Should you form your corporation in Utah? We've collected the relevant information that will help you make this decision.
Among "Best States for Business" (Forbes 2016)
Increasingly expensive to do business in the state
Cost of doing business
$73 filing fee / $15 annual report
Owner disclosure in Articles of Incorporation
Forming your corporation in Utah
The name In order to communicate to the public that your new business is incorporated, its official name will need to end with one of the following signifiers (or a relevant abbreviation): “incorporated”, “Company”, or “corporation.” In addition, it is required that the name of your business is not intentionally misleading to consumers, for any reason. Your company’s new name must also be completely unique, and not deceptively similar to any other organizations name or trademarks. There are also restrictions on using certain terms that are common to the financial or education industries. Do a FREE name search.
Board of directors requirements You will need to form an official board of directors when incorporating in Utah. Here are the states explicit regulations regarding these directors:
Required number of directors
Utah corporations must have at least three directors listed in their incorporation documents. However, there only needs to be one director if there has been no issuance of stock to date. After stock has been issued, there must be three or more directors unless there are only two shareholders. If there are only two shareholders than there must be two directors.
Directors of corporations located in Utah can be of any age.
There are no residence restrictions imposed on the directors of C corporations in Utah. However, S corporations are only allowed to have directors located in the United States.
What information needs to be included in the Articles of Incorporation?
Utah does require the names and addresses of directors to be disclosed in incorporation documents.
Requirements for the Articles of Incorporation
The Articles of Incorporation is a document that must be filed during the incorporation process in every state. Here is the information that must be included in this document when filing in Utah:
Stock information Utah requires the number of initial shares outstanding, and their par value, to be disclosed during the incorporation process. The number of outstanding shares does not affect initial state filing fees.
Officer information The state of Utah does not require officer information to be disclosed during the filing process.
Registered agent information All Utah corporations must have a registered agent on file, and submit their name and address (which cannot be a PO box). This agent will be required to be accessible during standard business hours, and act as the state’s point of contact with the company. Learn more about registered agents.
If your business is a professional practice Professional service corporations are permitted to form under the professional corporation (PC) structure.
Corporate record keeping requirements
Corporations are required to keep formal documentation regarding several of their operations. These are the explicit record keeping formalities required by Utah:
A copy of the Articles of Incorporation, bylaws, and their amendments
A complete and comprehensive set of financial statements going back three years
In-depth, alphabetical records that detail the owners (along with their names and addresses) and class of all outstanding stock shares
The business address and names of all officers and directors
Formal, in-depth documentation of all stock related resolutions
Permanent meeting minutes for all shareholder, committee, and director meetings.
A copy of all written communications with shareholders within the previous three years
A copy of the corporation’s most recent annual report
Formal documentation of all director and shareholder decisions, regardless of if they were made during a meeting or not.
Utah corporate taxation and fee requirements
There are several tax and fee requirements that must be addressed by corporations in Utah. They are as follows:
Taxation All states have complex taxation requirements. For more information regarding taxes in Utah, it is advised that you visit the state’s official business related website.
Annual report requirements Corporations in Utah are required to file an annual report before their anniversary date each year. There is a $15 fee associated with this process. Learn more about annual reports.
Tax identification numbers Utah requires an EIN (employee identification number) for all corporations that will have employees, and most banks will require one to open accounts. Utah does not require corporations to obtain state tax ID numbers. Learn more about EINs.
Business license requirements
The business licenses and permits required in Utah vary wildly depending on the county or municipality in which your new corporation is located. If you would like to see more in-depth information on licenses and permits, please feel free to visit the content in our learning library that covers business licenses and permits.
S corporation election Utah does not require a state-level S corp election, as they recognize any elections held at the federal level.
Need a Utah LLC instead? Click here.
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