Step 1) Verify & Secure Brand Name
The first step to forming a nonprofit entity is to secure it's name, which becomes official when you file Articles of Incorporation in Step 5.
- Needs to be unique, unlike any other registered name with the Department of Commerce, Division of Corporations and Commercial Code.
- Shouldn't be similar to any assumed name or trademark. See Title 16 Chapter 6a Part 4 Section 401 for specific naming guidelines.
To begin your research, conduct a Business Entity Search through the state and another search using the TESS System through the U.S. Patent Office. If needed, file an Application for Reservation of Business Name which protects the name for 120 days.
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 GoDaddy 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) Appoint A Registered Agent
A Registered Agent must be an individual resident/citizen of Utah or a domestic/foreign business entity registered with the Utah Division of Corporations.
They must also have a physical street address. 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.
Basically you can hire an outside professional and expect to pay up to $160/year, or get a qualified agent free of charge when you start your organization through a service like Incfile. Nonprofit filing services like these handle this step along with much more depending on your startup package.
Step 3) Select Incorporators & Directors
Incorporators are the individuals responsible for executing the Articles of Formation with the state which officially declares the entity. Utah only requires one. Then you'll need to appoint at least 3 directors who among other things will oversee the nonprofit until the first meeting where official directors can be voted on.
This part can be somewhat complex because of the legal/tax nature of nonprofits which is why it's a good idea to either hire the best nonprofit lawyer you can afford or work with professional service providers like Incfile. They can help you understand the ins and outs of choosing initial directors and so much more.
Step 4) Draft NonProfit Bylaws
Without your own bylaws, your nonprofit would be subject to the default rules and statutes concerning these subjects which may not be suitable at all. Common nonprofit bylaws include:
- Detailed info on principle and registered agent offices.
- Management, procedures, and responsibilities of the board.
- Details on each office – Pres., Secretary, Treasurer, etc.
- How to go about Adding/Amending bylaws,
- How to handle other corporate formalities required in Utah.
To get started, check out a savvy Corporate Bylaws Template with an example that you can customize yourself. Also, if you have a legal representative or someone that’s familiar with going through state law, here’s a link to the Title 16 Chapter 16a of the Utah state code.
Step 5) File Articles Of Incorporation
Once you and your team decide it’s time to form the initial corporation, file your nonprofit Articles of Incorporation or submit them via mail to the Sec. of State. Information you’ll need includes:
- The name, type, duration of existence, and statement of purpose (provisions for nonprofit vs corp);
- Complete names & addresses of registered agent (and office), incorporators, and directors.
- Any specific provisions/bylaws set forth as part of the internal operations of your organization.
- A stipulation of apportioning assets to any 501(c)(3) upon termination of your organization.
Filing Fee: $30
Step 6) Start A Corporate Records Book
If you’re audited, a corporate or nonprofit records book/binder is what you’ll need to show them. In fact, if there are any kind of disputes it is the records book which should contain documents covering the matter either through contracts, bylaws, minutes of meeting, tax forms, legal notices, and so on.
As the name of the book implies, it’s a record holder of your Utah registration, licenses and permits, and other critical paperwork. They’re very common in conjunction with modern “cloud-based” storage. You can pick one up at nearby office supply stores, online through Amazon, or for $99 get a professional Corporate Kit which you can brand and customize.
Step 7) Conduct Initial Meeting
Now it’s time to conduct your first nonprofit meeting which is going to be very organizational/foundational in nature. Don’t forget to record “minutes” of the meeting and have it signed by all attending directors. Here’s a Corporate Minutes Template to get the ball rolling. The agenda should look something like this:
- Take attendance and show you have a quorum (minimum number needed).
- Appoint temporary officers, chairmen, secretary, etc.
- Adoption of the bylaws set down in Step 5.
- Where to set up a bank account, file state reports, etc.
Those are the basics, but depending on the nature of your nonprofit and how many members/directors are at the meeting there could be a lot more to discuss. It’s a huge move in the right direction though, so celebrate afterwards!
Step 8) Get An EIN
An EIN is an Employer Identification Number and your nonprofit organization will need one to be compliant on the federal as well as state levels whether you intend on hiring official employees or not.
Why? Well, through this number relevant agencies track your financials through your bank account which you need an EIN to create.
Now, while there are a number of ways to get one, the quickest and easiest way is to apply/request one directly through the IRS Website.