Guide to Starting an LLC in Utah
Are you interested in starting your own business and interested in starting an LLC but are confused by the process? If so, read on for a guide to starting an LLC in Utah. I’ll walk you through the basics of what you need to do to get started and answer some common questions!
What is an LLC?
An LLC, or Limited Liability Company, is a type of business entity that offers its owners protection from personal liability for many of the debts and obligations of the business. LLCs are popular among small businesses and startups over the corporation because they are relatively easy to establish and offer flexibility in terms of management and ownership structure. For example, unlike corporations, LLCs are not required to have a board of directors or hold annual meetings.
Related: Guide to starting a business in Utah
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Steps to Form a Utah LLC
This guide will provide the information you need to start an LLC in Utah. The process is relatively simple, and with a little guidance, you can have your LLC up and running quickly.
Step 1: Choose a Name for the LLC
The first step in forming a Utah Limited Liability Company is to make sure the name you want is available.
It’s critical to do a name search before registering an LLC name, as the name of each LLC must be distinguishable from other entity names registered in the state of Utah. The Department of Commerce makes it easy to search and verify if your LLC name is available. Here is more information on how to search available Utah LLC names.
In addition to the name being unique, the entity designator (identifier used at the end of the business name) must be either:
– 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.
Before settling on an LLC name, you may want to do a domain name search to is if a URL is available to match your business name.
Step 2: Appoint a Utah Registered Agent
Every LLC in Utah is required to have a registered agent. A registered agent will act as a central point of contact to receive legal documents, tax notices, summons, subpoenas, etc., on behalf of the LLC.
The basic requirements to be a Registered Agent in Utah include:
– The agent must be a Utah resident at least 18 years of age or a commercial registered agent service with a registered office in the state.
– The agent must have a physical address in the state (PO Boxes aren’t allowed).
– The agent must generally be available during normal business hours at the address provided to receive service of process.
Learn more about the requirements for a registered agent in Utah.
An individual meeting the requirements can be the agent; however, the agent’s name and address become public record, and with that comes a loss of privacy. Keeping their name private is more important for some entrepreneurs than others, especially when doing business from home or still employed. Hiring a commercial registered agent service like Northwest Registered Agent will help preserve the owner’s privacy by keeping their names from being listed as the agent on the state’s website.
Step 3: File the Utah LLC Certificate of Organization
The paperwork to officially create an LLC in Utah is called the Certificate of Organization (called the Articles of Organization in most states). To submit the paperwork, either file online through the Utah Department of Commerce, Division of Corporations and Commercial Code OneStop website or the Utah Certificate of Organization.
Related: How to fill out the Utah Certificate of Organization
When filling out the Certificate of Organization, a few sections and terms can be confusing at first glance. Let’s go over a few of these sections to help get your LLC started right.
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 LLC’s physical address, or it can be the address where the business records are stored. You may not use a PO Box for the designated office.
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 LLC member, such as a mentor, attorney, or accountant, but any of the LLC members can be listed as an organizer.
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.
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.”
Related: How to Answer the Business Description.
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What To Do After Forming A Utah LLC
Once the LLC has been formed, there are a few additional steps to take care of. Below is a list of the most common tasks.
Prepare a Utah LLC Operating Agreement
The operating agreement is a document that governs the framework of an LLC. This document covers items like ownership rights, member responsibilities, how profits and losses are distributed, and more.
Most states do not require an LLC to have an operating agreement, but it is still worth considering. Without an operating agreement:
- The LLC could be subject to generic state rules that may be detrimental in the event of a lawsuit.
- Member’s personal liability protection may be diminished.
- Members may not fully understand their roles and responsibilities, which could lead to costly disputes in the future.
Related: Utah operating agreement template
Obtain an EIN
If the LLC will hire employees or is owned by more than one member, an EIN is required.
The EIN or Employer Identification Number (also referred to as a Federal Employer Identification Number, FEIN, or Federal Tax ID Number) is a unique 9-digit tax identification number assigned to a business by the Internal Revenue Service (IRS). Similar to a social security number for an individual, the EIN identifies business entities for tax purposes. The EIN will be needed to hire employees, open a bank account, build business credit, register for business licenses and permits, file federal and state taxes, and more.
There is no cost for the EIN when registering through the IRS. The number is available immediately when applying through the IRS website; however, you can also register by phone, fax, or mailing IRS Form SS-4.
If an Employer Identification Number isn’t required, the LLC can use either the owner’s social security number or register for an EIN.
Related: How to Apply for an EIN
Open an LLC Bank Account
Opening a bank account for your LLC is important for liability protection as the account separates the business’s funds from the member’s personal funds.
Several documents will be needed to open a business bank account, such as:
- A banking resolution is a document that authorizes the members to open a business bank account on behalf of the LLC.
- Copies of the original formation paperwork from the state showing the creation of the LLC.
- Driver’s licenses of the members.
- Occasionally the bank will request a Utah Certificate of Good Standing to prove the LLC is active and in good standing with the state.
Related: How to Open a Business Bank Account for your LLC
Apply for Business Licenses and Permits
Depending on what your business does and where it is located, there will likely be various business licenses and permits needed before starting the business. Some common registrations include:
- Business License – Some cities require businesses to obtain licensing before starting.
- Professional License – Certain services, such as barbershops, accountants, salons, and others must be licensed.
- Sales Tax License – In order to sell products and certain services, registration for a sales & use tax permit with the Utah State Tax Commission will be needed.
Related: What Business Licenses are Needed in Utah?
File Utah LLC Annual Reports
LLCs are required to file an annual report with the Utah Department of Commerce. The cost of the annual renewal is $18 and is due by the anniversary date of the LLC formation. For example, if the LLC were formed on February 1, 2022, the first annual report would be due on February 1, 2023.
Related: How to File a Utah LLC Annual Report
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Utah LLC FAQs
How much does it cost to start an LLC in Utah?
The state filing fee for starting an LLC in Utah is
How long does it take to start an LLC in Utah?
It takes LLCs in Utah 1-2 business days to process online filings, while mailed in forms can take 7-10 business days.
How much does it cost to renew an LLC in Utah?
Each year, LLCs in Utah will submit an annual report and a $18 state filing fee.
Do I have to pay to hire a registered agent?
No. Anyone can act as a registered agent, provided they are at least 18 years old, reside in the state of Utah, and are generally available to receive documents during normal business hours.
Does an LLC need a business license in Utah?
It’s sometimes thought that the LLC and business license are the same in Utah, but they aren’t. An LLC is referred to as a business entity, which is how the business is organized to conduct business. A business license is an approval from a government entity to operate legally.
Most businesses in Utah will need to register with a variety of government agencies. Utah business license requirements are based on what the business does or where it is located in the state, not on the type of entity.
What is a Foreign Limited Liability Company?
A foreign LLC isn’t a special type of LLC. Instead, it’s an LLC that was formed in another state (domestic LLC) that wants to operate physically in Utah. Physically operating means having a presence, such as having an office or hiring an employee.
Related: What is the difference between a domestic Utah LLC and a foreign LLC?
What is a Professional Limited Liability Company?
Businesses that require occupational licensing in Utah, such as accountants, architects, veterinarians, etc., can file for a Professional LLC (PLLC) instead of an LLC.
Is an LLC the same as a corporation?
The LLC is one of four main types of business entities. You can learn more about each here:
What is a sole proprietorship?
What is a general partnership?
How to form a Utah corporation
Can you have a single-member LLC in Utah?
An LLC in Utah can be operated by one individual or many. An LLC owned by one person is referred to as a single-member LLC.