Everything You Need to Know About Utah Corporations:
Utah Incorporation Options
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How to Incorporate in Utah
To start a corporation in Utah, you’ll need to do three things: appoint a registered agent, choose a name for your business, and file Articles of Incorporation with the Division of Corporations & Commercial Code. You can file this document online, by mail or fax, or in person. The articles cost $70 to file. Once filed with the state, this document formally creates your Utah corporation.
Per Utah Code § 16-7-15, every Utah corporation must appoint a registered agent. You don’t need to hire a registered agent, but if you do, make sure your registered agent will list their address on your articles wherever possible to ensure maximum privacy.
If you’re starting a new business, you probably already know what you want to name your corporation. But you’ll need to know if your preferred name is available. To find out, visit the Utah Business Name Search and search until you find the perfect name for your corporation.
Once you know who your registered agent will be and what your corporation name is, you’re ready to file your Utah Articles of Incorporation. Follow along with our filing instructions below:
Filing the Utah Articles of Incorporation
Learn more about each Articles of Incorporation requirement below. Note that the information you provide becomes part of the public record—permanently.
Better yet, skip the form entirely and hire us to incorporate your Utah business. We provide a free business address to list whenever possible throughout the filing to better keep your personal address private.
1. Corporate Name
Your name must include “Corporation,” “Incorporated,” or “Company,” or an abbreviation for one of these words. Tip: Many corporations opt to keep it simple with “Corp” or “Inc.”
This question isn’t as existential as it sounds. Your corporation’s purpose is simply what your business will actually do. It’s sufficient to list a general purpose, such as “to engage in any lawful act or activity for which corporations may be organized under the Utah Revised Business Corporation Act.”
For each class or series of shares, list the number of shares you’re creating. If you file your articles online, two choices are listed in the form’s drop-down box: common or preferred. You can also type/write in a share type if it is different. If you choose to issue more than two share types, you will need to attach an additional sheet listing each type and number of those authorized shares.
4. Registered Agent & Address
For your Utah registered agent you can list either a noncommercial agent (such as yourself) or a commercial agent (like Northwest). Noncommercial agents must list the address of where they will be available to accept state and legal mail. If you list a commercial agent, they will need to be registered with the Division of Corporations and Commercial Code. Tip: We’re already registered, so if you choose Northwest that’s one less step to worry about.
5. Utah Incorporators
Your incorporator signs your Articles of Incorporation. Your incorporator can be a director, officer, or someone outside your corporation that you authorize to submit your filing. For every incorporator you include (you must have at least one), you must provide their names and addresses. Tip: We’ll be your incorporator when you hire Northwest to form your Utah corporation.
6. Principal Address
This is your main business address and where you’ll receive mail (besides legal notifications—these go to your registered agent). Tip: When you hire Northwest as your registered agent, you can use our Utah address as your principal address.
7. Directors and Officers
List the names and addresses of the directors and officers of your Utah corporation. You must eventually have at least one of each. If you haven’t sorted out your directors and officers yet, that’s okay—you can skip this section for now, but you’ll have to provide this information on your first Utah Annual Report. Tip: All the information in your articles and reports is public. Instead of a personal address, you’re permitted to use a business address (which can be our address when you hire Northwest as your registered agent).
Why Have a Registered Agent Form Your Utah Corporation?
Professionals in Utah hire registered agent services like Northwest Registered Agent for incorporation—but why?
Standard filing companies don’t have employees or offices in every state. But as a national registered agent, it’s a requirement for us, which is a benefit for our clients. Our offices are located in South Jordan, UT. We’re on a first name basis with the people who work in the Division of Corporations and Commerical Code.
As your registered agent, we list our South Jordan registered office address on your corporation’s formation documents. Why? If you’re starting a business from your apartment in Salt Lake City, do you really want your apartment address as your business address? (Hint: the answer is no.) We’ll list our address, so you don’t have to list yours. Plus, we never sell your data. We don’t list your personal information on filings if we don’t have to. It’s all standard and part of our commitment to Privacy by Default®.
Free Mail Forwarding & Business Address
At Northwest, we do everything a registered agent should do and more. You can list our address as your business address on your state filings. We include limited digital mail forwarding with registered agent service (up to 5 pieces of regular mail per year; $15 a doc after that).
We know the in’s and out’s of each state—and we use this knowledge to help you when you need it most. Our team of Corporate Guides® has over 200 local business experts. You can call or email us for answers to all your questions about your corporation in Utah. Our Corporate Guides are dedicated solely to helping you with your business—not selling you services or meeting quotas.
Law on Call
Need legal advice for your Utah corporation? Our Law on Call service provides instant, over-the-phone legal advice when you hire Northwest to start your corporation in Utah. Your Law on Call subscription costs just $9 a month (with the first two months FREE). Plus, our Law on Call clients can hire our Utah lawyers to do legal work for them at steeply discounted rates. Visit our Utah Law on Call page to learn more.
What Do I Do After My Utah Corporation Is Formed?
After your Utah Articles of Incorporation are approved, you still have a few more important steps to take, including getting an EIN, drafting bylaws, holding your first meeting, opening a bank account, and learning about state reporting and tax requirements.
Get an EIN
Your federal employer identification number (commonly known as an EIN or FEIN) is similar to a social security number for your business. The IRS assigns these numbers and uses them to easily identify individual corporations on tax filings, including federal corporate income tax returns.
Why does my Utah corporation need an EIN?
The IRS requires corporations to get an EIN for their federal tax filings, and the Utah State Tax Commission requires an EIN for their business registration. You may also be asked for your EIN when opening a bank account, securing a loan, or applying for local business permits and licenses.
How do I get an EIN for my corporation?
You can get an EIN directly from the IRS. The application is free, and most businesses can apply online. However, if you don’t have a social security number, you’ll need to submit a paper application form. Can’t bear to fill out yet another application? Hire Northwest to get your EIN for you. Just add on EIN service during checkout when you sign up for our incorporation service.
Write Corporate Bylaws
Bylaws are the internal rules you set for your business. They put into writing how decisions will be made and who gets to make those decisions. All the major organizational processes and procedures for your corporation will go in your bylaws.
For more on Utah Corporate Bylaws (including free Utah Corporate Bylaws templates), see our Utah Corporate Bylaws resource.
Do I need bylaws for my Utah corporation?
Utah does not require bylaws, but UT Code § 16-10a-206 (2019) notes that bylaws may be adopted by your corporation’s board of directors, incorporators, or shareholders, as long as they are consistent with the law or your corporation’s Articles of Incorporation.
Corporate bylaws are internal documents you keep with your other corporate records, such as meeting minutes and resolutions.
What should bylaws include?
Corporate bylaws cover basic policies and procedures for issues such as company finances and management. Bylaws should cover a range of topics, answering key questions like those below:
Meetings: When and where will meetings for shareholders and directors be held? How many attendees are required to transact business? What are the procedures for voting or proxy voting? How do you call a special meeting? What actions can be taken without a meeting?
Stock: How are stock certificates issued and transferred? How is voting affected by issues such as corporate stock owners or fractional shares?
Directors and officers: How many directors must there be? Which officer positions are required? What powers do they have? How do you fill a vacancy or remove a director or officer?
Finances: What are the procedures for retaining profits, issuing dividends, and paying bills? Who can withdraw money from the corporate bank account or sign checks?
Records: Where is the corporate book to be kept? What information will be maintained? How are requests for review or access honored? Can records or copies be kept or distributed digitally?
Amendments and emergencies: Who can amend bylaws and how? Can emergency bylaws be adopted in the case of disaster?
Utah bylaws can make other provisions as well, assuming additions are in accordance with state law. For example, UT Code § 16-10a-820 (2019) states that Utah bylaws can determine whether or not the board of directors may permit any or all directors to participate in a regular or special meeting, as well as determine the means in which a meeting is conducted. As long as all the directors participating in the meeting can hear each other, each participating director is considered to be present in-person at the meeting.
How do I write bylaws?
Creating bylaws can be overwhelming—where do you start? Northwest can help. We give you free corporate bylaws when you hire us to form your Utah corporation. We know what kinds of topics and questions corporations need to address, and we’ve spent years refining and improving our forms. We offer many other free corporate forms as well, including templates for resolutions and meeting minutes.
Hold an Organizational Meeting
An organizational meeting is the first official meeting of the corporation after the business is legally formed with the state. At this meeting, bylaws are adopted, officers are appointed, and any other initial business is conducted. The first meeting minutes should also be recorded and added to your corporate record book.
Are there any special rules for Utah organizational meetings?
If the initial directors are named in your articles, they can hold the corporation’s organizational meeting at the call of a majority of the directors. If the initial directors are not named in your articles, the organizational meeting can be held at the call of a majority of the incorporators. However, your corporation can organize without a meeting, as long as the action is evidenced by one or more written consents and signed by each incorporator. Your organizational meeting does need to be held in Utah.
Open a Corporate Bank Account
Businesses that mix personal and business finances together risk losing their liability protections, so your corporation will need its own bank account. In addition, a corporate bank account is essential for easily accepting payments, paying bills and holding funds.
How do I open a bank account for my Utah corporation?
To open a corporate bank account in Utah, you’ll need to bring the following with you to the bank:
A copy of the Utah corporation’s Articles of Incorporation
The corporation’s bylaws
The corporation’s EIN
If your bylaws don’t specifically assign the power to open a bank account, you may also want to bring a corporate resolution to open a bank account. The resolution would state that the person going to the bank is authorized by the business to open the account in the name of the corporation. At Northwest, we provide free corporate bank resolutions, along with many other free corporate forms, to help you get started fast.
File Utah Reports & Taxes
In Utah, corporations file an annual report each year. Your corporation is also subject to state taxes, including a franchise tax on net income.
What is the Utah Annual Report?
The Utah Annual Report is a form you must submit each year to confirm your ownership and contact information. If you have to add or change any information in your report, you’ll have to submit a Registration Information Change Form (which is free if it’s filed with your Annual Report).
How much is the Utah Annual Report?
Filing your annual report will cost $20.
When is the Utah Annual Report due?
The Utah Annual Report and $20 filing fee are due on the anniversary of your corporation’s registration. Forget to file? There’s a $10 late fee.
These filings can be easy to forget—which is why we send our clients automatic reminders for your Utah Annual Report filing. Or better yet, let us file for you. With our business renewal service, we can complete and submit your annual report for you for $100 plus the state fee.
What should I know about Utah corporate taxes?
Utah corporations are subject to a franchise tax on net income. The rate is 4.95%, and there’s a minimum tax of $100.
The Utah sales tax is 4.7%. Local areas can add on their own sales taxes as well. For example, the rate in the largest cities in Utah vary from 6.85% in Sandy to 7.75% in Salt Lake City.
Do corporations have to register with the Utah State Tax Commission ?
Yes, if you conduct business in Utah, you’re required to register with the Utah State Tax Commission. You can register via Taxpayer Access Point. You’ll need your EIN before you can register.
Utah Corporation FAQs
How can I submit the Utah Articles of Incorporation?
You can file Utah articles online, by mail, fax, or in-person. Mailed filings must be submitted to the following address:
Division of Corporations and Commercial Code
160 E. 300 S. 2nd Floor
Salt Lake City, UT 84111
If you would like to fax your articles, the Division of Corporations and Commercial Code accepts applications sent to 801-530-6438.
How much does it cost to start a Utah corporation?
The state filing fee to submit Utah Articles of Incorporation is $70. Add another $5 if you want a faxed confirmation that your filing went through. Utah charges an additional $75 for expedited filings.
Hire us for a one-time fee of $300, including the state fees, the $5 confirmation fee, and a full year of registered agent service.
How long does it take to start a Utah corporation?
If you file online, it will take 24 hours. In order to file online, you will need to create and use your UtahID, which is a personal ID used for a variety of services on government websites. Or, you can pay another $75 dollars to expedite your mailed, faxed, or delivered application to be processed in 2 days. Mailed filings can take 7 or more business days to process.
Does a Utah corporation need a business license?
Yes, your Utah corporation must get a business license. Licenses are issued on a local level—you’ll get a business license from the city or town where your principal office is located.
For instance, if your principal office is in Ogden, you’ll submit an Ogden City Business License Application and filing fee, and then renew this license each year.
For some license applications you may need an EIN or a certified copy of your Articles of Incorporation. At Northwest, we can streamline the process and get these for you—simply add on these items during checkout.
What is a foreign Utah corporation?
A corporation formed outside of Utah—but which conducts business in the state—is considered a foreign Utah corporation. For example, if you incorporated in Arizona but decide to open a storefront in Utah, you would be a foreign Utah corporation. This also means you would need to register with the state by filing an Application for Authority to Conduct Affairs with the Utah Division of Corporations and Commercial Code. Foreign corporations also are required to file the Utah Annual Renewal.
Can Northwest help me form a nonprofit corporation?
Absolutely! We’re happy to start a nonprofit corporation for you. Note that incorporating an Utah nonprofit requires a different form. The filing fee is lower as well. Utah nonprofits must file an Annual Renewal every year ($10).
How can I get a Utah phone number for my corporation?
It’s a conundrum: you need a local number to display on your website and give to customers, but you don’t want to make your personal number quite so…public. We get it. And we’ve got you covered with Northwest Phone Service. We can provide you with a virtual phone number in any state—plus unlimited call forwarding and tons of easy-to-use features. You can try Phone Service free for 60 days when you hire us to form your corporation, and maintaining service is just $9 monthly after that. No contract required.
How to Order Utah Incorporation Service
Our Utah incorporation service is designed to be fast and easy—signing up takes just a couple minutes. Here’s how it works:
We’ll form your Utah corporation for $279 total and include one year of registered agent service, a secure online account filled with business maintenance tools and all the state forms you’ll need, and the lifetime support of our expert Corporate Guides. Just choose Hire Us below, answer a few easy questions about your business, and submit your payment.
Next, we’ll prepare and submit your Utah Articles of Incorporation to the Division of Corporations and Commercial Code. In the meantime, you’ll have immediate access to your online account, where you can find useful state forms, pre-populated with your business information.
Once the Utah Division of Corporations and Commercial Code has approved your filing, we notify you that your Utah corporation has been legally formed. You can now move on to next steps, like holding your organizational meeting and opening a bank account.