Are you looking to start a Limited Liability Company in the state of Utah? If so, then you need to file the Utah Certificate of Organization, which is the official document that sets up the entity with the state.
If you are new to forming an LLC, no worries! I’ll explain how to file this form so you can get your LLC up and running without much hassle.
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Steps To Fill Out The Utah LLC Certificate Of Organization
The Utah Certificate of Organization (called the Articles of Organization in most states) is the official document filed with the Utah Department of Commerce to establish a Limited Liability Company (LLC). After the filing is approved by the state, the business can officially begin operating and register for the necessary business licenses and permits.
To submit the Utah LLC paperwork, file through the Utah Department of Commerce, Division of Corporations and Commercial Code’s OneStop website.
Step 1: Pick a Name for the LLC
The first step in filling out the Utah Operating Agreement is to pick a business name.
There are a few requirements when choosing a Utah LLC name.
1. The name of your LLC must not be too similar to the name of another business entity already registered with the state of Utah. You can verify name availability by doing a Utah LLC name search with the Utah Department of Commerce to be sure the LLC name is available.
2. The name of the LLC must include one of the following entity identifiers at the end of the business name:
- Limited Liability Company
- Limited Company
- Limited Liability Co.
- Limited Co.
- Ltd. Liability Company
- Ltd. Company
- Ltd. Liability Co.
- Ltd. Co.
- L.L.C.
- LLC
- L.C.
- LC
To continue, enter the LLC name, including the identifier. If you choose a name that is already taken, the Department of Commerce will return your application.
Step 2: Provide the Principal Office Address
The address of the principal place of business may be the actual place of the business, but it is not required to be. It can also be the main location where the business records are kept.
A physical address must be used for the principal place of business, as P.O. Boxes are not acceptable.
Step 3: Appoint a Registered Agent
One requirement for having an LLC in Utah is to appoint a registered agent. The registered agent is a party physically located in Utah who will receive important notices and service of process (which means accepting papers that start a lawsuit) on behalf of the LLC.
Provided the LLC member lives in the state of Utah and is generally available during business hours, they may act as the registered agent. Additionally, any adult resident of the state, attorney or accountant in the state, or a registered agent service can also act as the LLC’s agent.
Related: Should you be the registered agent?
Step 4: Include the Organizer’s Signature
The Organizer is someone who is involved with the LLC formation. The Organizer may or may not be a member, such as a mentor, attorney, or accountant, but any of the initial member(s) could be listed as an organizer.
After the form is completed and printed, the Organizer will sign the Certificate of Organization.
Step 5: List the Members and/or Managers
This is an optional section, however depending on the bank, it may be more difficult to obtain signing powers for anyone who isn’t listed in the Certificate of Organization.
In this context, a Member is an owner of the LLC. A Manager is someone hired by an LLC member to run the business, similar to hiring a corporation’s CEO.
Step 6: Choose the Duration of the LLC
This is an optional section. The duration of the LLC refers to the length of time the LLC is to exist.
Most LLCs are perpetual, as most people don’t have a set end date in mind to close the business. However, if there is a predetermined date, the LLC will close, check the box, and enter the date. This is more common for investment-related entities.
Otherwise, check the box for perpetual. If left blank, the default is perpetual.
Step 7: Describe the Purpose of the LLC
This section is also optional but is available to provide a basic overview of what the business does.
Related: How to answer the business statement of purpose
It is generally recommended that the business purpose is somewhat generic because if the business significantly changes over time, an amendment is supposed to be made to the Certificate of Organization.
Step 8: File the Certificate of Organization
Be sure to have the Organizer sign in step 4.
The Certificate of Organization and state filing fee is sent to:
Utah Department of Commerce, Division of Corporations & Commercial Code
PO Box 146705
Salt Lake City, Utah 84114-6705
Utah LLC FAQs
How much does a Utah LLC cost?
The cost to file the Certificate of Organization with the Department of Commerce and form an LLC in Utah is $54.
How long does it take to form a Utah LLC?
The state takes 1-2 business days to process online filings, while mailed-in forms can take 7-10 business days.
Do Utah LLCs have ongoing requirements?
LLCs are required to file a Utah LLC annual report and pay the $18 state filing fee with the Utah Department of Financial Institutions.
Does Utah require an LLC to have an operating agreement?
Utah Statute § 48-3a-112 states that an LLC operating agreement is optional. Even though it isn’t required, it is recommended for most LLCs to have one, as it can help prevent disputes among members and better protect the LLC’s legal status.
