Form a Corporation in Utah.

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Choosing a Corporation Name

Choosing a name for your new Utah corporation is one of the first official steps toward actually conducting business in the state. The corporate name you choose must be readily distinguishable from all other registered and reserved business entities in Utah records and it may not state or imply that the corporation is organized for some purpose other than specified in its articles of incorporation or permitted by state law, and it must not state or imply that it is associated with the government.

Your new business’ name must include one of the following words, an abbreviation thereof, or words of similar meaning in another language: “Incorporated,” “Corporation,” or “Company.”

An available corporate name may be reserved for up to four months by for a $22 fee.

Utah state law also restricts the use of certain words and phrases in business names, such as “Olympics,” “Olympiad,” “College,” “University,” and “Institute.”

Articles of Incorporation

Before it can legitimately begin operations in the state, a new Utah corporation must file articles of incorporation with the Utah Division of Corporations and Commercial Code. The charter must be executed (signed) and delivered by at least one incorporator—who must be a natural person of legal age or a business entity—and accompanied by the $52 filing fee. The following information must be included in the articles:

  • A statement of the corporate purpose (may just say that the corporation may conduct any and all lawful business)
  • The classes of shares that the corporation is authorized to issue and the number of shares per class
  • If more than one class of shares is authorized, the articles must prescribe a distinguishing designation for each class, as well as its preferences, limitations, and relative rights
  • The articles of incorporation must authorize (a) at least one class of shares that has unlimited voting rights; and (b) at least one class of shares, which may be the same class or classes as those with voting rights, that is entitled to receive the corporation’s dissolved assets
  • The street address of the corporation’s initial registered office
  • The signature of the initial registered agent

Utah also permits optional provisions to be integrated into the charter, such as:

  • The names and addresses of the initial directors
  • The corporate purpose(s)
  • Provisions for regulating the powers of the corporation, its board of directors, and shareholders
  • Provisions for managing the business and regulating the affairs of the corporation
  • Authorization for classes and series of stock to have certain other rights

Registered Agent and Office

Every Utah corporation must have a registered agent in the state—the person or office designated to receive official state correspondence, both administrative and legal. The registered agent is required to sign the articles of incorporation, indicating acceptance of the appointment as registered agent.

The registered agent must be either a Utah resident whose business office is the same as the registered office, or a corporation authorized to conduct business in the Volunteer State that has a business office identical to the registered office.


Bylaws lay out the corporation’s basic managerial and legal operating principles that manage their internal affairs. Utah corporations must keep a copy of their bylaws at their principal executive office, but are not required to file them with the state.

At its initial meeting, the incorporators or the board of directors should adopt corporate bylaws, and then keep them updated as time goes on. If no directors have been elected the incorporators may adopt initial bylaws for the corporation. If neither the incorporators nor the board of directors have adopted initial bylaws, the shareholders may do so.

The board of directors of a corporation may adopt, amend, or repeal bylaws, unless the articles reserve this right to the shareholders. Bylaws normally address:

  • Shareholders and directors meetings
  • The authority, number, and tenure of directors
  • Voting procedures
  • The duties, responsibilities, and tenure of officers
  • How stock is issued
  • How and when annual financial information is provided to shareholders


Officers are listed in the initial bylaws or elected by the board of directors, and may appoint other officers in accordance with the bylaws. There must be at least a president and a secretary. At least one officer has the responsibility of preparing minutes of director and shareholder meetings, and for maintaining and authenticating corporate records

An officer may hold more than one office in the corporation unless specified otherwise by the corporation’s bylaws.

Requiment Reports

A corporation’s board of directors consists of at least three directors except that the board may consist of only one or more director if no shares have been issued yet. Directors must be natural persons. After shares are issued and for as long as a corporation has fewer than three shareholders, the number of its board of directors may be equal to or greater than the number of those shareholders.

Officers are listed in the initial bylaws or elected by the board of directors, and may appoint other officers in accordance with the bylaws. There must be at least a president and a secretary. At least one officer has the responsibility of preparing minutes of director and shareholder meetings, and for maintaining and authenticating corporate records

An officer may hold more than one office in the corporation unless specified otherwise by the corporation’s bylaws.


Utah’s corporate tax structure consists of a flat rate of five percent on all corporate income with a $100 minimum. Among states levying corporate income taxes, Utah’s rate ranks 41st nationally.

Utah corporations are subject to a corporate franchise tax based on net income. Every corporation must file a return and pay the tax each calendar or fiscal year, regardless of whether or not a profit was made or business was conducted.

“S corporation” status is recognized by Utah. A “subchapter S” corporation (frequently referred to as an “S corp”) is treated as a pass-through entity for tax purposes in the same way as a sole proprietorship or partnership. The S corp does not file a tax return on its own behalf; instead, all tax-related data for the S corp is filed as part of the owner’s individual income tax.

Learn more about incorporating in Utah

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The Basics To Get You Started Preliminary company name clearance and filing of Articles of Organization.

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EIN / Tax ID Number Providing an EIN is required to open a
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Personalized Operating Agreement Includes most common provisions to protect members from liability

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Customized LLC Kit Personalized slip binder and embossed seal with your company name and date of formation.

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Commonly Asked Questions For Starting a Utah Corporation

How is a Corporation Taxed?
Unlike many other business entities in which the profits pass through to the owners' personal tax return (e.g. LLCs, S Corporations, etc.), the C Corporation is a completely separate taxable entity. The C Corporation pays federal taxes on the net profits (after all expenses, including salaries and bonuses) of the business by filing the 1120 form with the IRS. The after tax profits can be paid out to the owners (shareholders) in the form of dividends, or retained for reinvestment of the business. The first $50,000 of net income is only federally taxed at 15% rate, and the next $25,000 is taxed at a 25% rate. Different states have different rules on how they tax corporations.
What is the Management Structure of an Corporation?
An LLC is typically managed by its members/owners (referred to as member-managed). In that respect an LLC is unlike a corporation, which has a much more rigid and defined management structure, including directors and officers. All owners of the LLC are typically referred to as members, and they can have control and voting interest proportional to their ownership interest, or in proportions different from their ownership interest; however the members agree.
Are Non-U.S. Residents Allowed to Own a Corporation or LLC?
There are no citizenship or residence requirements for ownership of a C Corporation or an LLC. The S Corporation however does not allow nonresident aliens to be shareholders (owner), but any US citizen or resident alien may be a shareholder (owner). You would, of course, require an in state street address for the state to forward official legal and tax correspondence including service of process, known as the registered agent address, but neither residency nor citizenship is required for ownership of a C Corporation or an LLC.
Can I form an Corporation with just one member?
There was a time when almost every state required the LLC to have two or more members, but that is no longer the case. This important change came in response to revised IRS regulations that clearly permitted single-member LLCs. As a result, in most states, if you plan to be the sole owner of a business and you wish to limit your personal liability, you can choose between forming a corporation or an LLC.
What is an Operating Agreement?
The operating agreement is akin to a partnership agreement for a General Partnership or Limited Liability Partnership (LLP). It is an internal contract amongst the members/owners of the LLC, and it lays out such things as ownership interest, member responsibilities, accounting method, adding or removing members, terms for concluding the LLC, etc. It is generally not required by a given state for forming an LLC (with the exception of New York), although it is certainly recommended. When dealing with private companies for financing issues (loans, mortgages, etc.) it may be required by that company. A customizable operating agreement is included with the LLC/Corp Kit.
Can another business entity be a member of an Corporation?

In the majority of states, The members of an LLC can be individuals, corporations, or other LLCs. These members of the LLC can be out of state residents or even foreign nationals. Furthermore there is no limit to the amount of members that an LLC can have.

The flexibility of an LLC in contrast to an S Corporation is stark considering the S corporations are limited to 75 shareholders who must either be United States citizens or Lawful Permanent Residents.

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