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Start an LLC in UtahIf you’re looking for a reliable DIY guide for starting an LLC in Utah, look no further. Below you’ll find all the information you need to launch your business and handle any associated costs. Follow each step carefully and your LLC will be established and ready to hit the ground running.

That said, the process can be complex, with various filings and costs, so if at any point you need help, you can hire an online business formation service – they’ll take care of the paperwork so you can spend more time growing your business.

While LegalZoom and IncFile are by far the most well known and widely-used, a lesser known LLC service called Northwest delivers incredible customer experiences and overall value. They strike a balance between IncFile and LegalZoom by offering premium services for roughly the same price.

Whether you decide to hire a service or go it alone, follow these steps and your LLC will be prepared to start raking in profits right away.

 

Step 1: Name Your LLC

What’s in a name? Quite a bit, actually. Your business name is your Utah LLC’s identity, its personality, its reputation. Find a name that sticks in customers’ minds – while conveying your brand qualities – and you’ve struck gold. A unique, memorable name can draw in new customers and keep existing ones coming back.

Your LLC name is going to appear everywhere: business cards, marketing collateral, websites, legal contracts, bank accounts, invoices, directories, and much more. So be sure that it conveys your product, service, brand, and values.

While you can (and should) be creative with your business name, there are certain state requirements that it must follow.

Utah law requires that the business name include the words/abbreviations “Limited Liability Company,” “Limited Company,” “L.L.C.,” or “L.C.” But it must not include other business type identifiers (“corporation,” “association,” etc.), or words that suggest affiliation with government agencies, higher education institutions, banks, or the U.S. Olympic Committee (find specific lists here). On top of all this, your name must be distinguishable from every other business name on record with the Division of Corporations and Commercial Code.

Let’s say you search for your LLC name and find that it’s already in use. The following changes will effectively distinguish it:

  • Using different key words
  • Rearranging the key words
  • Using unique spellings for key words
  • Using key words that are similar but not identical and have different meanings

However, the following changes will NOT make your name unique:

  • Adding, substituting, or deleting a business type indicator
  • Alterations to punctuation, capitalization, and special characters
  • Adding or deleting the following words:  “the,” “and,” “plus,” “a.”
  • Switching between singular, plural, and possessive forms of the same word
  • Adding or deleting spacing or abbreviations

For Example

Consider this: your friend Fanny wants to open a flower shop in Salt Lake City, Utah. The name she is considering, Flowers by Fanny, LLC, is already in use. So she comes up with a new one: Fanny’s Florals and Design, LLC. This name is similar to the original but includes new words, distinguishing it in the Division of Corporations and Commercial Code’s records.

Determine the Name is Available

Of course, you will only need to make distinguishable changes if your name is already taken. Don’t make the mistake of ordering business cards, creating advertisements, and using a name on documents like the Certificate of Organization without first confirming it’s available. Use the Division of Corporations and Commercial Code’s Business Name Search to see if there’s an existing business using your desired name.

Maybe you pegged a distinguishable name right away, or maybe it took some modifications, but either way, once you have a unique name, you can lock it down by filing a name reservation.

Optional: Name Reservation

You may have fallen in love with a particular name, but still have some preparation and paperwork to sort out before starting your LLC, and you’re worried that someone will swipe it in the meantime. To calm your nerves, you can reserve that name in Utah for a total of 120 days.

Think about Fanny. After making her name distinguishable, she’s ready to make it official, but if she’s waiting on some paperwork to start her LLC, she can place a hold through Utah’s OneStop Business Registration or by mailing an Application for Reservation of Business Name to:

Utah Division of Corporations & Commercial Code

PO Box 146705

Salt Lake City Utah 84114-6705

Or, for overnight mail:

Utah Division of Corporations & Commercial Code

160 East 300 South 2nd Floor (or 160 E Broadway)

Salt Lake City Utah 84111

Live in Salt Lake City? You can also hand-deliver your document to the Heber M. Wells Building at 160 E 300 S, 1st Floor, Salt Lake City Utah 84111.

Fax is another good option. Just send your document, including a fax cover sheet, to (801) 530-6438.

 

Step 2: Choose a Registered Agent

Fanny’s LLC is quickly taking shape, and if it’s going to operate in Utah, she’ll need a go-between for state and legal communications. This is called the registered agent.

A registered agent is a key component of your budding LLC, handling all of its sensitive communication with the state so you don’t have to. According to the Division of Corporations and Commercial Code, “the Registered Agent is a business or individual designated to receive service of process when a business entity is a party in a legal action such as a lawsuit or summons. The Division also sends all correspondence to the Registered Agent.”

Taxes, lawsuits, maintenance requirements, and more – the registered agent takes care of it all. If you had to do this yourself, it would pile additional tasks onto your already-full plate. Plus, your agent makes your business available to receive documents even when you’re out of town or away from the office. This is especially important if your physical office is outside Utah. But maintaining an agent isn’t just a convenience, it’s required. No LLC can start doing business in Utah without first designating a registered agent.

Now for the practical application, the “how-to.” Simply include your registered agent’s information on the Certificate of Organization. If using a Commercial Registered Agent (one that has registered with the state), you’re only required to list their name, but for non-commercial agents, you must also designate an address.

You have two options for who can serve as a registered agent: an individual or a company.

Individual as Registered Agent

You may think that an individual registered agent would need specialized training or experience, but this isn’t the case. Anyone can serve as your registered agent, as long as they have a physical address in Utah (not a P.O. box). You can even serve as your own LLC’s agent, provided you are a Utah resident, but an LLC cannot be its own agent.

 Registered Agent Service

It can be a lot easier, though, to use an LLC formation service like IncFile or Northwest Registered Agent, so we highly recommend it. Not only will they take care of business formation requirements, but they’ll also include a free registered agent service. Or, if you’d rather start your Utah LLC on your own, you can use a national registered agent service to cover your agent duties.

During the life of your LLC you may, at some point, need to change your registered agent. Perhaps you want to switch from an individual to a professional service, or maybe your existing registered agent resigns. Either way, you’ll want to make the change as soon as possible because operating without an agent on file can lead to administrative dissolution.

 

Step 3: File the Formation Documents with the State

This is where the LLC formation process kicks into high gear. Let’s check back in with Fanny.

She’s reserved her unique business name, designated a registered agent, and she’s ready to get her LLC off the ground. It’s time for Fanny to take on the most important LLC document: the Certificate of Organization. This filing creates a record for Fanny’s Florals and Design, LLC with the Utah Division of Corporations and Commercial Code, giving it authorization to commence business in the state.

Utah gives you plenty of options for filing the Certificate of Organization. Whether you want to complete the whole process from your desk, love the reliability of paper forms, or need to get out for some fresh air, there’s an option for you. No matter which option you choose, though, you will need to pay a $70 filing fee.

Online Filing

Completing your application online is perhaps the quickest and easiest way to do it. Just head over to Utah’s OneStop Business Registration portal to get started. Your form will be processed within two days.

Hard Copy Filing

Using a hard copy of the Certificate of Organization is also a valid option. Submit your form and payment by using one of the following methods:

Postal Mail

Utah Division of Corporations & Commercial Code

PO Box 146705

Salt Lake City Utah 84114-6705

 

Overnight Mail

Utah Division of Corporations and Commercial Code

160 East 300 South 2nd Floor (or 160 E Broadway)

Salt Lake City Utah 84111

 

In Person

Heber M. Wells Building     

160 E 300 S, 1st Floor

Salt Lake City Utah 84111

 

Fax

Complete and include a fax cover sheet, then fax both documents to (801) 530-6438.

Standard processing for hard copies typically takes 7-10 business days. But if this isn’t quick enough, you can request expedited processing on the cover sheet for an extra $75 fee.

 

Step 4: Create an Operating Agreement

The operating agreement is the framework that holds up an LLC, the vital underpinning that establishes processes for its procedures, activities, and conduct. Essentially, it serves as your company’s bylaws.

Technically, your LLC isn’t required to maintain an operating agreement in Utah, but going without one is taking a big risk, because this agreement is what gives your business stability, legal protection, and legitimacy in the eyes of courts, banks, and more. Therefore, creating an operating agreement before you start your business can set up you for continued success.

Let’s say our friend Fanny sells a percentage of her company to two other owners. Her operating agreement could stipulate how the LLC’s assets would be distributed among them in the case of dissolution. But if she decided to maintain sole ownership, the agreement could be used in court as evidence that the LLC’s assets are separate from her personal ones. These are just two examples, but the operating agreement governs everything from member duties to tax structure.

If you’ve decided to draft an agreement, there are two ways to go about it:

  1. Write it yourself. Don’t be intimidated by this option. There are plenty of free online templates that serve as helpful guides. You can create an effective document from most of the templates out there, but we recommend this one, courtesy of Northwest Registered Agent. It’s got everything you need to draft a solid agreement.
  2. Hire an attorney. If you want to be absolutely sure that you don’t miss any important details, an attorney can write or review the agreement for you, ensuring that it complies with state law, includes all necessary information, and avoids the state’s default laws.

What are default laws?

Each state has its own set of generic, baseline laws for how LLCs should operate. These laws, however, only govern matters not included in your operating agreement. Take dissolution, for example. If your LLC ever dissolves, your operating agreement would determine what happens to its remaining assets and debts. But if you fail to include it in the agreement, the state will make that decision for you.

Because default laws are broad and not tailored to your specific business, they often aren’t in your LLC’s best interest, so it’s best to avoid them by being as comprehensive as possible in your agreement.

 

Step 5: Get an EIN

There’s simply no way to avoid taxes. In fact, it’s illegal to try, so don’t do it.

Federally, LLCs are classified as “pass-through” entities, businesses that don’t file corporate tax returns, but whose owners include income and losses on their individual returns. Still, there are certain circumstances that require LLCs to pay federal taxes, like classifying as a corporation or partnership, hiring employees, or selling merchandise. So, in Fanny’s case, if she plans on hiring additional florists and selling bouquets, she will need to apply for an EIN.

The Employer Identification Number (EIN) is a nine-digit number that the IRS will use to identify your company’s tax accounts, so if you pay any business taxes, it’s extremely important to have one. Click the “Do I need an EIN?” link on this page to see if you fall into this category. If so, apply for an EIN one of three ways:

Online

Need to get this done quick? File online – it’s by far the most efficient method. You can only complete the process between 7 a.m. and 10 p.m. EST, Monday through Friday, but you’ll receive your number immediately upon finishing the digital form. Keep in mind that you will need to provide a valid individual taxpayer number (like a Social Security Number) as part of the process.

Fax

You might prefer the feel and security of a paper form. In this case, download Form SS-4, complete it, and fax it to (855) 641-6935. You will receive your EIN within four business days.

Mail

Or, there’s always trusty postal mail. However, this is the slowest option, as processing typically takes around four weeks. If that doesn’t deter you, fill out Form SS-4 and send it to:

Internal Revenue Service Operation

Attn: EIN Operation

Cincinnati, OH 45999

Okay, so you’ve filed the Certificate of Organization, designated a registered agent, adopted an operating agreement, and filed for an EIN. Time to start doing business, right? Sorry, there are a couple of additional steps you may need to take first. But don’t worry, you’re almost there!

 

Step 6: Taxes, Licensing & Income Reporting

For all intents and purposes, most LLCs will be official after completing all the prior steps. Still, it’s important for business owners like Fanny to keep looking ahead, as there are certain maintenance requirements to keep a Utah LLC running smoothly and in good standing with the state.

Before you start doing business, create a plan for the following potential LLC requirements:

Taxes

Federal Taxes

As mentioned earlier, LLCs are almost always classified as “pass-through” entities, which means that they don’t pay income taxes directly to the federal government. That responsibility falls instead on the owners, who must include business income and losses on their personal 1040 tax returns and/or Schedule C. LLCs are flexible with tax structure, so you can choose to have yours taxed like a corporation instead. In this case, it would need to file a separate corporate tax return.

State Taxes

And your state taxes are just as simple. Lucky you! Utah’s income taxes act similarly to federal ones in that they “pass-through” to personal tax returns rather than requiring a separate corporate return. You may have heard about other states that impose a tax for the privilege of doing business there (commonly called a “franchise” or “privilege” tax), but Utah isn’t one of them. So, your LLC’s owners/members will report the company’s income on their own individual returns.

Additional Taxes

You’re not off the hook just yet, though. If your LLC meets certain conditions, there are other business-related taxes it might owe. For example, if your company sells merchandise, it will be subject to a Sales Tax and Use Tax, and if it has employees, you will need to pay a Withholding Tax. Does your LLC fall into either category? If so, you need to register for these taxes with the Utah State Tax Commission either online or by filing Form TC-69.

 

As an employer, you will also owe an Unemployment Tax, although this requires registration through the Department of Workforce Services instead, either online or using a hard copy.

Plus, depending on your LLC’s location, it may owe a local tax to the city, municipality, or county where it resides. Consult your local government’s website to find out.

Licensing

The Certificate of Organization may have already made your business legitimate, but your LLC might still need to obtain a license before doing business. This all depends, however, on the type of business you run.

As an example, an athletic trainer looking to do business in Utah would need to seek licensure through the National Athletic Trainer Association Board of Certification. And if our friend Fanny wanted to offer massage therapy services in her flower shop, she would need a license from the Federation of State Massage Therapy Boards. You might not know if your LLC needs any licenses, and that’s okay! Check out the state’s Division of Occupational and Professional Licensing website to find out.

Certain cities and counties require their own specific licenses, so you should also check your local government’s licensure laws.

Reporting

Once you’ve taken all the steps to start your LLC, you’ll be off and running, making deals and growing the company. But when things are moving 100 miles per hour, don’t forget that Utah requires all of its businesses to submit an important recurring filing: the Business Renewal.

Titled the “Annual Report” in many other states, Utah’s Business Renewal is due every year on your LLC’s anniversary date, the day it was formed. Each renewal costs $20 and you can file online or by using a paper form (see hard copy filing methods above). Late filings incur a $25 fee and can cause your LLC to lose its good standing with the state, so mark the due date on your calendar!

And we’ve come to the end. It’s a long process, and not always easy, but the reward is well worth it. If you’ve made it this far, congratulations! Your Utah LLC is ready for takeoff. So go ahead and start with that big sale, promotional campaign, or business deal. Maybe you’ll see Fanny out there in the business world, selling her beautiful floral creations.

 

Need Help Creating Your LLC?

If you even skimmed this guide to look over the steps, you likely got a sense of how many moving parts there are when starting an LLC. Can you do it all yourself? Absolutely. We have complete confidence in you.

But if you’d rather hand it off to someone else and not have to worry about it again, we recommend using an LLC formation service. This way, you can go about your other business responsibilities with the confidence that everything will be submitted correctly and punctually.

Plus, an LLC formation service can handle maintenance items like Annual Reports, so you can take them off your to-do list. And on top of that, many services also provide a registered agent.

Sound good? Whether you know that you’ll need an LLC service or you’re just exploring your options, take a look at IncFile and Northwest Registered Agent. These are two of the top services available. And you can take our word for it because we’ve done a whole lot of research on the topic.

 

Compare the Top LLC Services

Since you may be new to the LLC formation process, you might also be unfamiliar with IncFile and Northwest. As a reference point, they provide very similar services to the industry giant, LegalZoom. Check out our comparison guides for more information:

IncFile vs LegalZoom or Northwest Registered Agent vs LegalZoom

 

About Aaron Franklin

Frustrated by all the options and aggressive online sales tactics, my team and I created BestLLCServices.com to cut the clutter and bring clarity to entrepreneurs starting a Limited Liability Company. Our focus is on reviewing and comparing the top LLC formation services while also crafting free resources that help you start a business. We sincerely believe finding the right service and free information should be a simple process so you can get started with minimal friction.