Utah LLC (6 Step Guide) – How to Easily Form an LLC in Utah

Create a Utah LLC With Professional Help [jump down to offer]

If you are looking to start a business, you may be interested in a Utah limited liability company (LLC). It is easy to see why you may want to form such a structure in Utah which has frequently topped the list of best states in which to form a business.

Furthermore, this business structure is a great deal as it can provide protection for any entrepreneur, particularly by shielding you and your loved one’s belongings from loss in case your business fails or suffers from a lawsuit.

Fortunately, with a Utah LLC., this protection comes without the cost of the higher taxes that you would pay with a corporation. So, to help you decide if this structure is right for you, let’s take a look at why you might want this structure, its pros and cons, and finally, how you can quickly and easily form your own LLC in Utah.

Why Would You Want a Utah LLC?

There are clearly many reasons to want a Utah LLC, as evidenced by how many entrepreneurs have chosen this state and business structure. Let’s take a look at a few of the reasons you may want to choose a Utah LLC.

  • Protection from Liability: An LLC owner is not generally personally responsible for their business’s debts. This applies both to cases of lawsuits and business failure.
  • You’re living and/or doing business in Utah: Having an LLC in the state where you live and/or plan to do business is almost always a good idea for various tax purposes.
  • Reduced Taxes: In order to achieve the same levels of protection from liability through forming a corporation, most businesses will be required to pay a corporate tax. However, with an LLC, business owners can benefit from pass-through taxation, meaning that owners can have profit and loss pass through on the business level so that owners can pay for it on their own returns.
  • Easy Maintenance: A Utah LLC offers easy maintenance without the need for required meetings, minutes, or the need to establish a board of directors.

Quick Utah LLC Pros & Cons

Now that you know why you might want to choose a Utah LLC, let’s take a quick look at the pros and cons before you decide whether a Utah LLC is right for you.

Pros

There are a number of pros to forming a Utah LLC, and these include:

  • Customizable Distribution of Profit and Loss: Unlike in certain states and business structures, a Utah LLC can choose how it distributes profits and losses without deciding based solely on capital investment. The owners of an LLC can do this by specifying how profit and loss will be distributed in its operating agreement. This can be great for limiting liability and attracting investment, as well as for managing assets for the long term.
  • Business Benefits for Recycling: Recycling programs have grown nationwide, and since 1980 this growth has been an incredible leap from only 9% of consumer products to 33%. This has made recycling a valuable market, and in Utah, this only gets better.

If your business uses recycled material in manufacturing its products or is more directly involved in the collection or processing of materials, Utah can provide considerable benefits. This is in the form of the Recycle Market Development Zone (RMDZ).

By locating your business in an RMDZ zone, it can receive a number of financial benefits, including up to 5% tax credits on its machinery and equipment, a 20% state income tax credit, or simply up to $2,000 on certain operating costs, technical help from state economic development professionals specializing in recycling, and even discounts on business licensing fees and other costs of starting

  • Tax Benefits for Forming in Particular Regions: A Utah Enterprise Zone is an area assigned by the Governor’s Office of Economic Development in an area suffering from economic distress. By registering a company inside of an Enterprise Zone, your business will be eligible for tax credits of between $200-$750 for every full-time position that is filled. Additionally, there are other tax credits that can be earned for investments performed in an enterprise zone.

Cons

Now, let’s look at some of the cons you can expect with your Utah LLC. These include:

  • Tangible Personal Property Tax: Businesses in Utah are expected to make estimates of their equipment and supplies and use a depreciation formula in order to pay property taxes on it. This generally does not amount to a large sum, but it can be time-consuming.
  • Increased Cost: Though you will find that a Utah LLC is a very affordable business structure, it is certainly more costly than a sole proprietorship (sole proprietorship vs single-member LLC) or general partnership that does not require any filing or fees to start.

In contrast, starting a Utah LLC will cost you a few different filing fees, including the annual report fee that you will have to pay every year.


How to Form Your Utah LLC in Six Easy Steps

Hopefully, now you have decided that a Utah LLC is right for you, and if so, congratulations! Now it is time for you to get started forming your Utah LLC. Luckily, forming this structure can be done in six easy steps.

Step 1: Choose Your Utah LLC’s Name

Choose-a-Right-Business-Name

The first step in forming your Utah LLC is to pick a good name for your new business. This name must be unique, and since this will be the first thing customers see about your business, it should clearly describe what your business provides.

Utah prohibits businesses from having names so close to another as to cause confusion, so before settling on a name, it is important to make sure it is distinct. To check if the name you choose is actually available, go to the Utah.gov business search tool. Here you can use keywords from the name you chose, without including LLC at the end, to ensure it is distinct from already taken names.

If it is too close to an existing name, it will be rejected when you go to file your Certificate of Organization, and this could really hold you up when you could be getting your business started. So, make sure to do yourself a favor and don’t skip this step.

Required Designators

The state of Utah requires LLCs to include a designator in order to indicate they are a limited liability company. There are a few options you can choose from in order to allow you some flexibility in naming, and these include:

  • Limited Liability Company
  • Ltd. Liability Company
  • Ltd. Liability Co.
  • LLC
  • L.L.C.
  • Limited Liability Co.
  • LC
  • L.C.

Ensure There Is a Suitable Domain Available (optional)

Before you settle on a name completely, you may want to ensure there is a suitable domain available for it. Even if you don’t want to start a website right now, you may want to at some point down the line. After all, a lot of business can be done online, and having a website can help potential customers to find your business.

In order to ensure customers connect you and your website, it is a good idea to keep it consistent with the name of your business. So, do yourself a favor and check to make sure a suitable domain is available.


Step 2: Appoint Your Utah Registered Agent

Appoint-Registered-Agent

The state of Utah requires your business to select a registered agent in order to file your Articles of Organization. Your LLC’s registered agent is there to receive official correspondence from the state on behalf of your business. The most important of these being service of process.

Your registered agent can be anyone age 18 or over with a street address located in Utah. This means the address you use cannot be a P.O. Box. It is important to put some thought into who you choose to represent your business as a registered agent as this individual can help your business in a number of ways.

If you choose to hire a member of your family, owner of your business, or a friend, they can act as a secretary. This can be convenient as they will need to be there during all ordinary business hours to accept official correspondence.

Why You Should Consider a Registered Agent Service

Using a registered agent service can offer your business several advantages, including:

  • Increased Flexibility: Many businesses, including bars and restaurants, operate outside of traditional business hours. This means that your business would have to maintain a registered agent outside of its regular business hours. However, with a registered agent service, your business can operate at any hours it chooses.

Also, certain businesses operate at different locations or may even travel frequently, such as consultants. However, no matter where your business is actually operating, your registered agent must be at the address you designate during all traditional business hours, rain or shine.

Even if you choose to hire an employee to sit at the designated location during business hours, it could be risky if they take a sick day or have to leave for any reason. Compared to this, it is far safer and typically cheaper to use a registered agent service.

  • Greater Privacy: When you file your registered agent with the government, their address will become a matter of public record. This means that if you work from home and choose to act as your own registered agent, this address will become available to the public.

By using a registered agent service, you can use their address and keep your own off the record. This can avoid a number of annoying sales visits.

Plus, this means if you ever choose to move your business address, you won’t have to go through the paperwork of changing your registered agent’s address. This can be a particularly big problem if it is your home address. To switch your registered agent’s address, you will need to file official papers and pay related filing fees, and when you are already busy moving, this can be quite a pain.

  • Protect Your Image: It can be extremely embarrassing to be served in the presence of customers and employees at your business or in front of loved ones in your home. No matter where you work and who you are with, it can add a significant level of distress onto an already distressing situation to be served with a lawsuit in front of others.

With a registered agent service, your official correspondence, including service of process, will be handled privately and discreetly. Plus, this way, you can be sure you will be notified about all official notices in a timely manner.

  • Ensure You Receive Notices: When you, a coworker, or a loved one act as a registered agent for your LLC, you run the risk of losing track of official notices. When these notices end up with all of your other business or home mail, they can easily get lost in the jumble or misplaced.

Unfortunately, the issues official mail deals with often have tight deadlines. But, by using a registered agent, you can be sure that you will be alerted to official correspondence quickly so that you can deal with it just as fast and avoid unnecessary fees or non-compliance.

  • Grow Your Business Nationwide: If you form your business as an LLC, you will be required to possess a registered agent in every state your business operates in. This means that you could not be your business’ sole registered agent.

However, most registered agent services possess offices in every state. So, if you think your business will be expanding into other states, it may make sense to just start working with one now rather than filing to switch out your registered agent later on down the line.

  • Ensure All Your Important Documents Stay Together: With a registered agent service, all of your important documents will be kept together all in one place, ready for you should you ever need them again. These facilities generally retain all important documentation for as long as it is needed.

Check out our Northwest Registered Agent review. They have one of the best registered agent services on the market.


Step 3: File Your Utah LLC’s Certificate of Organization

To register your LLC in the state of Utah, you will need to file a Certificate of Organization with the state. These documents are often referred to in other states as Articles of Organization and are simply a manageable legal form that will ask you to answer simple questions about your company.

After you fill this form out, it will need to be submitted with the Utah Division of Corporations with the $70 filing fee. You can fill this out online at the Utah Department of Commerce: Division of Corporations and Commercial Code website. You can also download the form, complete it on a computer (Handwriting is not allowed), print it out, and submit it by mail to:

Utah Division of Corporations & Commercial Code
P.O. Box 146705
Salt Lake City Utah 84114-6705

What Needs To Be Included?

The form will include a number of details that the state needs in order to get to know your business. These details will include:

  • Your Company’s Name
  • The Principal Office Address of Your Business
  • The Name and Address of Your Registered Agent
  • The Members of Your LLC
  • The Duration of Your Business
  • What Your Business Will Be Providing

Once you have completed all of the questions on the form, you will need to pay a $70 filing fee as well. This payment can be made online or through fax, or the mail. Once you file, it will typically take only two business days for online filing to be approved. However, if you file by mail, it will often take up to seven business days.

If you choose to pay by check, these can be made out to the Division of Corporations Commercial Code.


Step 4: Prepare Your LLC Operating Agreement

Operating-Agreement

Now that your business is officially registered with the state, it is time to come up with an agreement for just how your business will function as well as all of its rules. This is your business’ operating agreement, and this will be a formal agreement between all of the members of your LLC as to how the business will be run, what capital contributions everyone will make, distribution of profit and losses, and the roles each member will fill. Let’s take a closer look at whether you need an operating agreement and what it should contain.

Do You Really Need an Operating Agreement?

Technically, no, you do not need to submit an operating agreement with the state. However, this is an incredibly important document to make for several reasons. First of all, it protects every member in case of disputes and lawsuits as courts will almost always use these documents in judging cases involving an LLC.

This document is also critical for your business’s finances as well as because banks will almost always require an LLC to have an operating agreement in order to open a business bank account or receive a loan. This document does not need to hold your business back down the line either, as the agreement can be edited with the consensus of all of the members.

When devising the agreement, you can use one of many templates available online. However, you should always consider contacting a professional for advice when crafting this critical document. Afterward, it can be submitted to the state to serve as an official record.

Now let’s take a look at what details your Utah LLC’s operating agreement should contain.

Distribution of Ownership

Typically ownership in an LLC will be divided based on the capital that each member invested in the business. This means that if you put in half of the starting capital, then typically, you would receive 50% of the company’s ownership. But, there may be times that this is not how you want to divide the company.

For example, if another member in the company came up with the idea for the service you are providing, but you just put in 50% of the capital, then it may be fair for them to receive as much of the company as you. So, if you wish to divide the company by some measure other than the quantity of capital each member puts in, then you will need to clarify that in the operating agreement.

Rules for an LLC Manager

For most LLCs, this may not be necessary if you wish to be member-run, but for situations where the members do not wish to perform day-to-day management of the business, it is critical to include this section. If your LLC wishes to hire a manager to take care of daily responsibilities, it is important to clarify precisely what role this manager will play in the company as well as the members’ responsibilities. It can also be useful to include resolution plans for any disputes that arise between a member of the company and any managers.

Profit and Loss Distribution

Most often, profit and loss will be distributed to members based on how much capital they invested in the company. This means that if one member invested half the starting capital, they would be entitled to half the profits. However, this does not have to be the case. This could, like with ownership percentages, be for many reasons, including trying to remain within a certain tax bracket.

Changing Owners

In the majority of states, if one of the founding members drops out, the LLC will automatically dissolve. Oftentimes, this will destroy a business whether or not other members want to continue.

This means that it is critical to include provisions for how a member can exit the business. This includes how their assets will be distributed amongst other members, as well as rules for compensation they will receive, if any, and whether the member is required to give written notice.

Another common way to handle this would be to adopt a separate buy-sell agreement outside of the operating agreement. This agreement works by requiring that owners sell their shares to only other co-owners or those they give approval to. This allows members to control how shares will be distributed and ensure the business continues to run.

Again, this is a critical topic for you to consider and discuss with any other members to ensure your company does not cease to exist if and when a member drops out.

Ending the Business

If you and any other members of your Utah LLC ever choose to dissolve the company, it is important to be able to fall back on the terms of your operating agreement. This should contain terms clarifying how any remaining assets will be divided up amongst members after any remaining debts have been paid.

This also should include any parts of the business that specifically will belong to a certain individual, such as by allowing a particular member the right to continue in the business without competing with other members.

It can be unpleasant to consider the idea of closing your business before you have even finished getting it started, but an agreement on this can prevent a lot of fighting and potentially years of court proceedings.

Remember that though an operating agreement is not required and may seem unnecessary now, it is crucial to keep your business running smoothly and prevent fighting between members and even managers. Additionally, these agreements can help when it comes to negotiating business deals with other companies or the government, as well as to open business bank accounts or receive loans. So, before you get your business underway, make sure you have a formal operating agreement.


Step 5: Apply for an Employer Identification Number (E.I.N.)

Obtain-EIN

An Employer Identification Number (E.I.N.), or as it is sometimes called, a tax identification number, is easy for your business to apply for. This is issued by the Internal Revenue Service (I.R.S.) and acts kind of like a social security number for your business. Generally, you can start and finish this process within only a few minutes, and minimal information is needed.

All you have to do is fill out Form SS-4. This can be done online at the I.R.S. website by completing and faxing the form to (855) 641-6935, or you can download the form and submit it by mail to:

Internal Revenue Service
Attn:  E.I.N. Operation
Cincinnati, OH 45999

Finally, international applicants can file for an E.I.N. by phone at 267-941-1099 from 6 am to 11 pm Eastern Time.

Why Do I Need an E.I.N.?

An E.I.N. can be critical for many businesses first of all because it is required in order for you to hire employees. This nine-digit number will also be needed if you wish to open a business bank account.

Though it is not absolutely necessary to file for an E.I.N., it is useful for doing certain things like opening a business bank account which is very likely something you will want to do down the line. Also, it can be critical in order to separate your personal finances from those of your LLC. This is critical in order to prevent your business from being considered a sole proprietorship and retaining the limited liability an LLC presents.


6. Open a Business Bank Account in Utah

Open-a-Business-Bank-Account

One of the most distinguishing characteristics of an LLC is that it operates separately from its owners. This means that your business’s finances must be separated from your own. This does not mean that you have to open a business bank account, but it does mean that you could lose the legal protections an LLC offers if a court ever reviews your finances and determines that you did not do enough to separate your business and personal finances. Additionally, banks will often deny other forms of bank accounts from businesses making it difficult to deal with your finances any other way. Some other reasons to open a business bank account include:

  • Simplifying Taxes: By having your business finances separated and set out, you can save yourself a lot of time come tax season. Instead of sorting through all of your personal finances and picking out the ones for your business, you can be confident all of them are business-related. Also, by doing this, it can make it easy to see what can be deducted or not and reduce the chances of the I.R.S. choosing to do an audit.
  • Prevents Personal Liability: If you formed a limited liability company in the hopes of preventing personal liability, then you need a business bank account. If a court finds that your personal and business finances have been mixed, they will determine that it is not a separate entity. This will result in your personal assets being seized to repay debts alongside business ones.
  • Increases Credibility: Using a business bank account can help your business look less like a side hustle and more like a full-scale business venture; customers and vendors are going to be far more trusting if they see an account with your business on it rather than your personal name. Plus, if you ever seek a bank loan or line of credit for your business, then already having a business bank account will help a lot.
  • Improves Clarity: By keeping your business and personal assets separate, you will be able to far more easily see how your business is doing. It will allow you to easily see costs and revenues and determine when you’re performing well, or you need to make changes.
  • Build Credit:  You may not know this, but just like people have credit scores, so do businesses. These are critical factors when it comes to receiving loans and other forms of business funding. Though a business bank account won’t necessarily help you build a credit score, it will often help signal credit bureaus that your business exists, and it is time to build a credit report. A business bank account can also help you receive loans and credit cards from the bank you open it with as well.

What Will You Need To Start a Business Bank Account?

Though the exact documents you need will depend on the bank and type of account you choose, there are some types of documents every bank will ask for when opening a business bank account.

Some will ask for more or less depending on your state of formation or where you reside. Typically, it is easiest to open an account online.

But, whatever method you choose, here is what you will generally need to open a business bank account.

  • Employer Identification Number: In order to demonstrate the identity of your business, you will need to supply your E.I.N. For sole proprietorships, some banks will accept a social security number; however, even if you find one that will accept this, it is generally best to file for an E.I.N.

An E.I.N. will allow your business to establish a tax presence of its own and can be filed for in only a half-hour. Just remember to save the E.I.N. confirmation form to show to the bank.

  • Proof of Identity: In general, banks will ask for either one or two forms of I.D. in order to prove that you are connected to the business you claim to be. Valid options typically include driver’s licenses, state I.D.s, and passports. Also, remember that in order to open a business bank account on behalf of a company, you must be one of its officers or owners.
  • Government Issued Business License: These are simply the license issued by a state or local government permitting you to do business. Laws regarding these licenses range widely by location and type of business, so check with your local and state government to see what your business requires.
  • Operating Agreement: For LLCs, banks will want to see your operating agreement. This will allow them to know critical factors about your business that they may need to know if legal issues arise. It may also help them to decide whether to offer loans or credit lines as well.
  • Certificate of Organization: You will likely need to show the bank your LLC’s Certificate of Organization. This will contain the name of your company, what it does, its owners, its address, and the registered agent. This will supply the bank with basic but critical information about your business.
  • Certificate of Assumed Name: If your business operates under a trading name often known as a D.B.A., the bank will likely need to see a copy of the filing documents. This will prove that the trade name is connected to your business.

Form a Utah LLC With Professional Help Today

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Final Thoughts

Starting a Utah LLC is one of the best choices you can make for your business. With low taxes, reduced liability, and the freedom to run your business how you choose, it is hard to go wrong. Plus, Utah is considered one of the very best states for business in the country year after year. So, consider starting your Utah LLC today!

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About the Author
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Founder & author

Ian Broderick is an avid author and owner of LLCGuys.com. He's been involved with the LLC formation field for over 4 years. On top of that, he has worked in several well-known LLC formation service providers. Now he decided to share his knowledge and advice with everybody. Since there are a lot of questions and concerns surrounding this field - his aim is to make LLCGuys a top-notch information provider in regards to LLC creation, service reviews and etc..

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