Starting a Utah LLC (2023)
How to Form an LLC in Utah in 2023
Forming a Utah LLC is a straightforward process, however, it is important to do it correctly when starting your business. This article covers key elements of your Utah LLC Formation and Registration, including:
Choosing a LLC name and conducting a Utah Business Entity Search.
Choosing a Utah registered agent.
Completing and Filing the Utah LLC Certificate of Organization with the Utah Division of Corporations & Commercial Code.
Obtaining a LLC Operating Agreement.
Requesting an Employer Identification Number (EIN).
Step 1: Cost of a Utah LLC Registration
Utah LLC Registrations are relatively inexpensive and the basic certificate of organization filing with the Utah Division of Corporations costs $54 at the time of writing this article. You can expedite the business entity registration by paying an additional $75.
Hiring a LLC Formation Lawyer for a single member Utah LLC. For a flat rate of $300, I will take care of your single member Utah LLC Formation, including filing the Utah LLC Certificate of Organization, drafting an operating agreement, and requesting an EIN on your behalf. The flat fee price includes the $54 Utah LLC filing fee in the $300. Please call or text me, or schedule a free consultation.
You do not need an attorney to form your Utah LLC, however, using a lawyer who is familiar with business formations can save you time and money by ensuring that your LLC is set up properly.
Step 2: Performing a Utah Business Name Search and Selecting a LLC Name
Your LLC name is an important part of your business and you can search for Utah business entities to see if there are entities that have the same or similar names to the one you want on the on the Utah Division of Corporations & Commercial Code business entity search website.
Aside from the branding and marketing of your business, you must choose a business name that is not already taken by another business or that is not confusingly similar to another business. You can conduct a Utah Business Entity Search and look for available entity names on the Utah Division of Corporations & Commercial Code business entity search website where there is a searchable database of Utah entity registrations, including LLC registrations and other Utah business entity registrations, such as Utah Corporation searches. This website also allows you to view and see certain public and filed documents that business entities have made for their entities when registering their Utah entity, renewing their Utah business entity registration, or for other filings that are required under Utah law.
Some states process their business entity registrations through the Secretary of State Office. In Utah, business entities are not processed through the Utah Secretary of State (sometimes called the SOS) and so you will not be conducting business entity searches through the Utah SOS.
Learn more about searching for a Utah business name in my article How To Perform a Utah Business Entity Search (2023).
Utah DBA (Doing Business As) Registration
Some people choose to register a Utah DBA after they complete their Utah Business Entity Registration because your LLC registration must use the following naming conventions at the end of your business name: “LLC”, "limited company," "limited liability company," "L.C.," or "L.L.C."
While it is common to see businesses leave the LLC or other variant on the end of their business names, some people prefer to advertise and hold their business out to the public without the LLC at the end of their name. A Utah DBA allows you to connect your business name to another name that you will be using publicly for your business. It is important to note that registering a Utah DBA is NOT the same as forming a Utah LLC. A Utah DBA only registers a name that you can associate with a business and it does not actually form an entity. You can register your business name without the LLC at the end of it through a Utah DBA Registration and it will be public that your LLC is doing business as that name.
Tip: The Utah Division of Corporations has a list of forms and instructions regarding setting up a Utah business registration, whether that is a Utah LLC Registration, a Utah Corporation, or other Utah Business Entity Registrations.
Step 3: Filing the Certificate of Organization
The Utah Certificate of Organization is the document that, when filed and approved by the Utah Division of Corporations & Commercial Code, officially forms your LLC. You can file the Certificate of Organization online, by fax, by mail, or in person. Generally, filing online through the Division’s Utah OneStop Business Registration website is the quickest way to set up your LLC in Utah.
Processing times for the certificate of organization filings vary depending on how busy the Division of Corporations is and depending on your method of filing. I have experienced filing times that process within a few days and filing times that process within a couple of weeks. Generally, filing online through the Division’s Utah OneStop Business Registration website is the quickest way to set up your LLC in Utah, however, there are some reasons why you may want to use another method or to use a Utah LLC lawyer near you to assist you with the LLC registration.
Tip: The certificate of organization CANNOT be handwritten.
What information is required on the Certificate of Organization?
The Utah Certificate of Organization requires some very basic information before filing with the Division of Corporations.
The name of your Utah LLC
The principal office address of your business
The name of the Registered Agent of your business (more below on the Registered Agent)
The signature of the organizer of the LLC (usually you but can be someone else)
The name and address of the initial members/managers of the LLC (optional)
Other optional information
Principal Office Address. Your office address must be a physical address and it cannot be a PO Box.
Registered Agent. The registered agent is a designated person or entity that is appointed to receive certain legal notices on your behalf. This registered agent must have a Utah address where certain legal notices (also known as process) can be delivered to.
Can you be your own registered agent? Yes! Many LLC owners will list themselves as the registered agent for their LLC, along with the proper address. You can also appoint a commercial registered agent in Utah who will receive process on your LLC’s behalf for a fee. These commercial registered agent fees typically range from $50 to upwards of several hundred dollars per year depending on the scope of services they offer.
Signature of the Organizer. You can sign as the organizer of your LLC, or, someone else can if they have been authorized by you to organize the LLC on your behalf.
Initial Members Information. As an owner of an LLC you will be called a Member of the LLC, which is another way of saying the person who has ownership of the LLC and who has by default managerial and economic control of the Utah LLC. While you do not have to include this information at the time of registration, when you conduct your Utah Business Renewal the year following your registration you are required to include information about either a member, manager, or other governing person of the LLC.
Step 4: Creating an Operating Agreement
An operating agreement is a legal document that outlines the rules and regulations for how your LLC will be run. Having and abiding by a properly drafted Operating agreement is important to the smooth operation of your Utah LLC and it is a record that helps maintain that your LLC is a separate entity from yourself.
By default the Utah LLC Act, formally known as the Utah Revised Uniform Limited Liability Company Act, imposes default rules that govern the operation and management of your Utah LLC. However, some of these default rules may not be in your best interest depending on the circumstances of your business. An Operating Agreement allows you to modify some of the Utah LLC Act default rules so that you can structure the management and operation of your Utah LLC according to your business needs.
Your Operating Agreement should address at least the following questions:
Who will manage the LLC? Will the LLC members or an appointed manager manage the LLC?
Who can join as a member of the LLC?
How will big decisions be made?
How will profits and losses be allocated and distributed to the members?
What happens if a member wants to leave the LLC?
How much liability protection will the LLC provide the members and or managers?
How will the LLC be closed and wound down if the members decide to stop the business?
There are many template operating agreements online, however, I strongly recommend hiring an LLC lawyer near you who can help you with this very important legal document. You can schedule a free consultation with me to go over setting up your LLC and drafting your operating agreement.
Step 5: Requesting an IRS Employer Identification Number (EIN)
An EIN, is a Tax Identification Number, that is assigned by the IRS to individuals and businesses to identify them for tax and other verification purposes. Banks, certain license applications, and other situations may require that you share your EIN for verification and recordkeeping. When you open a bank account for your LLC, the bank will ask for your LLC EIN, along with your filed and approved certificate of organization, as a part of the process.
The easiest method for requesting an EIN is to use the IRS online EIN Application. The application only takes a few minutes to complete and your receive a copy of your EIN instantaneously. Your EIN should be kept private, aside from official and required uses and disclosures.
Hiring a LLC Lawyer
I understand that the LLC registration process is usually the least of a new business owner’s concerns, especially when they want to focus on running their new business. If you would like to avoid potential missteps in the setting up a Utah LLC, I will take care of the entire business entity registration process and let you focus on what is most important: running and growing your business.
While you do not technically need a lawyer to set up a Utah LLC, hiring one can make sure that your business is properly organized for success and can help avoid future problems.
To see other business law services and pricing see this page.
Please call or text me, or schedule a free consultation.
