Utah Articles of Organization

When you form an LLC, whether a multi or single member LLC, there are many benefits such as tax flexibility and the potential for and anonymous LLC.

To get these benefits, you must complete certain requirements like conducting a business search, paying state fees, and filing you articles of organization. After your company is formed, you will need to maintain it through filing your annual report and drafting an operating agreement.

Articles of organization are part of a formal legal document used to establish a limited liability company (LLC) at the state level. A limited liability company (LLC) is a business organization type in the United States whereby the owners are not personally liable for the company's debts or liabilities. Limited liability companies are hybrid entities that combine the features of a corporation with those of a partnership or sole proprietorship. If you own a business and several assets, you may want to consider forming an LLC. Each state has different laws on forming an LLC. However, submitting the Articles of Organization is a critical step in establishing an LLC in all states. This include Utah.

This document is a foundational document used to create a limited liability company (LLC) as a legal entity recognized by the state. In Utah, the Articles of Organization are filed with the Division of Corporations and Commercial Code of the Department of Commerce.

In Utah, when submitting the Articles of Organization, you need to include the following.

1. Name of the LLC
2. The purpose of the LLC
3. The street address (must be within the state of Utah)
4. Name and address of all organizers who aren’t managers or members
5. Whether it's a manager-managed or a member-managed LLC, it must contain a statement saying which one the company will operate as. It should also include the addresses and names of all the members or managers.
6. Signature of at least one LLC member

The articles of organization and the articles of incorporation can easily be confused. They are very similar but have one main difference: articles of organization are meant for LLCs, as outlined here, and articles of incorporation are for corporations.

The State of Utah provides on their Division of Corporations and Commercial Code site a sample form that you can use to submit the Articles of Organization when filing your LLC. Click here to access it.

You can use this document to file the Articles of Organization in person, via mail, or via fax. You may also draft your own articles of organization in compliance with Utah’s law. You can find instructions for preparing your Articles of Organization in Utah here.

The process can take up to 7 business days before you receive notice of whether your application was accepted or rejected.

Step 1: Enter your proposed name

The name must be entered in English characters and have one of the following indicators: Limited Liability Company, LLC, or L.L.C. When inputting the desired name into the online filing system, a search will be made to determine whether the proposed name is acceptable and follows Utah state statute.

You can make sure that your LLC name is not already registered by performing a business search. Click here to search through existing businesses. By searching for the name prior to submitting your Articles of Organization, you can avoid rejection from proposing a name that was already registered. It can help prevent your forfeiture of any fees with filing.

Step 2: Principal Office Address

You need to include the primary address where your business will be located at.

Step 3: Indicate whether you will create a series LLC

A series LLC is a special type of LLC where the articles of the organization allow for unlimited separation of membership interests, operations, and assets into different series. Each individual series operates like a separate entity with a unique name, separate books and records, and bank account. Series LLCs may have different members and managers in each. Utah allows this form of LLC.

Step 4: List your registered agent

The registered agent is an entity or individual that receives service of process when a party undergoes a legal action such as a lawsuit or summons. Utah’s Division of Corporations sends all correspondence to the agent. Your registered agent must have a Utah Street address.

For commercial Registered agents, all you need to include is the agent’s name. For noncommercial agents, enter the name and address. The registered agent can either be an individual or a business entity. However, if they are a business entity, it must be in good standing with the Division of Corporations.

It is important to know that a business cannot serve as its own Registered Agent.

Step 5: Provide the information of your organizer.

This includes the organizer’s name and address. This person must be certified to sign the Articles of Organization. Any person or business entity may be an organizer. The organizer has no required responsibility other than to create and submit the Articles of Organization.

Step 6: List name and address of at least one member/ manager

At least one manager, member, or other governing person needs to provide their name and address. It is optional to list all members

Step 7: Specify duration (optional)

If you have an anticipated end date for your LLC, you can list the duration of your business. This may be utilized by LLCs that may have a purpose that once is completed, no longer needs to continue.

Step 8: Business Purpose (optional)

You also have the option of listing the business purpose.

Step 6: Pay the application fee.

The application fee is $54 for a Utah LLC application. It is essential you make sure the application is filled out completely and correctly to avoid forfeiting the nonrefundable application fee.

Step 7: Other steps after submission of your articles of organization.

You must submit a certificate of good standing under Utah regulations. This certificate is an official one-page document that certifies a legal entity is registered in Utah and complies with state regulations.

The Division may reject your application. The reason is usually concerning the LLC suggested name. Other reasons may include if you forgot to pay the application fee. Make sure to include the fee in your application, especially if sending the application in person, mailing it, or by fax. The check must also be made payable to the right division where the filing is being sent. Another reason can be that you forgot to include the good standing certificate from Utah or whichever state that you are submitting your documents to establish your LLC. It is also important that your papers are complete and legible. If your writing is incomplete or cannot be understood, you risk being rejected. The documents must be signed by a member of the LLC, manager, or authorized person.

It is not necessary to have a lawyer assist you in filing the Articles of Organization. However, it may be helpful to have an expert navigate the Utah-specific laws and increase efficiency. It may also prevent the need to repeatedly send in your application after rejection. Your business attorney may also advise whether an LLC is the appropriate business structure for what you have in mind.

You should work with an attorney if you are having difficulties filling or have any additional questions.