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Utah Certificate of Organization

You have a big idea, truckloads of ambition, and 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.

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.


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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 noncommercial registered agent. The difference? A commercial agent has filed an application with the Division of Corporations and Commercial Code, and a noncommercial 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 Certificate 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 noncommercial 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.

Filing Options

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

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:

Mail

Utah Division of Corporations & Commercial Code

PO Box 146705

Salt Lake City, Utah 84114-6705

 

Overnight Mail

Utah Division of Corporations & 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

(801) 530-6438

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 takes 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 businesses entering Utah must foreign qualify by filing a Foreign Registration Statement either online or with a paper form. Just like the Certificate of Organization, this filing carries a $70 fee. 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 feature 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 annual reports), assistance drafting your operating agreement, or coverage of certain LLC formation costs.

Important Post-Formation Compliance Issues

Once you’ve successfully filed your Certificate of Organization, your LLC is an official business entity in the state of Utah. However, this doesn’t mean that your responsibilities have come to an end. There are several other steps you’ll need to take if you want to operate a compliant LLC for years to come.

Acquire a Federal Tax ID Number (EIN)

While an EIN isn’t a requirement for Utah LLCs, we strongly recommend that every entrepreneur obtains one. An EIN enables your LLC to hire employees, open business bank accounts, file taxes, and take care of several other important aspects of LLC maintenance. Even if you operate a single-member LLC with no employees, you should still have an EIN for your business.

Set Up a Financial Infrastructure

One other crucial step is to solidify the financial aspects of your LLC, first by opening a business bank account. You must have separate bank accounts for your personal use and for business purposes, as this will help you keep your personal and business assets separate, a vitally important consideration for any entrepreneur. If you commingle these assets, you leave yourself wide open for lawsuits, as it would be easy for someone to claim that your business is simply an extension of your own personality and not a separate entity from you as a person.

The other portion of this step is to set up an accounting system. This can either mean that you hire an accountant to take care of your LLC’s bookkeeping, or you could acquire high-quality accounting software like QuickBooks. Either way, you need a reliable means of keeping detailed records for each financial transaction your LLC executes. This is another vital part of keeping your personal and business assets separated, and it will also be enormously helpful come tax time.

Acquire Licenses and Permits

The next step involves obtaining any industry-specific licenses and permits your LLC may need to operate in compliance with state laws. Depending on the nature of your LLC’s business, you may require several permits or you may be able to operate your LLC without any state-level licenses.

Thankfully, Utah makes it very easy to figure out your business’ licensing needs. All you need to do is visit the state’s One Stop Online Business Registration system and you’ll find the license and permit applications you require. This is another huge advantage of filing your Certificate of Organization online. The state not only provides you with all of the state-level license applications you’ll need but also tracks down any municipal licensing requirements.

Obtain Business Insurance

This step isn’t a requirement, but it is a strong recommendation. The exact insurance policies your business needs will vary based on the type of products and services you offer, but most LLCs should at least have a general liability insurance policy to protect against common perils like slip-and-fall accidents. In some industries, you might need several different insurance policies to cover all of your financial bases, so do your research ahead of time to determine which types of insurance you should purchase.

File Your Annual Reports

Each year, every LLC in Utah must file an annual report. This report includes some basic information about your business and keeps the state updated regarding any important changes to your LLC’s structure. The information you’ll need to file this report typically includes your LLC’s name, entity file number, entity type, and expiration date.

Frequently Asked Questions

About Filing the Utah LLC Certificate of Organization

How long does it take Utah to form an LLC?

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 takes 7-10 business days, unless you take advantage of the expedited option, which costs an additional $75.

Should I file my own Certificate of Organization, hire an attorney, or use an online service?

This question largely comes down to personal preferences, but we do have some general insights. The DIY route can be quite a bit of work, as you’ll need to complete each step of the formation process on your own with no assistance. As for hiring an attorney, this can be prohibitively expensive for new businesses, as a lawyer can charge hundreds or even thousands of dollars to form your LLC.

You can think of business services companies as a middle ground between these options. While most of these companies charge a fee to form your LLC, that fee will be significantly less expensive than an attorney’s fee. At the same time, you still aren’t going it alone. Instead, you have an experienced professional guiding you through the entire process.

What does Utah require for LLC formations other than the Certificate of Organization?

Unlike some states, Utah doesn’t require any related filings other than your formation documents. However, we still strongly recommend obtaining a federal tax ID number (EIN). An EIN allows your LLC to file taxes, hire employees, open business bank accounts, and more. Every LLC should have one, whether your state requires it or not.

How many small businesses are there in Utah?

Today, Utah has more than 300,000 small businesses. Clearly, entrepreneurs in many different fields find Utah to be a great place to own and operate a business entity.

The Best Utah LLC Formation Services

If you want to use a reputable online service to form your Utah LLC, there are dozens of options. We invite you to check out our full list of the best available LLC formation services, but we’ll also share a few of our favorites with you here. Let’s take a quick look at the three best LLC formation services for entrepreneurs in the state of Utah.

ZenBusiness ($49 + State Fee)

ZenBusiness isn’t the cheapest LLC formation service available, but they are the most well-rounded service in our opinion. That said, ZenBusiness receives outstanding customer feedback, with more than 9,800 reviews available online and very few negative reviews among them. Finally, the fact that they give back to the community by boosting underprivileged entrepreneurs is an admirable trait.

Note: While it is not currently available, sometimes there are discounts to ZenBusiness online.

Northwest Registered Agent ($39 + State Fee)

Northwest has some major advantages of their own that make them well worth considering. First and foremost, Northwest Registered Agent has the best customer support in this industry, with highly knowledgeable representatives answering every phone call. In addition, they also include 12 months of registered agent service.

IncFile ($0 + State Fee)

Yes, IncFile will actually form your new LLC for free. This package isn’t a barebones offering either, as IncFile includes a year of registered agent service just like Northwest does. IncFile has a fantastic reputation when it comes to customer feedback, as the vast majority of its 27,000+ online reviews are positive. The only downside of their services is that IncFile’s customer support team isn’t exactly the most responsive in the industry. Sometimes it can take them quite a while to respond to messages, and they sometimes don’t reply at all, in our experience. Still, that’s a pretty small issue for a company that offers free LLC formations.