Decided a corporation is for you, but unsure how to get started? Check out these steps for how to incorporate your business in Utah.
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updated September 1, 2023 · 4min read
For many business owners, the biggest advantage to forming a corporation is the protection it provides to its owners’ personal assets. A corporation is a separate legal entity from its owners, so only the corporation’s assets—not the owners’ personal money and property—are at stake in a lawsuit, court judgment or bankruptcy. A corporation also offers other benefits, such as possible tax savings and added appeal for investors.
Preparing your articles of incorporation
A Utah corporation is formed by filing articles of incorporation with and paying a filing fee to the Division of Corporations and Commercial Code of the Department of Commerce. A corporation legally exists when the articles are filed, unless the articles specify a later date. The following is the minimum information that must be included in the articles of incorporation:
In regard to stock structure, the articles of incorporation must also state the number of shares the corporation is authorized to issue. If more than one class of shares is authorized, the articles must provide a designation for each class. Before any shares of a class are issued, the articles must state the limitations, privileges, and relative rights of the shares in that class.
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It is wise to find out if your desired corporate name is available before you file incorporation documents. You can check name availability by searching the Division of Corporations and Commercial Code’s website, or by phoning the Division.
You can reserve a name for 120 days by filing an application with the Division of Corporations and Commercial Code.
When choosing your corporation’s name, you must meet the following requirements:
An incorporator is responsible for signing and filing the articles of incorporation. The following requirements apply when specifying incorporators:
Directors oversee the corporation’s business, usually delegating the day-to-day operations to the officers. Directors have a duty to act in the best interests of the corporation and its shareholders.
The following requirements apply when specifying directors:
Every corporation must designate a registered agent to receive notices, demands, and lawsuits for the corporation. The agent is then responsible for delivering these documents to the corporation.
The following requirements apply when specifying a registered agent for your corporation:
You may state your corporation’s purpose in general terms to allow flexibility for your business in the future. For example, the articles of incorporation may state that “the purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the Utah Revised Business Corporation Act.”
Bylaws are the rules a corporation follows in running its business. They typically outline the rights and responsibilities of the corporation’s officers, directors and shareholders and may include any provisions for managing the corporation’s business and affairs. Bylaws are not filed with the Department of Corporations and Commercial Code.
Utah corporations are not required to have bylaws, but they may be adopted by the directors or incorporators. Bylaws cannot include provisions that are inconsistent with the law or the articles of incorporation.
The Division of Corporations and Commercial Code of the Utah Department of Commerce requires a fee when filing articles of incorporation or reserving a corporation name. Corporations are also required to pay state and federal income taxes.
Ready to start a corporation in Utah? LegalZoom can help you start a corporation online and find a registered agent in Utah.
by Jane Haskins, Esq.
Jane Haskins is a freelance writer who practiced law for 20 years. Jane has litigated a wide variety of business disp...
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