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Form an LLC in Utah.

$49 + State Fee & 1st Year FREE Registered Agent

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Your LLC’s Name

The name of your new Utah LLC must be easy to distinguish from any other business entity’s name registered or reserved with the state, including trade names, trademarks, and registered service marks.

Your new LLC’s name must end with the words “Limited Liability Company” or “Limited Company,” or the abbreviations “LLC,” “L.L.C.,” “LC,” or “LLC.” It may not, however, contain the terms “association,” “corporation,” “incorporated,” “limited partnership,” “limited,” “L.P.,” “Ltd.,” or words or an abbreviation with a similar meaning in some other language.

It also may not, without the written consent of the US Olympic Committee, contain the words “Olympic,” “Olympiad,” or “Citius Altius Fortius.” And, unless your LLC has written consent from the Division of Consumer Protection, it may not contain the words “university,” “college,” or “institute.”

An available LLC name may be reserved for up to 120 days for a $22 fee, and that reservation can be renewed once, for up to 120 more days.

Articles of Organization

The formation of a Utah LLC means that you have to file articles of organization (along with the $52 filing fee) with the Utah Division of Corporations and Commercial Code. The articles, which must be signed by at least one LLC manager or organizer, must include:

  • The LLC’s name
  • The LLC’s business purpose
  • The street address of the LLC’s registered office
  • The name of the LLC’s initial registered agent there and the agent’s status that permits him or her to be the LLC’s agent
  • The signature of the initial registered agent
  • The street address of the LLC’s principal office
  • The name and address of each organizer who is not a member or manager
  • If the LLC is to be member-managed, the names and street addresses of the initial members
  • If the LLC will be manager-managed, the names and street addresses of the initial managers
  • The LLC’s duration; if no duration is specified, the LLC will endure for 99 years from the filing date

Your new LLC is considered officially “organized” once an original and a copy of the articles of organization are delivered to the Department of Commerce (along with the $52 filing fee) by one or more organizers over 18 years of age and the Department of Commerce determines that the articles comply with state requirements.

The Department of Commerce endorses both copies but retains the signed original and returns the copy to the LLC or its representative. The articles are effective as of when they are filed, or, if another date and time is specified, the articles are effective as of the delayed effective date and time.

Registered Agent and Office

Utah LLCs are required to continuously maintain both a registered agent and registered office in the state—the person or office designated to receive official state legal and administrative correspondence. An LLC registered agent may be an individual who resides in Utah or a business entity authorized to conduct business there. The registered agent’s business office must be the same as the corporation’s registered office.

The registered office may be—but doesn’t have to be—the LLC’s place of business.

Operating Agreement

Another critical document for the new LLC is its operating agreement. Having an operating agreement is not officially required by the state, but it’s a highly important internal document that explains how the LLC will actually run. The operating agreement should list the LLC’s members, how much each one has invested, how any profits will be distributed, and how much relative weight each member has when voting. It can be amended or repealed as specified in the agreement itself or by state law.

The operating agreement can also include requirements for meetings (notice, quorum, voting rules, etc.) and similar functions, but it doesn’t have to. Often, however, it does include operating constraints and allowances that are already contained in state law and regulations. It also may contain constraints on the members’ authority to amend or repeal the operating agreement or any provision thereof.

Membership in the LLC

A Utah LLC must have at least one member, who must be an individual person. Members may acquire an interest in the LLC by signing the articles of organization or operating agreement, by evidencing an intent to become a member orally or in writing, by making a contribution to the LLC, or in some other manner designated in the articles or organization or operating agreement. Admission must be documented in the LLC’s records or otherwise acknowledged.

Member contributions to the LLC may consist of cash, property, services rendered, or a binding obligation (such as a promissory note) to make these kinds of contributions in the future.

LLC members may resign from the company, but only in accordance with the articles of organization or operating agreement. If neither document specifies the time or events upon which a member is allowed to withdraw, the member may not withdraw before the dissolution and winding up of the LLC’s affairs unless the member has the written consent of all other members.

Except for the initial managers, managers are elected by the members holding at least a majority of the profits interests in the company. Any manager vacancy is filled in the same way. Unless the operating agreement specifies otherwise, a manager may be removed with or without cause, at any time, by the decision of members owning a majority of the profit interests in the company.

Ongoing Requirements

All Utah LLCs must keep the following types of records open and available for inspection at its main office:

  • An alphabetized list of all members and managers and their respective addresses
  • A copy of the stamped articles of organization and any amendments and related powers of attorney
  • A copy of the required writing from an organizer
  • A copy of the LLC’s federal, state, and local income tax returns, if any, for the past three years
  • A copy of any financial statements for the past three years
  • A copy of the LLC’s operating agreement and any amendments
  • Unless specified otherwise in the articles of organization or operating agreement, a written statement of the members’ contributions and the amount of cash on hand

Dissolution

A Utah LLC is dissolved when any one of the following events occurs:

  • When the time for expiration arrives that is specified in the articles of organization
  • When the company fails to maintain at least one member
  • Written consent to dissolve by all the members
  • An event specified in the articles of organization or operating agreement
  • The merger of consolidation of two or more companies when the LLC is not the surviving company
  • A court order mandating dissolution

Taxes

An LLC by its nature offers some specific advantages over a corporation’s organizational structure, especially when it comes to taxes. This includes access to more deductions, since the LLC is not required to be a separate tax entity like a corporation. Instead, it is considered a “pass-through” entity for tax purposes, meaning that LLC owners report business profits and losses on their individual tax returns.

The LLC tax rate for Utah is variable, based on Utah taxable net income.

Learn more about forming an LLC in Utah

Filing Time & Price

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silver

$49

+ $76 (state fee)

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

FREE Registered Agent for 1st Year Registered Agent service includes 1 full
year not the typical 6 months that some
of our competitors advertise.

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Gold

$149

+ $76 (state fee)

everything from silver+

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EIN / Tax ID Number Providing an EIN is required to open a
business bank account and is required to
file business tax returns.

Personalized Operating Agreement Includes most common provisions to protect members from liability

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Platinum

$299

+ $76 (state fee)

everything from
silver & gold+

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Expedited Filing Expedited processing speeds the turn- around time for your order.

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

FedEx Delivery Faster mailing option that includes a track number.

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Commonly Asked Questions For Starting a Utah LLC

How is an LLC Taxed?
For federal income tax purposes the profits of an LLC (Limited Liability Company) "pass through" to the personal income of the members/owners. In the case of a single member LLC it is taxed the same as a sole proprietorship (i.e. typically filed on the schedule C of the owner's personal income tax filing). In the case of a multi member member it is taxed the same as a partnership (i.e. a 1065 partnership return is filed with the IRS, with a schedule K-1 being supplied to each partner/member showing the proportional profit/loss allocated to them, with this being filed on the schedule C or E).
NOTE: These are general tax explanations and may not apply to everyone. You should confer with the appropriate accounting/tax specialists to make sure you understand your personal tax liability.
What is the Management Structure of an LLC?
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-US Residents allowed to own a Corporation of 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 LLC 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 LLC?

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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