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When you plan to start your business, you should keep in mind any legal suits brought before your company could put your personal assets at risk. In Utah, one way to minimize the risk to these suits is to start an LLC. LLCs offer you some basic benefits, including the ability to increase the protection of your personal assets from any liability of the company. The other benefit of an LLC in Utah is you can distribute the profits in any manner you deem appropriate.
In this guide we’ll run through all the relevant information needed to get your Utah LLC off the ground in no time!
Here is a recap of the six steps:
Let’s go through each step in further detail:
Utah has specific guidelines for naming a business. These guidelines must be followed carefully to avoid having issues with the state. The guidelines are explained in Utah Business Names and Conventions Policies.
Some of the specifics about naming your business you need to know are:
Once you have decided on a name for your business, the next step will be reserving the name. Utah has a specific form that must be filled out completely. This form will reserve the name you have selected for up to 120 days. This does not give you permission to use the name, it only reserves it for your use. This form may be returned by fax at (801) 530-6438, by mailing to PO Box 146705, Salt Lake City, Utah 84114-6705, or by sending overnight mail to 160 East 300 South 2nd Floor (or 160 E Broadway), Salt Lake City, Utah 84111. The filing fee is $22.
If you elect to do business under a different name than your LLC, then you should consider using a DBA (doing business as). There are numerous ways to file a DBA in Utah, including filing your DBA online or by filling out a DBA application which may then be returned in person, by mail, or by fax. DBA registrations are good for a period of 3 years, and the filing fee is $22.
Registering your name or logo for trademark can be a smart move. Doing so on a federal level (with the USPTO) will prevent other companies from using your name and logo across all states. However, you should verify your mark is unique. This can be done online by using USPTO’s trademark database.
This protection is also available on a state level (in Utah, not across the rest of the states). Once you have verified your trademark is unique, you may use the Utah Trademark Manager or fill out a trademark application which may be returned by fax or mail. There is a fee of $50 plus an additional $25 for any additional class you wish to have designated with your mark.
To create your LLC in Utah, you will have to take certain steps first. One of the first steps you will have to make is filing a Certificate of Organization (also known as “Articles of Organization” in most states). This document must include the following data:
The form which must be filed with the State of Utah is called the Certificate of Organization (Limited Liability Company). This form must be typewritten; it may not be handwritten. The filing fee is $70 and is non-refundable.
Anyone who is forming an LLC in Utah can expect to pay the following minimum fees:
These fees are paid to the state and must be included with the various forms which we have previously pointed to.
The most efficient way to file your LLC documents, do a DBA filing, and get your business name reserved is by using the OneStop Online Business Registration website. This site will guide users through the process of registering and filing the necessary documents.
Other options include:
In person: The first-floor window at the Utah Division of Corporations is located at 160 E Broadway, Salt Lake City. When arriving, all documents should be ready to submit, as there are no computers or printers for public use. Payments may be made using a money order, cash, check, or credit card.
By mail: LLC registration documents may also be submitted by regular or overnight mail. The necessary fees must accompany all forms, and all forms must be typewritten (not handwritten). All checks should be payable to State of Utah. Payments are also accepted via money order or cash. The mailing address for regular mail is PO Box 146705, Salt Lake City, Utah 84114-6705. For overnight mail, the address is 160 East 300 South (or 160 E Broadway)
Salt Lake City, Utah 84111.
It should be noted that mailing and in-person registrations could take an additional 10 days for processing.
Utah requires every LLC to have a registered agent. A registered agent is empowered to accept deliveries on behalf of your company. In some cases, a company acts as its own registered agent. However, if your LLC operates primarily from one person’s home, uses a PO Box, or uses shared office space, your best option is to choose an independent agent. The registered agent in Utah can be an adult individual or a domestic or foreign business entity. All registered agents must have a physical address within the state of Utah.
It is also important to keep in mind that a registered agent need not receive your regular mail; their primary function is to accept documents from the state, accept receipt of court documents, and other official government documents and information. You can read more about the services of a registered agent in our post entitled “What is a Registered Agent? (And Do You Need One).” The answer is that you probably do need one if you prefer not to act on your own behalf.
Operating agreements are legal documents designed to outline two things: the structure of the LLC and what each owner has in terms of responsibilities and rights. Utah does not require an operating agreement.
Although Utah’s LLC regulations do not require an operating agreement, there are reasons why they make good business sense. A properly prepared document can help the owners stay focused on the business’s needs and help avoid conflict with partners in the future.
No state requirements exist because Utah does not require an Operating Agreement.
○ Statement of liability — language explaining that members have limited liability protections
○ Dispute resolution — how disputes among members would be handled
○ Communication — how information is to be shared with other members
○ State law — provision would state that the laws of Utah govern the LLC
○ Special agreements — non-compete clauses, conflict of interest policies, or other agreements which members have reached which may have an impact on the LLC
○ Death of a member — a detailed procedure outlining the process the LLC will follow in the event of the death of a member
An EIN (Employer Identification Number) serves as a tracking number for the IRS to handle your LLC and employee taxes. As an LLC with employees, an EIN is a necessity. First, an EIN will allow you to open a bank account in your company name. Second, it will keep the funds for the LLC separate from personal funds. Applying for an EIN is painless and can be completed online in minutes. Here is the process.
It is also important to remember to keep the information for the EIN current.
Business owners should always understand what taxes they owe to both the Federal government and the state of Utah. There are some important things you should be aware of after you receive your EIN number regarding taxes.
LLCs are considered “disregarded entities” for federal tax purposes. However, LLC owners may wish to submit the necessary paperwork to be taxed as an S-Corporation or a C-Corporation. If you do not elect a corporate designation and have more than one owner, the LLC will be taxed by the IRS as a Partnership which would result in the need to file Form 1065. In the event the LLC is a single owner, the taxes will be treated the same as a sole proprietorship for federal tax purposes.
To have your LLC designated as either an S-Corporation or a C-Corporation, LLC owners should file Form 8832 at their earliest convenience. This may be done immediately after formation or at any time the LLC owners deem necessary.
A business that provides products is required to collect sales tax. The filing requirements are based on the total income of the company during the prior tax year. The requirements are as follows:
Annual Tax Liability
$1,000 or less
$1,001 to $50,000
April 30, July 31, October 31, January 31
$50,001 to $96,000
Last day of month following end of period.
$96,001 or more
Monthly filer with mandatory EFT payments
LLC members may be required to claim self-employment taxes if they are using pass-through income versus filing as an S-Corporation or C-Corporation. The current self-employment tax is 15.3% which is the company and individuals portion of the Medicare Tax (2.9%) and Social Security Tax (12.4%).
Anytime an LLC has employees, they must pay a payroll tax. These taxes must be paid quarterly. Utah’s tax guide explains the process for withholding taxes and those taxes must be paid online.
LLCs may have other tax obligations which may need to be met. Filing taxes in a timely manner will assist your LLC in remaining in compliance with all state laws.
Once your LLC is formed, you will need to take several steps to remain in full compliance with Utah laws and federal rules. Some of these include opening a bank account, filing annual reports, and ensuring you have the proper business licenses and permits.
Once the LLC has its own EIN, it’s a best practice to open your business bank accounts. These accounts should contain the name of the LLC (with the LLC designation) and, if applicable, your DBA. For example, if your LLC is Jones & Smith, LLC D/B/A Jones and Associates, that is how your bank account should be registered.
Your bank account is important because it helps you maintain a separation between your individual and company banking information, which is a great way to help protect your potential liability.
LLCs are required to file an annual report with the state. This may be accomplished by filing an online renewal. The annual fee is $20, and there is a $30 late fee if you fail to file in a timely manner. The state will send a postcard to the registered address 30 days before the required filing time.
Tax issues, seeking financing, real estate matters, etc., all require the help of experts. Business owners are strongly encouraged to work with a tax expert, attorney, or other professionals to ensure they have all of the information they need to ensure their business remains in good standing.
While the state of Utah does not specifically require any licenses or permits, individual municipalities within the state may have a requirement for licenses or permits. It is imperative that you determine what permits or licenses are required where you will be doing business.
Tailor Brands is here to help you launch your business. Whether you need help forming your LLC, creating a logo and/or website, or you need a registered agent, we can help. Contact us today and let us help you get a strong start toward fulfilling your dream of business ownership.
This portion of our website is for informational purposes only. Tailor Brands is not a law firm, and none of the information on this website constitutes or is intended to convey legal advice. All statements, opinions, recommendations, and conclusions are solely the expression of the author and provided on an as-is basis. Accordingly, Tailor Brands is not responsible for the information and/or its accuracy or completeness.