The Limited Liability Company (LLC) is a smart entity choice for many start-up businesses. The LLC provides personal liability protection and has the potential to save money on taxes. With a little research, you can learn how to form an LLC in Utah without an attorney.
Unlike a sole proprietorship or partnership where the small business owner can be personally liable for lawsuits against the business, the LLC is a separate legal structure, protecting for the business owner’s personal assets.
Besides the liability protection, the Limited Liability Company provides several other benefits over the sole proprietorship, partnership, and corporation because of the multiple tax options, ease of administration and management flexibility.
Forming an LLC in Utah can be both affordable and is simple enough for most people to start on their own. That said, it’s not a bad idea to have a legal professional like While the filing is pretty straightforward, it’s nice to have some support if you have questions, alerts when the annual report is due, forms like operating agreements, banking resolutions and more. There are companies like IncFile, Swyft Filings and others that do all of this for only $49.
To form a Limited Liability Company in Utah, file the Certificate of Organization with the Utah Department of Commerce. The LLC filing fee is $70. This form will not be accepted if it is handwritten. It must be typed.
Approval for the LLC is typically around 7-10 business days.
If you have questions, contact the Utah Department of Commerce.
HOW TO FILE THE CERTIFICATE OF ORGANIZATION AND FORM A UTAH LLC
Step 1: Name of Limited Liability Company
Enter the name you want for the LLC. The name of the LLC also has to differ from other entity names registered with the Department of Commerce. You will want to check on available LLC names in Utah before fiilng the Certificate of Organization.
The name of the LLC must also include a designator at the end of the business name. A designator describes what type of business entity it is. Available designators include:
- Limited Liability Company
- Limited Company
- Limited Liability Co.
- Limited Co.
- Ltd. Liability Company
- Ltd. Company
- Ltd. Liability Co.
- Ltd. Co.
A comma may be used after the business name and before the designator. “Cowboy Cleaners LLC” and “Cowboy Cleaners, LLC” are both acceptable.
Enter the name along with the designator you would like to use and click on “Check Name Availability” A new page will open indicating whether the name is available or not. Even if the search comes back with the name is available, the Department of Commerce’s office will also review it to be sure it isn’t being used by someone else or that it is too similar to another name.
Step 2: Principal Office Address
In this section, enter the street address, city, state and zip code of the initial principal office. This address must be in Utah and can be the physical address of the LLC or it can be the address where the business records are stored. You may not use a PO Box for the designated office.
Step 3: Registered Agent
To have an LLC in Utah, a Registered Agent must be identified. The Registered Agent can either be a resident of Utah, a Business Entity or a Registered Agent service. If the Registered Agent is a business, it must be registered with the Department of Commerce and be in good standing.
The Registered Agent must have a physical address in the state (PO Boxes are not allowed) and act as a point of contact to receive legal documents, tax notices, summons, subpoenas, etc on behalf of the LLC.
Even though the business owner can be the registered agent, their name and address become public record and with that comes a loss of privacy. This is more important for some entrepreneurs, especially when they are doing business from home.
Step 4: Signature of Organizer
An LLC Organizer is someone involved with the formation of the Certificate of Organization. The Organizer may or may not become a member, such as a mentor, attorney or accountant, but any of the initial members can be listed as an organizer.
Have an organizer sign in step 4 after the form is printed.
Step 5: Name and Address of Members and/or Managers
This is an optional section. Some people won’t fill in this section since they don’t want the members and manager’s names on public record. This can sometimes pose a problem when opening a bank account as some banks won’t open an account without a listed member or manager.
The difference between a member and manager.
- Member-Managed LLCs have an active involvement in the management and have authority to act on behalf of the LLC.
- Manager-Managed LLCs are hired by the members to run the LLC, similar to a CEO of a corporation. This is generally used when there are passive members in the LLC and the members do not actively manage or operate in the affairs of the business.
Most LLCs are member-managed.
Step 6: Duration
This is another optional section. Here, you can indicate how long the LLC will remain in existence. Most LLCs will choose a Perpetual duration, however some businesses (usually investment related) will have a specific closure date.
By skipping this section, your LLC will be Perpetual by default.
Step 7: Business Description
Another optional section where you can provide some basic information about what the business does. Some filers will include an open-ended business purpose saying “This business will engage in any lawful business activity for which a Limited Liability Company may be organized in Utah”.
Step 8: Inclusion of Ownership Information
The next two questions are optional and ask demographic information about whether the LLC is female-owned and/or minority-owned.
Pay and File
Pay and file the Certificate of Organization.
Send a copy to:
Utah Division of Corporations & Commercial Code
PO Box 146705
Salt Lake City Utah 84114-6705
In approximately 7-10 business days, the LLC will be approved.
That concludes the basics of forming an LLC in Utah. Remember, even though you can do it yourself, there is more to an LLC than just the filing. If you have questions, work with an attorney or a specialized entity formation company such as IncFile or Swyft Filings to make sure everything is done correctly.
While not required, an Operating Agreement is recommended in many cases. An Operating Agreement is a legal document outlining the roles and responsibilities for the members of the LLC. Read more about when an LLC needs an Operating Agreement.
After filing the LLC, be sure to register for an Employer Identification Number (EIN) with the Internal Revenue Service (IRS). The EIN is basically a social security number for a business and will be needed before opening a business bank account. There is no cost to apply and it takes about 5 minutes to get. See how to apply for an EIN.
Last, before starting a business in Utah, you may still need to apply for business licenses, sales tax permits, self-employment taxes and more in Utah. See the Guide to Starting a Business in Utah for more information.