Start Your Utah LLC

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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!

How To Form a Utah LLC in 6 Steps

Here is a recap of the six steps:

Let’s go through each step in further detail:

Apply for a Utah LLC with Tailor Brands

Step 1

Choose state &
 business name

Step 2

Answer a few
easy questions

Step 3

We’ll submit your
 LLC application

What do I get with my LLC?

LLC filing

This includes all of the documentation you need to get your LLC formalized.

Name availability search

We’ll check federal trademark records in relation to your business name.

Priority support

Our dedicated business formation team is here to help with your LLC application!

Registered agent

Is an essential contact between an LLC and the state it's registered in, and helps take care of all the formal processes.

Employer ID number (EIN)

It helps you file tax returns for your business and reduces your personal liability. It's necessary to open a business bank account.

Annual compliance

We've got your back with all the official annual compliance for your state so that you can operate legally.

Operating agreement

You'll receive this key document, which outlines your business's structure and other information.

Step 1: Name your Utah LLC

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:

Reserve a business name

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.

File a DBA

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 for trademark

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.

Step 2: File articles of organization

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.

State fees

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.

How to file LLC documents in Utah

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.

Step 3: Choose a registered agent

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.

Step 4: Create an operating agreement

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.

Is an operating agreement a must?

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.

What to include in an operating agreement

No state requirements exist because Utah does not require an Operating Agreement.

Basic information — This would include the legal name of the LLC, any DBAs the company is going to operate under, the address, and the name and contact information of your registered agent. When you review your operating agreement, the information contained in it should include any information required on the articles of organization form submitted to the state
Business purpose — Having an outline of the purpose of a business can be important. However, to ensure that you are not binding yourself to only one industry, product, or service, you may wish to consider adding an item that says your business is permitted to engage in any type of activity that is legally permissible. This will allow you the flexibility you may need if you wish to expand your operation to other products and services, or if your focus changes after reviewing market conditions
Statement of intent — This would be a statement that clearly outlines that your operating agreement conforms to Utah's requirements, and that once all documentation is properly filed and accepted by the state, that the business will be considered to exist
Duration of business — Some companies set up LLCs for specific purposes such as a joint venture, specific project, or for a set period of time. If your company is not set up for any of these reasons, then the statement should simply state the LLC will continue in perpetuity
Tax treatment of LLC — LLCs can avoid paying business taxes by having each member report profits and losses on their taxes. These would be in proportion to their ownership share and would be taxed at their personal income rate. The IRS does allow an LLC to be taxed as an S-Corp or a C-Corp, provided they file the proper IRS forms. This will be further outlined in the tax section of this guide
Member and manager information — The LLC operating agreement should also contain information about each member and manager. Information such as their name, address, job title, responsibilities to the LLC and ownership percentages should be included. In most cases, member-managed LLCs means the member is handling day-to-day operations. When an LLC has managers, they often elect a manager to manage daily operations. In the event an LLC is manager-managed, the agreement should also detail the responsibilities, salary, and tenure of the manager. There should also be a plan included for replacing, removing from duty, and electing a new manager
Member contributions — Typically to be included as one of the owners of an LLC, each person contributes to the business. This contribution may be in the form of cash, property, labor, intellectual property, skills, or other resources which may be helpful to the company. LLC members generally receive an ownership percentage in exchange for these contributions. Therefore, the operating agreement should spell out each contribution and the percentage of ownership to which that owner is entitled
Member meetings — While there is no legal requirement to hold an annual meeting of an LLC, unlike other corporations, most agreements will have a schedule of meetings for members and/or managers to vote on matters that will impact the company. The time, place, and purpose of these meetings should be spelled out in an operating agreement. The method of presence should also be included. For example, the LLC may decide members may participate in these meetings via video call or require they be present in person in order to cast a vote
Voting and approval rights — Members typically vote on important decisions during meetings. When an LLC is managed by its members, it may require more frequent voting. It is important to detail the weight of each vote provided to members. The details should include whether the vote should be a simple majority or a two-third majority for something to be approved. When the LLC is manager-managed, clarification of what members must approve before a manager takes action should also be included. Because the possibility exists that an LLC membership might wish to make changes to their operating agreement later, this is the section which would explain what procedures would be used to vote on those changes
Member compensation — Compensation often depends on an individual member's role in running the business. However, one must also consider how the LLC is going to be taxed. When taxing has been declared as being done as an S or C Corporation, members would typically receive a salary plus distributions. Should there be no S or C taxing, members would receive only distributions based on their ownership interest
Member exit rights and new members — Describe what process must take place if a member wishes to exit the LLC. An agreement could be reached between members in advance of preparation of this document that existing members have right of first refusal over their shares. Should there be a clause allowing members to sell their share to another party, this section may be used to explain what qualifications should be met. For an LLC to admit new members, there should be a meeting and voting process in place
Dissolution of an LLC — When the members have agreed that an LLC should be dissolved, there should be a clear process which is outlined in the agreement. Remember that winding down an LLC typically means filing certain forms with the state. The potential liquidation of any assets, payment to creditors, and distribution of assets will be handled after all debts are paid
Additional provisions — Some of the common provisions which are included in an LLC operating agreement include:

○ 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

Start an LLC in Utah, Hassle-Free

Step 5: Applying for an EIN

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.

Review instructions for Form SS-4
Review information for Single Member LLCs (if applicable)
Apply for EIN online

It is also important to remember to keep the information for the EIN current.

Step 6: Comply with Utah's tax requirements

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.

How your LLC will be taxed

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.

Income tax

As of 2022, Utah offers the same tax rate regardless of tax bracket. That rate is 4.85%. Businesses are required to file Form TC20. The instructions for filing 2021 corporate taxes in Utah can be found here.

Sales tax

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	Filing Status	Due
$1,000 or less	Annual filer	January 31
$1,001 to $50,000	Quarterly filer	April 30, July 31, October 31, January 31
$50,001 to $96,000	Monthly filer	Last day of month following end of period.
$96,001 or more	Monthly filer with mandatory EFT payments

Self-employment tax

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%).

Payroll tax

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.

Other state taxes

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.

What To Do After You've Formed an LLC

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.

Open a separate business bank account

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.

Understand your ongoing annual LLC fees

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.

Set up finances

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.

Obtain relevant business licenses and permits

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.