For already prepared documents, skip to step 3
Step 1: Check Name Availability
Choose three corporate names in order of preference and we check for availability.
Step 2: Prepare or Upload your Articles
Our online form will walk you through all required information.
Step 3: Specify Service Level and Service Options
Select the appropriate filing package or choose from the a la carte options.
Routine: 5 - 8 Business Days
Rush: 1 - 2 Business Days
Email confirmation within one hour during normal business hours.
Your filing is now on its way!
If we receive your Utah Articles of Incorporation by 12 p.m. PST M-F, your corporation will be submitted and could be active the same day. This means your company will be given the submission date as your file date. If you mail the document to the state, like many filing services do, it will take several weeks longer for proof of filing.
Your Post-Filing Responsibilities
- File a Statement of Information: After the Articles of Incorporation are filed, the Secretary of State requires that you file a Statement of Information.
- Employer Identification Number: If you would like, we can obtain your EIN for your new company. Add it to your order and we will obtain the EIN within 24-48 hours.
- Utah Corporate Kit: Our Kits include a custom binder, seal embosser, bylaws and meeting minutes, 20 Stock certificates, and more. You can order you kit at the time of filing or if you prefer, you can place the order individually at our Corporate Kit order page.
Add these optional services to your order at the time of filing:
- Certificate of Good Standing: You may need additional copies if you are going to qualify or register in other states. Most certificates are good for 90 days.
- Additional Certified Copy of Articles: You may need this in the future for banks, loans, or professional licensing requirements.
The SunDoc Filings Advantage
- We have filed thousands of documents since 1999
- All filings received by 12 p.m. PST are submitted same day
- Most filing companies mail in your filings
Utah Corporate Formation Guidelines
The corporate name must contain the word "Corporation," "Company," "Incorporated," "Corp," "Co." or "Inc." A corporate name found to be available may be reserved with the Division of Corporations and Commercial Code for a 120 day period for a filing fee of $22 (add $75, if expedited service is required).
It is acceptable to state either alone or with a specific purpose clause, “The purposes for which the corporation is organized shall be to transact any and all lawful business for which corporations may be incorporated pursuant to the provisions of the Utah Revised Business Corporation Act.”
AUTHORIZED SHARES AND MINIMUM PAID IN CAPITAL
There is no minimum or maximum number of authorized shares since state incorporation fees are not based on the share structure. There is no minimum amount of paid in capital required to commence business.
Preemptive rights are denied in absence of a specific grant.
Cumulative voting is automatically denied unless specifically granted.
REGISTERED AGENT AND REGISTERED OFFICE
The corporation must maintain a registered agent and office to receive service of process in Utah.
The minimum number of directors is three (3), unless there are fewer than three (3) shareholders,
then the number of directors may equal to, but no less than the number of shareholders.
LIMITATION OF DIRECTORS' PERSONAL LIABILITY
The articles of incorporation may contain, within the limitations prescribed by the Utah Revised Business Corporation Act, a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for the breach of fiduciary duty as a director.
Minimum number of incorporators is one (must be at least 18 years old) and there is no requirement that the incorporator be a resident of Utah.
Submit to the Division of Corporations and Commercial Code one executed original and one conformed copy of the Articles of Incorporation and one executed original and one conformed copy of Consent to Appointment by Registered Agent. The Division of Corporations and Commercial Code files the original, and returns the conformed copy of the Articles of Incorporation with a file-stamp thereon and a filing fee receipt.
Utah Corporate Frequently Asked Questions
Why choose SunDoc Filings?
SunDoc Filings can help you form a Utah corporation with the Utah Secretary of State on an expedited basis. To form a corporation in Utah or form a Utah subchapter S corporation, you must file the Utah Articles of Incorporation with the Utah Secretary of State. SunDoc Filings has been forming Utah corporations since 1999 and knows the state’s requirements to handle your formation professionally and without delay. Let us make the Utah incorporation process quick and painless for you by preparing and filing the Utah Articles of Incorporation with the Utah Secretary of State on your behalf.
How do I form a Utah Corporation?
First, we check corporate name availability with the Utah Secretary of State. Second, we prepare the Utah Articles of Incorporation. Third, before we form the Utah corporation, we verify that the Articles of Incorporation are free of errors. Fourth, we file the Articles of Incorporation with the Utah Secretary of State. Fifth, when the Utah Secretary of State files the Utah Articles of Incorporation, we will return the filed document to you.
What are the advantages of forming a Utah Corporation?
To begin with, there is the protection of the "corporate veil" that provides limited liability to the owners (shareholders). The shareholders are not personally liable for debts and obligations of the corporation. They can personally lose only to the extent of their investments in the Utah corporation form purchasing stock. Since the Utah corporation is an independent legal entity, the Utah corporation has continuous existence. It does not cease to exist simply because one of the shareholders dies or retires. Corporations often have an easier time setting up insurance, retirement funds, profit-sharing, pension, and stock option plans than other business entities.
When you form an Utah corporation, the owners (shareholders) are not personally liable for the debts and obligations of the Utah corporation. Ownership in an Utah corporation is more easily transferable than other business entities. Under most circumstances, shares of stock can be sold without restriction to a third party without having to obtain consent from the Utah corporation itself.
How do I obtain an EIN or Employer Identification number or Tax Payer ID number for my Utah Corporation?
After we form an Utah corporation on your behalf, we offer supporting services. We can obtain an employer identification number (an EIN) for your Utah corporation. An EIN is required to open a bank account, hire employees, and to start business credit for your Utah corporation. If you purchase our Utah premium package, EIN obtainment is included for your Utah corporation.
How do I form a Utah S Corporation?
It is important to understand that your Utah S corporation starts as a general stock corporation (C corporation). To obtain or to form an Utah S corporation, you must file for subchapter S status with the Internal Revenue Service (IRS). Forming an Utah S corporation simply means the corporation is taxed like a partnership or LLC with a pass through tax structure. Make sure to check with your accountant or the IRS for limitations or read about Utah C corporations below. By obtaining S corporation status in Utah, it eliminates double taxation and the corporation generally does not file a tax return. On their tax return, the Utah S corporation's shareholders include their share of the Utah Corporation's separately stated items of income, deduction, loss, and credit, and their share of non-separately stated income or loss.
What are the advantages of a C Corporation in Utah?
Generally most people form Utah C corporations that plan on publicly trading the corporation's stock. Since Utah S corporations cannot have more than 75 shareholders, choosing to maintain an Utah C corporation allows for 76 shareholders or more. An Utah C corporation can have multiple classes of stock such as preferred and common shares. An Utah C corporation will be double taxed since both the corporate entity and the individual owners have to file tax returns. However, an Utah S corporation can only be owned by individuals that are U.S. citizens or registered aliens, issue only one type of stock, and are limited to no more than 75 shareholders.
How do I obtain or prepare corporate bylaws for my Utah Corporation?
If you purchase our premium package, Sun will prepare the initial bylaws (standard language) for your Utah corporation and include meeting minutes (MS Word format) that you can prepare as needed.
What are the corporate bylaws and why are they so important for my Utah corporation?
The corporate bylaws serve as a blueprint for your Utah corporation The bylaws contain the rights, privileges, and powers of the officers, directors, and shareholders. Most Utah bylaws contain the number of directors and their names. Utah bylaws also contain the names of the officers for the titles: President, Vice-President, Secretary, and Treasurer/Chief Financial Officer (CFO).
Another important part of Utah corporation bylaws is to create "rules" on how the Utah corporation can open a bank account, take out loans, write checks, enter into contracts, obtain business credit, and issue stock certificates to its shareholders. Most Utah bylaws will reference a list of shareholders in alphabetical order that includes Utah shareholder's names, addresses, titles held with the Utah corporation, and the amount of shares the shareholder owns in the Utah corporation.
What is an Utah corporate seal?
After the Utah corporation prepares its bylaws or has Sun prepare the bylaws, the Utah corporation will need a corporate seal. A corporate seal is a handheld device that imprints paper with the corporation's name, state of formation, and date the Utah corporation was formed. Many banks and other lending institutes require Utah corporations to possess and use a corporation seal on business documents or loan papers. All Utah corporation kits that Sun sells contain a handheld corporate seal embosser.
What is a Utah corporate kit?
The Utah corporate kit is typically a hardbound binder that contains all of the Utah corporation's important documents such as the Utah Articles of Incorporation and bylaws. All the Utah corporation kits that Sundoc sells include having the Utah corporation's name hot stamped (professional imprint of the Utah corporation's name) on the spine. Most Utah corporation kits come with a slipcase to keep the binder safe. Some corporate kits are made with a slipcase built in. The choice is yours.
Another important part of an Utah corporate kit is stock certificates. All of the Utah corporate kits that Sundoc sells contain 20 custom stock certificates that include the Utah corporation's name, the amount of shares, the par value the corporation is authorized to issue, and the title of President and Secretary below the signature lines. If you have already formed your Utah corporation, you can order an Utah corporate kit by placing the order individually at our Corporate/LLC Kit order page. We have a selection of high quality kits that come in array of styles and colors.
Now that you have formed your Utah corporation, obtained your EIN from the IRS, decided upon whether to elect S corporation status or remain a C corporation, prepared the Utah bylaws, issued shares of stock, and used your seal embosser, it is time to verify which local city and/or county tax licenses your business will need. The best place to start is your city hall or county recorder's office. Take the time to verify your areas business licensing requirements. For those of you who plan to run your Utah corporation out of your home, check with your city or county to find out if a work at home permit is required. Once your licensing requirements are met, it is time to start operating your Utah corporation.