Start A Corporation In Utah
Use our free business tools below to complete your Utah Articles of Incorporation. This is the document you file directly with the Utah Division of Corporations & Commercial Code to form your corporation.
If you want more, hire us to form your corporation in Utah for just $39 + state fees. We’ll get your business stood up in minutes with a free domain, website, email, business phone, and more.
How to Start A Corporation In Utah
A Utah corporation is a business with a legal existence that is separate from its owners. If properly maintained, a corporation can conduct business in its own name and has many of the rights and obligations of a natural person, including the ability to enter into contracts, sue and be sued, hold assets, and pay taxes in its own name.
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 $54 to file. Once filed with the state, this document formally creates your Utah corporation.
1. Name Your Corporation
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. Your corporate name will need to adhere to UT Code § 16-10a-401.
- Your name must contain the words Corporation, Incorporated, Inc., Corp., or an other acceptable word or abbreviation.
- Your name must be distinguishable (unique) from other Utah businesses.
- Your name cannot include LLC, limited partnership, or any words or abbreviations that suggest your corporation is a different business type.
Yes. If you’re not yet ready to form your corporation, you can secure its name for up to 120 days by filing an Application for Reservation of Business Name with the Department of Commerce, Division of Corporations and Commercial Code. The filing fee is $22.
The legal name of your corporation is the one you used on your Utah Articles of Incorporation. A DBA (doing business as) name is any name your corporation conducts business under that isn’t its legal name.
If you choose to use a DBA, you’ll need to register the name with the Department of Commerce, Division of Corporations and Commercial Code and pay the $22 filing fee.
Want to know more about DBAs? Learn How to Get a Utah DBA.
2. Designate a Registered Agent
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.
The requirements for a registered agent in Utah are spelled out in UT Code §16-17-302. At a minimum, your registered agent must:
- have a physical Utah street address
- maintain regular business hours (9am to 5pm)
Plus, they will need to accept legal and state mail on behalf of your corporation and get them to you quickly.
Yes, you can be your own registered agent in Utah. This means you’ll be required to list your name and address on your Utah Articles of Incorporation, which then becomes public record. You’ll also need to maintain regular business hours at this address so that you can accept legal and state mail in person.
Of course, many business owners hire a registered agent because they don’t keep regular business hours and would rather keep their private information off the public record.
Learn why the pros use a registered agent service.
Yes. To change your registered agent in Utah, all you need to do is file a Registration Information Change Form with the Department of Commerce, Division of Corporations and Commercial Code. The filing fee is $15.
3. Submit Articles of Incorporation
To form a corporation in Utah, you must file Articles of Incorporation with Utah’s Department of Commerce, Division of Corporations and Commercial Code. You can submit your certificate online, by fax, mail, or in person. The filing fee is $54.
To fill out the form, you’ll need to provide the following information:
- Corporate name. Your name must include Corporation, Incorporated, or Company, or an abbreviation for one of these words. Most corporations opt to keep it simple with Corp or Inc.
- Purpose. 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.
- Shares. 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.
- Registered agent and 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.
- Utah incorporator(s). 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.
- 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.
- 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.
Note: All of the information on this form will become part of the public record.
Unfortunately, most of what you file with the Department of Commerce, Division of Corporation and Commercial Code is public record—which means your information will be listed in Utah’s online database. As a result, marketers will find your information and sell it. Yes, that does suck.
The best way to safeguard your privacy is to hire a professional registered agent company that will list their information on your corporation’s Articles of Incorporation (like us). This keeps you from having to list your name and address on the public record.
You can file Utah articles online, by mail, fax, or in-person. The fee is $54 no matter how you file. Online, in person, and faxed filings are processed in about 2-3 business days. Once they arrive, mailed filings take about 7 business days to be processed.
Mail:
Division of Corporations and Commercial Code
P.O. Box 146705
Salt Lake City, UT 84114-6705
In person:
Division of Corporations and Commercial Code
160 E. 300 S. 2nd Floor
Salt Lake City, UT 84111
Fax:
(801) 530-6438
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4. 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.
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.
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.
5. 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.
No. 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.
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.
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:
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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?
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Stock: How are stock certificates issued and transferred? How is voting affected by issues such as corporate stock owners or fractional shares?
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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?
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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?
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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?
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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.
6. 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.
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.
7. 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.
To open a corporate bank account in Utah, you’ll need to bring the following with you to the bank:
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a copy of the Utah corporation’s Articles of Incorporation
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the corporation’s bylaws
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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.
8. File 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.
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).
$18. Online filings come with an added $5 processing fee.
Utah’s Annual Report is 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.
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.
Absolutely! If you conduct business in Utah, you’re required to register with the Utah State Tax Commission. You can register with Utah’s Taxpayer Access Point. Note: You’ll need your EIN before you can register.
Ready to Start a Corporation in Utah?
