Step 1) Verify & Secure Brand Name
To secure and register your brand name it must be unique, not too similar to another registered name, and shouldn’t contain any restricted wording.
Keep in mind your name must include words like “Corporation”, “Incorporated”, “Company”, or “Limited”. Abbreviations like “Corp.”, “Inc.”, “Co.” or “Ltd.” are also fine. If needed, file an Application for Reservation of Business Name that’s good for 120 days through the state’s One Stop Service.
Filing Fee: $22
Quick Note: Before you commit 100% to a name, you may also want to check that there’s a decent URL available for your business. Use WEEBLY to search your options. If there’s a quality domain name for purchase, we advise buying it right away. Even if launching a business website isn’t on your radar right now, it’s going to be soon, and you might as well nail down a domain name that’ll make it easy for customers to find you!
Step 2) Get An EIN
An EIN, or Employer Identification Number is required by both Utah state and the federal government for essentially the same reasons individuals are required to have a SSN.
It’s a nine-digit number that’s used to track business activity and makes it possible to open a business bank account, legally hire employees, and so on.
Almost every transaction your business engages in will require an EIN. That said, you can get one quickly, easily and free of charge by applying online through the IRS Website.
IMPORTANT NOTE: If your Corporation is going to be taxed as an S-Corp, be sure to complete IRS Form 2553 and mail it in to the IRS right away once you have your EIN.
If you are creating a corporation solely because you thought that you needed to do so to form an S-Corp, keep in mind that a Utah LLC can also be taxed as an S-corp, and the internal governance structure of an LLC is usually more favorable for smaller operations.
Step 3) Appoint A Registered Agent
A Utah registered agent must be an individual resident of Utah or a domestic/foreign business entity registered with the Utah Division of Corporations.
They must also have a physical street address (other than a PO Box). They’re an official representative of your brand who receives and helps handle/process all official documentation like state filings, tax forms, court or legal notices, etc.
You can hire an outside professional and expect to pay up to $160/year, or get a registered agent free when incorporating with IncFile. They handle this along with so much more depending on your startup package.
You may also serve as your own registered agent, as long as you have a Utah street address and are comfortable with your address being publicly posted on the state’s business registration website.
Keep in mind that you will also be the sole person responsible for keeping your state business filings up to date if you serve as your own registered agent.
Step 4) File Articles of Incorporation
Now that you’ve got your registered agent, to make your corporation an official business entity, when ready file Articles of Incorporation with the Sec. of State that disclose for the public record some basics of your brand including:
- Corporate name, address, and statement of purpose,
- Corporate registered agent name, signature and address,
- Number of shares corporation is allowed to issue,
- Corporate officers and directors names and addresses,
- Incorporator name and address and so forth.
- Although not publicly-posted, you will also need the phone number, SSN, and birthdate of your governing officers and organizers when filing so be sure to have that information available.
Filing Fee: $70
Step 5) Get A Corporate Records Book
Think of this as the hard copy record book where all critical corporate documents are kept like the Articles of Incorporation, Bylaws, meeting minutes, stock certificate ledger, stock certificates, stock certificate stubs, stock transfer documents, etc. It’s the ultimate company binder!
They’re very common and while not necessarily having one is highly recommended for all serious business entities.
Step 6) Elect Directors, Meet, Discuss Bylaws
Appoint at least 3 initial directors who among other things will oversee the Utah corporation until the first shareholder meeting where new directors will be voted in.
Prepare an “Incorporator Statement” with complete names and addresses of each director and keep it in your records book. Once elected, an initial meeting should:
- Appoint officers & discuss/create Corporate Bylaws.
- Choose a bank & approve the issuance of stock certificates.
- Agree on corporate seal and adopt official stock certificate form.
- Approve s-corp (opt.). Record Minutes of Meeting, have directors sign, then add to records book.
Step 7) Open A Bank Account For Business
When you start a Corporation in Utah, it’s very important to keep all personal and business assets/accounts completely separate.
So don’t take this lightly. Where should you start building the financial persona of your brand? Who is offering the best overall business services to corporate clients, relative to location and other conveniences?
If you think it’ll be helpful, look into this short breakdown of Business Checking Accounts to start brushing up if all this is unfamiliar territory. Where your corporation banks is a critical move, which is why it should be discussed at length in your initial shareholder meeting.
Step 8) Handle Taxation & Licensing/Permit
To ensure that you will not face penalties, fines, and fees when starting a business, you need to completely fulfill your tax and license obligations to the state.
To get started, see the resources below:
Note that this guide to incorporating in Utah isn’t a legal document or legal advice. It’s for informational purposes and the information above is subject to change. For specific legal questions regarding how to form a Utah Corporation, please consult with a local professional. We recommend Melling Law.