You have a big idea, truckloads of ambition, dreams of a thriving Utah LLC, and you’re mentally prepared to make it happen. But the Chinese philosopher Lao Tzu once said, “a journey of a thousand miles begins with a single step,” and for you, that first step is filing the Certificate of Organization.
With such grand plans, the last thing you might want to do is file paperwork, but completing the Certificate of Organization is what authenticates your LLC, making it official in Utah. It’s perhaps the most important step in starting your Utah LLC. Following this guide will help take the tedium out of paperwork and get your business started quickly.
But before you dive into the Certificate of Organization, you should have a few pieces of information ready to help streamline the process.
Quick Note: If you’d like to have an online service file the Certificate of Organization for you or simply need to save time, hire an LLC formation service. Two popular options are LegalZoom and ZenBusiness.
Choosing an LLC Name
Before anything else, you will need to decide on an LLC name. You must include a business name on your Certificate of Organization, and if the Division of Corporations and Commercial Code deems that name unacceptable or unavailable, the document will be rejected, so make sure you nail down a good name right away.
Keep an eye on Utah’s LLC name requirements as you brainstorm your options. Your name must include one of “limited company,” “limited liability company,” “L.C.,” or “L.L.C.” and it may not include any terms that suggest a different business type (like “corporation,” or “L.P.”). Moreover, you cannot use any language that implies affiliation with a government agency, a bank, higher education institutions, or the U.S. Olympic Committee (see a full list here).
And yet, you can meet all these requirements and they won’t matter if your name isn’t distinguishable from every other business name on record with the Division of Corporations and Commercial Code. Perform a name search to determine if your name is already in use.
Once you’ve found your perfect name, include it on your Certificate of Organization to automatically register it. In the event that you’re not quite ready to file an LLC, you can place a 120-day hold on your name by submitting a name reservation request.
Choosing a Utah Registered Agent
A registered agent is your LLC’s liaison to the state, the mediator who takes care of all your important legal, tax, and compliance documents, keeping your business in good standing. You will need to designate a registered agent on your Certificate of Organization for it to be accepted, so you should have chosen and spoken with your agent beforehand.
You can appoint either a commercial or non-commercial registered agent. The difference? A commercial agent has filed an application with the Division of Corporations and Commercial Code, and a non-commercial one has not. It’s that simple, and both options are equally valid.
Your registered agent can be either an individual – provided that they are a Utah resident with an in-state physical address – or a business entity like a registered agent service that’s authorized to conduct business in Utah.
Quick Note: If your first choice doesn’t work out, don’t worry. You can always change your registered agent in the future.
Preparing to File Your Utah Articles of Organization
Now for the main event: the Certificate of Organization. Here’s your opportunity to get your LLC officially on record and authorized to conduct business in Utah.
The Certificate of Organization is monumentally important for your LLC, but the document itself is actually short and sweet. Even so, you can further streamline the process by gathering all the necessary information before you get down to business. This way, you’ll breeze through it, no problem. Here’s the information you’ll need:
- Your LLC name
- Principal Office Address
- Registered agent name
- Registered agent address (only for non-commercial agents)
- Signature of the Organizer
- Name(s) of member(s) and/or manager(s) (optional)
- LLC duration (optional)
- Business purpose (optional)
- Whether or not the LLC is female- or minority-owned (optional)
There you go, quick and painless. At least until you get to the fee. However, the $70 fee isn’t bad compared to the formation documents in some other states. It’s payable by check or card.
Now that you’ve collected your information and prepared to take on the Certificate of Formation, you have a decision to make. There are five different filing options, each with different procedures.
Online filing will give you the quickest results. Get started by navigating to Utah’s OneStop Business Registration portal. You will need to create an account if you haven’t already. Then, follow the onscreen instructions to finish the process. You will need to pay via credit or debit card.
Hard Copy Filing
Download and complete a paper application. Then, submit it, along with your payment, one of the following ways:
Utah Division of Corporations & Commercial Code
PO Box 146705
Salt Lake City, Utah 84114-6705
Utah Division of Corporations & Commercial Code
160 East 300 South 2nd Floor (or 160 E Broadway)
Salt Lake City, Utah 84111
Heber M. Wells Building
160 E 300 S, 1st Floor
Salt Lake City, Utah 84111
Send your form, plus a fax cover sheet, to (801) 530-6438. Make sure to include your credit card information on the cover sheet.
Processing time varies based on which filing method you choose. If you’re in a hurry, consider the online option, which has a two-day turnaround time. Standard processing for paper applications, on the other hand, typically take 7-10 business days, unless you take advantage of the expedited option, which costs an additional $75.
What About Foreign LLCs?
The process outlined above works for domestic LLCs (those formed in Utah), but what if your business is expanding to Utah from another state? In this case, don’t worry about completing the Certificate of Organization. You’ll take a different route.
All out-of-state business entering Utah must foreign qualify by filing a Foreign Registration Statement either online or with a paper form. You might want to start doing business right away, but resist the urge and wait until you’ve foreign qualified. Doing business without authorization can lead to some serious penalties.
But once the state has accepted your Foreign Registration Statement, you’re free to launch your business activities.
Want Help Filing Your Certificate of Organization?
Let’s be honest: you’ve got a lot on your plate. Filing paperwork can take time away from your other tasks, ones more focused on setting your budding LLC up for success.
The good news is that you don’t need to file the Certificate of Organization yourself. But if an attorney is out of your price range, hiring an LLC creation service is a great option.
There’s no shortage of business incorporation services out there, but not all of them are equal. Each one offers different packages, costs, and processing times, so it’s important to find the right fit for your LLC.
While each service has optional upgrades and perks packages, on the most basic level, they will review your business information, prepare your formation documents, and submit them to Utah’s Division of Corporations and Commercial Code. They will complete everything outlined in this guide and notify you when your Certificate of Organization has been filed. You won’t have to lift a finger.
There are other benefits too. Some services will include a year of free registered agent service when you hire them. Other services offer order tracking, notifications on future documents (like Business Renewals), assistance drafting your operating agreement, or coverage of certain LLC formation costs.
Which is the Best LLC Service?
All you need to do now is research every service extensively and make side-by-side comparisons for each option. Easy, right? Just kidding – we did all of that for you.
And from our meticulous research of reviewing and ranking the top LLC services, we’ve drawn the conclusion that IncFile and Northwest are your best overall options.
They might not have the brand recognition of LegalZoom, the industry giant, but both have amazing customer support, affordable prices, and include a year of registered agent service.