L.C." or "limited company" or "LC" or "L.C."
may not contain:(i) the terms: (A) "association"; (B) "corporation"; (C) "incorporated"; (D) "limited partnership"; (E) "limited"; (F) "L.P."; or (G) "Ltd."; or (ii) words or any abbreviation with a similar meaning in any other language; (c) without the written consent of the United States Olympic Committee, may not contain the words: (i) "Olympic"; (ii) "Olympiad"; or (iii) "Citius Altius Fortius"; and (d) without the written consent of the Division of Consumer Protection in accordance with Section 13-34-114, may not contain the words: (i) "university"; (ii) "college"; or (iii) "institute"
However, an Utah LLC can apply to choose a name that is not distinguishable from the Department of Commerce records if either:
The other entity consents to the use in a writing AND submits an undertaking in form satisfactory to the Department of Commerce to change its name to a name that is distinguishable from the applicant's name
The applicant delivers to the Department of Commerce a certified copy of a court judgment giving the applicant the right to use the name
Reserving an Utah LLC Name: A person may reserve a name by filing an application with the Department of Commerce. A name can be reserved for a 120 day period and can be renewed for 1 additional period of 120 days. An Utah LLC must wait to re-renew after the second renewal period for one calendar year. An Utah LLC name owner can transfer a name reservation by delivering to the Department of Commerce a signed transfer notice specifying the name and address of the transferee.
LegalZoom allows you to choose up to 3 names, in order of preference. We will conduct a name check before filing to see which names are available.
How to Register: Once you have chosen an available name, LegalZoom can help you register your name with the state.
Articles of Organization: During the Utah LLC formation process, articles of organization must be delivered to and filed with the Department of Commerce. State law requires that certain information be included in your articles of organization during the course of the Utah LLC formation process. This information must include:
The company name
The business purpose
The street address of the registered office and the name and street address of the registered agent (If you do not have a registered agent, LegalZoom can arrange to be your legal agent ?see below for additional details)
The signature of its initial registered agent
A statement that the registered agent is either an individual who is a resident of Utah and a member or manager of the LLC, a member or manager of the corporation that is a member of manager of the LLC or a general partner of a general or limited partnership that is a member or manager of the LLC or an in-state or out-of-state corporation authorized to do business in Utah
The street address of the principal office of the LLC or a statement that the LLC's registered office is its designated office
The name and street address of each organizer who is not a member or manager
If the company is to be manager-managed, a statement to that effect and the names and street addresses of its initial managers
If the company is to be member-managed, a state to that effect and the names and street addresses of its initial members
Filing: Your LLC is considered organized once an original and a duplicate copy of the articles of organization are delivered to the Department of Commerce with the proper filing fee by one or more persons over 18 years of age and the Department of Commerce determines that they are in compliance with state requirements. The Department of Commerce endorses both copies but retains the signed original and returns the duplicate copy to the LLC or its representative. The document is effective as of the day and time it is filed or if a date and time is indicated the document is effective as of delayed effective date and time. The requirements are:
Minimum number of Organizers: One or more persons must sign and file the articles of organization
Must be executed by a manager or other person delegated the right and power to manage the business and affairs of the LLC, if they have not yet been chosen then by any member of the LLC, if the members have not been established then by at least one organizer but if the LLC is in the hands of a fiduciary then by the fiduciary
Must be signed and indicate the capacity of the signor
Additionally, the Utah LLC formation process generally requires the inclusion and/or consideration of the following:
Duration: Although optional, if the articles do not specify duration, the LLC endures for 99 years from the date of filing.
Operating Agreement: Although not required, LLC members may adopt, by unanimous consent, an operating agreement to regulate the affairs of the company, which may also be amended and repealed as allowed by the agreement or applicable law.
Membership: A limited liability company must have one or more members. Requirements:
Minimum Number of Members: One or more
Eligibility Requirements: A member must be an individual person
Procedure for Membership: A member may acquire an interest in the LLC through:
o Signing the articles of organization or operating agreement
o Intent to become a member evidenced orally, in writing, or through contribution to the LLC and admission is reflected in the company records or otherwise acknowledged
o An assignment of member interest, consent of all members and signature of operating agreement
o The consent of a majority of the members in a member-managed company and signature of the operating agreement
o A manner provided for in the articles of organization or operating agreement
Resignation of Membership: A member can resign from a LLC; however, certain prohibitions exist surrounding the ability of a member to resign from the company.
Contribution: The contributions of a member to a limited liability company may be in cash, property, or services rendered or a promissory note or other binding obligation to contribute cash or property or to perform services.
Registered Agent In Utah
LegalZoom can also provide your business with a registered agent in Utah. Every Utah LLC must always and continuously maintain a registered agent in Utah. A registered agent in Utah is the person or office designated to receive official state correspondence and notice if the company is "served" with a lawsuit.
Eligibility Requirements: The registered agent may be (1) an individual resident of Utah whose business office is identical with the registered office, (2) an Utah corporation or Utah whose business office is identical with the registered office or (3) an out-of-state corporation or LLC authorized to do business in Utah whose business office in Utah is identical with the registered office.
Registered Office: The registered office must continuously be maintained in this state and may be a place of its business.
Utah Secretary of State
Once an Utah LLC has been created, the Utah Secretary of State will require certain recurring obligations and duties. The most important of these duties are explained below. For further information, contact the Utah Secretary of State office.
Records:Each limited liability company shall keep the following records open to inspection for the Utah Secretary of State at its designated office:
A current list, in alphabetical order, of the full name and last-known business, residence, or mailing address of each member and each manager
A copy of the stamped articles of organization and all certificates of amendment thereto
A copy of all signed powers of attorney pursuant to which the articles of organization or any amendment has been signed
A copy of the writing required of an organizer
A copy of the company's federal, state, and local income tax returns for the three most recent years, if any
A copy of any financial statements of the company for the three most recent years, if any
A copy of the company's operating agreement and all amendments thereto, if any
A copy of the minutes, if any, of each meeting of members and of any written consents obtained from members
Unless otherwise set forth in the articles of organization or the operating agreement, a written statement setting forth the amount of cash and a description and statement of contribution.
Acts Triggering Dissolution: A limited liability company is dissolved upon the happening of any one of the following events:
When the company expires (according to the time fixed in the articles of organization)
When the company fails to maintain at least one (1) member
Written consent signed by all members
Event specified in the articles of organization or operating agreement
Upon merger or consolidation of 2 or more companies, when the LLC is not the successor company
Entry of a court order
A LLC can offer certain tax advantages over a corporation, including the availability of more deductions. Additionally, a LLC is not required to be a separate tax entity like a corporation; instead it can be a "pass-through entity" so that the LLC owners report business losses or profits on their personal tax returns, like a partnership.
Federal Income Tax: Unless you elect to tax the LLC as a corporation, the IRS treats single-member LLCs as sole proprietorships for tax purposes. This means the LLC itself does not pay taxes and does not have to file a tax return. Unless you elect to tax the limited liability company as a corporation, the IRS treats multi-owned LLCs as partnerships for tax purposes. This means that LLC owners each pay taxes on their lawful share of the profits on their personal income tax returns, not the LLC itself. If you desire, by filing IRS Form 8832, you may elect corporate taxation if you regularly need to keep a substantial amount of profits in your LLC.
State Income Tax: The LLC tax rate for Utah is variable, based on Utah taxable net income.
Federal Tax Identification Number: Your LLC may need to obtain a federal tax identification number (also known as an employment identification number/ EIN), which is similar to an individual's social security number. Generally, you will not need a separate EIN number for your LLC as long as you are the sole owner and the LLC has no employees. However, if you are not the sole owner of the LLC or if the LLC has employees, your LLC will need a separate EIN number to open a bank account and for certain tax filing requirements LegalZoom can prepare your Federal Tax ID Application if you have not already done so
Filings must be made with the Department of Commerce along with the appropriate filing fee. When appropriate, a check must accompany the document payable to the State of Utah, covering all charges for the Department of Commerce.