How To Fill Out The Utah Certificate of Organization
Are you looking to start a Limited Liability Company in the state of Utah? If so, then you need to file the Utah Certificate of Organization, which is the official document that sets up the entity with the state.
If you are new to forming an LLC, no worries! I’ll explain how to file this form so you can get your LLC up and running without much hassle.
Zenbusiness and IncFile are running a special where you only pay state fees for your LLC formation!
Steps To Fill Out The Utah Certificate Of Organization
The Utah Certificate of Organization is the official document filed with the Utah Department of Commerce to establish a Limited Liability Company (LLC). After the filing is approved by the state, the business can officially begin operating and register for the necessary business licenses and permits.
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’s OneStop website or fill out the paper Utah Certificate of Organization.
Even though filing online will get your LLC registered faster, the paper form is way easier to fill out. So, I’ll go over the steps to fill out the paper form.
Step 1: Pick a Name for the LLC
The first step in filling out the Utah Operating Agreement is to pick a business name.
There are a few requirements when choosing a Utah LLC name.
1. The name of your LLC must not be too similar to the name of another business entity already registered with the state of Utah. You can verify name availability by doing a Utah LLC name search with the Utah Department of Commerce to be sure the LLC name is available.
2. The name of the LLC must include one of the following entity identifiers at the end of the business name:
– Limited Liability Company
– Limited Company
– Limited Liability Co.
– Limited Co.
– Ltd. Liability Company
– Ltd. Company
– Ltd. Liability Co.
– Ltd. Co.
– L.L.C.
– LLC
– L.C.
– LC
Enter the LLC name including the identifier to continue. If you choose a name that is taken, the Department of Commerce will return your application.
Step 2: Provide the Principal Office Address
The address of the principal place of business may be, but is not required to be, the actual place of the business. It can also be the main location where the business records are kept.
A physical address must be used for the principal place of business as P.O. Boxes are not acceptable.
Step 3: Appoint a Registered Agent
One requirement to have an LLC in Utah is to appoint a Utah Registered Agent. The Registered Agent is a party that is physically located in the state of Utah that will receive important notices and service of process (which means to accept papers that start a lawsuit) on behalf of the LLC.
Provided the LLC member lives in the state of Utah and is generally available during business hours, they may act as the Registered Agent. Additionally, any adult resident of the state, attorney or accountant in the state, or a Registered Agent Service can also act as the LLC’s Agent.
Related: Should you be the Registered Agent?
Step 4: Include the Organizer’s Signature
The Organizer is someone who is involved with the LLC formation. The Organizer may or may not be a member, such as a mentor, attorney, or accountant, but any of the initial member(s) could be listed as an organizer.
After the form is completed and printed, the Organizer will sign the Certificate of Organization.
Step 5: List the Members and/or Managers
This is an optional section, however depending on the bank, it may be more difficult to obtain signing powers for anyone who isn’t listed in the Certificate of Organization.
In this context, a Member is an owner of the LLC. A Manager refers to someone hired by an LLC member to run the business, similar to hiring a CEO of a corporation.
Step 6: Choose the Duration of the LLC
This is an optional section. The duration of the LLC refers to the length of time the LLC is to exist.
Most LLCs will be perpetual as there isn’t a set end date in mind for the business. However, if there is a predetermined date the LLC will close, check the box and enter the date. This is more common for investment-related entities.
Otherwise, check the box for perpetual. If left blank, the default is perpetual.
Step 7: Describe the Purpose of the LLC
This section is also optional, but is available to provide a basic overview of what the business does.
Related: How to answer the business statement of purpose
It is generally recommended that the business purpose is somewhat generic because if the business significantly changes over time, an amendment is supposed to be made to the Certificate of Organization.
Step 8: File the Certificate of Organization
Be sure to have the Organizer sign in step 4.
The Certificate of Organization and state filing fee is sent to:
Utah Department of Commerce, Division of Corporations & Commercial Code
PO Box 146705
Salt Lake City Utah 84114-6705
This material is property of StartingYourBusiness.com
Utah LLC FAQs
How much does it cost to form an LLC in Utah?
The cost to file the Certificate of Organization with the Department of Commerce and form an LLC in Utah is
$54.
How long does it take to get a Utah LLC approved?
It takes LLCs in Utah 1-2 business days to process online filings, while mailed in forms can take 7-10 business days.
Should I use an LLC formation service or do it myself?
Two of my top formation companies have a special offer where you can get your LLC formed without paying any additional fees (state fees still apply). Check out Zenbusiness and IncFile to learn more.
What is a Utah registered agent?
All Utah corporations and LLCs are required to have and maintain a registered agent.
The registered agent is a party that is physically located in the state of Utah that will receive important notices and service of process (which means to accept papers that start a lawsuit) on behalf of the LLC.
Related: Who can be a Utah registered agent?
Does Utah require an LLC to have an operating agreement?
Utah Statute § 48-3a-112 states that an LLC Operating Agreement is optional. Despite the Operating Agreement not being required, it is recommended to have one as it can help to prevent disputes among members and protect the LLC’s legal status.
What business licenses are needed in Utah?
The requirements for business licenses and registrations in Utah vary depending on what the business does and where it’s located.
Here is a list of common business licenses in Utah.
Do Utah LLCs need an EIN?
Only Utah LLCs that either have more than one member, will hire employees, or elect to be taxed as a partnership or corporation are required to get an Employer Identification Number (EIN).
The EIN or Employer Identification Number (also called a Federal Employer Identification Number or FEIN) is a unique 9-digit tax identification number that is assigned by the Internal Revenue Service (IRS).
If the LLC isn’t required to get an EIN (though you can still get one), the LLC will use the social security number of the business owner.
Related: How to Apply for an EIN
