Welcome to how to start an LLC in Utah. We’re going to get into the details of how you’re going to setup your Limited Liability Company in Utah but before jumping into the details of this I want you to know about a simple way of getting this done.
ZenBusiness is a service that can do this for you and includes the first year of the registered agent service so you don’t have to worry about being your own registered agent for finding a registered agent to help you. They will also have an operating agreement template you can use to help you keep your Utah Limited Liability Company setup in a way that a government agency will love.
I also like making sure you know what Utah is known for and the best business ideas you should think about if you’re going to be starting a business entity with the Utah Secretary of State’s office.
The best business ideas based off what Utah is known for are:
- Start a Skiing Business
- Create a movie for the Sundance Film Festival
- Start a coaching business for Mormons
- Start a Beehive and/or honey business
- Start a National Parks touring business
The state of Utah is known for all of these items and you can succeed with anyone of them. Now let’s get into your business name, legal documents you’re going to need and what exactly is a operating agreement?
Let’s rock and roll!
Name Your Utah LLC
There are Utah LLC naming guidelines you’ll need to follow which are:
- Your LLC’s name must contain the phrase “Limited Liability Company” or “L.L.C.”
- Your LLC’s name can’t imply that it’s organized for anything other than a legal business purpose.
- Your LLC’s name must be distinguishable from the names of other businesses on record with the state of Utah.
To make sure your LLC name is available in Utah, you can do a business name search on the Utah Division of Corporations and Commercial Code’s website.
Here’s the link: https://secure.utah.gov/bes/index.html
Once you’ve chosen an available LLC name that complies with the rules, you can reserve it with the state by filing a Name Reservation Request (Form NUCS-1) with the Utah Division of Corporations and Commercial Code.
As you’re thinking about your individual or business entity name, I’d recommend you also think about the digital version of it. If you’re going to conduct business in Utah and online with an e-commerce store or some type of service that you provide locally, you’ll need a website and domain.
Make sure your digital name is available along with the business name from the appropriate Utah department. Spend some time on this – it’s important and if you need help – go to Northwest Registered Agent – they will help you.
Choose your Utah Registered Agent
A Utah LLC needs a registered agent, which is an individual or business entity that agrees to receive service of process (SOP) on the LLC’s behalf if it’s sued. The SOP is also commonly referred to as notice of lawsuit or summons and can be delivered by hand or mail.
Your Utah registered agent must have a physical street address in Utah and be available during normal business hours to accept service of process on your LLC’s behalf.
Your registered agent can be:
- An individual who resides in Utah and is available during normal business hours to accept service of process on your LLC’s behalf.
- A Utah-based corporation or LLC that’s authorized to conduct business in Utah and has a physical street address in the state.
- A Utah-based registered agent service.
If you opt to be your own registered agent, you can list yourself as the LLC’s registered agent when you file your Certificate of Formation with the state.
If you choose to appoint another individual or business entity as your LLC’s registered agent, you’ll need to include the registered agent’s name and address when you file your LLC’s formation documents with the state.
You can appoint a registered agent by executing and filing a Registered Agent Appointment Form (Form DCCA-3) with the Utah Division of Corporations and Commercial Code.
The form is available on the Utah Division of Corporations and Commercial Code website.
There are going to be law firms in Utah that offer registered agent services that you could potentially go to if you need help. One thing to keep in mind as you do this is that the services that form LLCs have been doing this for years and for 100s if not 1000s of LLC owners like yourself. Make sure you keep that in mind as you look for a local lawyer in Salt Lake City.
Prepare and File Certificate of Formation
To start your LLC in Utah, you must file a Certificate of Formation with the Utah Division of Corporations and Commercial Code. The certificate is also referred to as Articles of Organization in some states.
- The Certificate of Formation must include the following information:
- Your LLC’s name and address.
- The name, address, and signature of your LLC’s registered agent.
- The names and addresses of your LLC’s organizers. Organizers are the individuals who take care of filing the formation documents on behalf of your LLC. This can be you, another individual in your LLC, or a business entity.
- The effective date of your LLC, which is the date when your LLC will be formed. This date can be in the future if you want your LLC to be formed on a specific day.
- Whether your LLC will be managed by one or more managers or by all of the LLC’s members.
- The names and addresses of your LLC’s initial managers, if applicable.
- Whether your LLC will have a designated duration or if it will exist in perpetuity.
You can find the Utah Certificate of Formation on the Utah Division of Corporations and Commercial Code website. The filing fee for the Certificate of Formation is $70.
To file the certificate, you can mail it to the address listed on the Utah Division of Corporations and Commercial Code website or submit it in person.
If you have any questions about how to fill out the Certificate of Formation, you can contact the Utah Division of Corporations and Commercial Code by email or by phone at 801-530-4849.
Create an operating agreement
Having a Utah LLC operating agreement is one of the most important steps and legal documents. If you’re going to be a single member LLC or have multiple LLC members, I believe it’s important to set this up so, as a business owner, you have personal asset protection.
An operating agreement is exactly what it sounds like – it’s an agreement about:
– How your LLC is going to operate
– What the rules and regulations are going to be
– How decisions are going to be made
– Who’s on the management team
– And other important topics that you want to make sure are documented and in writing.
You don’t have to file your operating agreement with the Utah Secretary of State’s office but the operating agreement is a document that will help you with your business partners. If you’re going to operate a single member LLC or be a sole proprietorship – I still think it’s important that you put this document together.
If you’re going to put personal assets in as ‘seed’ money up-front, it’s important that you separate your personal assets vs. business assets to make sure it’s clear as you build this business.
If you’re going to collect sales tax, have business debts and a physical utah street address – this is just as important. There is a professional service from the LLC formation service (Northwest) that we’ve talked about but if you have more than one member – figure out a way to get your business structure down and operating agreements organized in the right way.
Even if you’re thinking that you don’t need an operating agreement because you’re setting up a Foreign LLC with the Utah Secretary of State’s office – you still do need one so – do it!
Get an EIN
The next step is to get an Employer Identification Number (EIN) for your LLC.
An EIN is a nine-digit number that the IRS assigns to your LLC. You need an EIN if you’re going to have employees or open a business bank account.
You can apply for an EIN online, by fax, or by mail.
If you apply online, you will get your EIN immediately.
Here’s the link: https://www.irs.gov/businesses/small-businesses-self-employed/apply-for-an-employer-identification-number-ein-online
If you apply by fax or mail, you should receive your EIN within four business days.
To apply for an EIN online, you will need to have a Social Security number or an Individual Taxpayer Identification Number.
This number is really important because the Internal Revenue Service is going to need this. If you’re planning on collecting sales tax and need to pay business tax, federal income taxes and rely on a Utah LLC EIN – then you’re going to need to do this once you’ve done all the prior steps.
The IRS website wil help you do that and all Limited Liability Companies need to do this in order to be official and hire employees or just be in compliance of having a Federal Tax Identification Number.
Open A Business Bank Account
At this point, you’ve got what you need for the Internal Revenue service and you’re ready to get a business bank account setup.
I recommend you go get an account with Liil.co. It’s really easy to get setup and they’ll help you with a business credit card too (I believe). They will also help you connect with services to help you with tracking business expenses and potentially make sure the tax structure is setup the right way.
Get Small Business Insurance
The next thing you need to do is get some small business insurance.
I recommend Commercial Insurance because they have a really good program for small businesses and they have lots of different coverage options.
You can get a free quote here: http://www.commercialinsurance.net
Get a Business License
The next step is to get a business license from the city or county where your LLC is located.
You can usually do this online and it’s not too expensive. The cost will depend on the city or county where your LLC is located.
File an Annual Report
All LLCs in Utah are required to file an annual report with the Utah Division of Corporations and Commercial Code.
The report is due by April 15th and there is a $20 filing fee.
You can file the report online, by mail, or in person.
Pay Annual Taxes
The final step is to pay your annual taxes.
All LLCs in Utah are required to pay an annual tax of $100.
The tax is due by April 15th and can be paid online, by mail, or in person.
That’s it! You’ve now officially formed your LLC in Utah
Do I need to have a physical address in Utah to form an LLC?
No, you do not need to have a physical address in Utah to form an LLC.
How much does it cost to form an LLC in Utah?
The filing fee for the Articles of Organization is $70. The annual tax for LLCs is $100.
Do I need a business license to form an LLC in Utah?
You will need to get a business license from the city or county where your LLC is located. The cost will depend on the city or county where your LLC is located.
How long does it take to form an LLC in Utah?
It usually takes about two weeks to form an LLC in Utah.
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