How to Start an LLC in Utah
A Utah LLC (limited liability company) is a type of business entity that offers business owners limited liability protection, certain tax benefits, and a flexible management structure. To form an LLC in Utah, you must file a Certificate of Organization with the Utah Department of Commerce, Division of Corporations and Commercial Code and pay the $54 filing fee. But first, you’ll need to select a name and registered agent for your LLC. It can take up to 7 days for the state to process your filing after receiving it, unless you pay the state's $75 expedited fee. Below, we break down how to start an LLC in Utah and prepare it to do business.
Ready to Start an LLC in Utah?
Get Started
Name Your LLC
Designate a Registered Agent
Submit LLC Certificate of Organization
Write an LLC Operating Agreement
Get an EIN
Open a Bank Account
Fund the LLC
File reports + taxes
1. Name Your LLC
Before you jump in, you’ll need to choose a name for your LLC. Utah’s rules for naming your LLC are outlined in UT Code § 48-3a-108. Here’s the gist. Your LLC’s name must:
- Include an indicator such as “limited liability company,” “L.L.C.,” or “LLC.”
- Not include words or abbreviations like “corporation” or “corp”—anything that may make your LLC sound like a different type of business entity.
- Be unique among other existing businesses in Utah.
Already have a business name? Check to see if it’s available.
Can I reserve a business name in Utah?
Yes. If you’re waiting to form your LLC, you can secure your company 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.
What’s the difference between my LLC’s name and a DBA?
Your LLC’s legal name is stated on your Certificate of Organization. A DBA (doing business as) name is any name your LLC conducts business under that isn’t your LLC’s legal name. If you choose to have 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.
Learn How to Get a DBA
2. Designate a Registered Agent
Once you’ve chosen a business name, you’ll need to appoint a Utah registered agent. Utah requires all LLCs to have a registered agent—an individual or business entity that accepts legal and state mail on behalf of your company.
Utah is one of only a handful of states that distinguishes between a commercial registered agent (like us) and a non-commercial registered agent. Most individual and single-state agents will fall under the non-commercial category.
Learn why the pros use a registered agent service.
What does a registered agent do?
The requirements for a registered agent in Utah are spelled out in UT Code §16-17-302. Here’s the gist. At a minimum, your registered agent must:
- Have a physical Utah street address.
- Maintain regular business hours.
- Accept legal and state mail on behalf of your LLC and get them to you quickly.
Can you be your own registered agent in Utah?
Yes, you can be your own registered agent in Utah. However, doing so means you’ll be required to list your name and address on the Certificate of Formation. 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.
Can I change my registered agent after I start an LLC?
Yes. You can change your registered agent in Utah by filing a Registration Information Change Form with the Department of Commerce, Division of Corporations and Commercial Code. The filing fee is $15.
3. Submit LLC Certificate of Organization
To form an LLC in Utah, you must file a Certificate of Organization with the 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.
Note: All of the information on this form will become part of the public record.
To fill out the form, you’ll need to provide the following information:
- Company name. Include an indicator like “limited liability company” or “LLC.”
- Principal address. Provide the street address where your LLC is located. A PO box can only be listed in addition to a physical address.
- Registered agent name. This is the person or company that will accept legal and state mail on behalf of your business.
- Registered address. If you appointed a non-commercial registered agent, list their Utah street address.
- Organizer signature. Whoever is filing the certificate—this doesn’t have to be someone within your LLC.
- Member information (optional). You may include each member’s name and address.
- Duration (optional). You may indicate whether your LLC will exist indefinitely or close on a specific date.
- Purpose (optional). You may include a brief description of your business activity (i.e., real estate or computer software) or a general business purpose stating that your LLC is organized for any lawful purpose in the state of Utah.
- Ownership information (optional). You may indicate whether your LLC is female or minority-owned.
How can I keep my personal information off 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 registered agent company that will list their information on the Certificate of Organization (like us). This keeps you from having to list your name and address on the public record.
What’s the difference between a member-managed and manager-managed LLC?
In a member-managed LLC, members (aka owners) are responsible for running the business. In a manager-managed LLC, members hire or appoint managers to handle the day-to-day operations. Managers will also have the power to hire employees, open bank accounts, enter into contracts, among other things.
For help with deciding which management structure will work for you, see our page on LLC Member Vs Manager.
How do I file the Utah Certificate of Organization?
Standard mail:
State of Utah
Department of Commerce
Division of Corporations and Commercial Code
PO Box 146705
Salt Lake City, Utah 84114-6705
In-person/express mail:
State of Utah
Department of Commerce
Division of Corporations and Commercial Code
160 East 300 South 2nd Floor
Salt Lake City, Utah 84111
OR
160 E. Broadway
Salt Lake City, Utah 84111
Fax:
(801) 530-6438
4. Write an LLC Operating Agreement
An operating agreement is a legally binding document that details how your business will function. It’s the nuts and bolts of your LLC—everything from how voting works to handling internal disputes.
Check out our attorney-drafted Utah LLC Operating Agreement.
Does Utah require an LLC to have an operating agreement?
Utah doesn’t require your LLC to have a written operating agreement. Per UT Code § 48-3a-102, your operating agreement may be verbal or implied. That said, your LLC needs to have a written operating agreement. You’ll need it to open a business bank account, settle disputes, and to shore up your limited liability status.
It’s an internal document, so you won’t need to submit it to the Department of Commerce, Division of Corporations and Commercial Code. But without an operating agreement, your LLC will be subject to Utah’s default LLC statutes—which may not be best for your business.
What should be included in an operating agreement?
A strong operating agreement should explain how your LLC will handle major events such as potential mergers, voting laws, and dissolving the business. Here is a list of topics often included in operating agreements:
- initial investments
- profits, losses, and distributions
- voting rights, decision-making powers, and management
- transfer of membership interest
- dissolving the business
You can include pretty much anything in your LLC’s operating agreement—so long as it doesn’t violate state law or the Certificate of Organization.
Does a single-member LLC need an operating agreement?
Yes. Although you probably won’t need an operating agreement to navigate an argument with yourself, most banks will require an operating agreement to open a business bank account. Plus, a solid operating agreement will help maintain your LLC’s limited liability protection.
5. Get and EIN
An employer identification number (EIN) is a unique, nine-digit number assigned by the IRS. It’s used to identify your LLC on tax filings. An EIN is like a social security number for your LLC. You can apply for an EIN online (through the IRS website) or file a paper form. There is no fee.
Do I need an EIN for my Utah LLC?
Yes. Legally, your LLC only needs an EIN if you hire employees or are taxed as a corporation. However, most banks require an EIN to open a company bank account. Plus, if your LLC has an EIN, you won’t need to give vendors your social security number.
6. Open a Bank Account
It’s vital to open a business bank account once you’ve officially formed your LLC. Why? LLCs have limited liability protection—which means legally, your LLC is a separate entity from you (the owner) with its own liability. But maintaining your liability protection means keeping your personal and business finances separate.
To open a bank account for your Utah LLC, you’ll need to bring the following to the bank:
- Utah LLC Certificate of Organization (a copy is fine)
- the LLC’s operating agreement
- the LLC’s EIN
- an LLC Resolution to Open a Bank Account (if your LLC has more than one member).
If your LLC has more than one member, use our LLC Resolution to Open a Bank Account.
7. Fund the LLC
Your LLC is formed and you opened a company bank account—now, it’s time to fund it. Members should make an initial contribution to pay for their membership interest. In most cases, members pay for their membership by writing a check or depositing cash into the LLC’s bank account. But members can also make contributions via property or services. Keep in mind that these types of contributions can trigger tax events.
What is LLC membership interest?
Membership interest represents your percentage of ownership in the LLC. Typically, membership interest is linked to the amount each member initially invests in the business. For example, let’s say you invest $7,000 into the company, and your partner invests $3,000. In this case, you will own 70% of the LLC and your business partner will own 30%. Voting powers are also typically correlated with membership interest.
8. File State Reports & Taxes
Utah requires all LLCs to file an annual report with the Department of Commerce, Division of Corporations and Commercial Code each year. Your annual report can be filed online or by mail. The filing fee is $18 with a $5 online surcharge.
Worried you’ll forget? Let us file your annual report for you.
When is the Utah Annual Report due?
Your Utah annual report is due on the anniversary of the day you first formed your LLC. What does that mean? Well, let’s say you formed an LLC on January 2. That means your annual report will be due each year by January 2.
How are Utah LLCs taxed?
By default, LLCs are taxed as pass-through entities. This means company profits are distributed to the members (owners), who report their earnings on their personal tax returns. Your LLC’s profits are also subject to the federal self-employment tax rate (15.3%). LLCs can elect to be taxed as an S-corp or C-corp by filing paperwork with the IRS.
Learn more about S-Corp Vs LLC tax designation.
