How 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.
To form a Utah LLC, you will need to submit the completed Certificate of Organization form to the Utah Department of Commerce. The form can be completed and sent by mail or filed online.
IncFile is currently running a special where you only pay state fees for your LLC formation!
Let’s go over how to fill out the LLC Certificate of Organization in Utah. To get started, visit the Utah Department of Commerce’s website and download the 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.
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.
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
You’ve filed your Utah LLC Certificate of Organization! Now what?
After the LLC is officially filed with the Utah Department of Commerce, there are a few additional things to follow up on. Below is a list of some of the tasks to consider.
Prepare a Utah LLC Operating Agreement
The operating agreement is an internal document that covers items like ownership rights, profit and loss distribution, member responsibilities, and more.
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.
Obtain an 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).
The EIN will be needed before filing business tax returns, opening a bank account, hiring employees, registering for business licenses and permits, and more.
Related: How to Apply for an EIN