Form a corporation in Utah.

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

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

Directors

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.

Taxes

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.