How to File a Certificate of Organization in Utah

Many Utah entrepreneurs choose to form a limited liability company (LLC) because of the many benefits of this business entity type. An LLC provides liability protection, for instance, so your assets are not at risk if your business is sued or cannot pay debts. 

An LLC is a “pass-through entity” for tax purposes, meaning that the LLC itself is not taxed. Instead, income passes through the business to the LLC owners or members, who report it on their tax returns. LLCs also offer flexibility in terms of management and taxation. 

Creating an LLC is relatively straightforward, but ensuring it’s done correctly is crucial to getting your Utah business on the right foot. The most critical step is filing articles of organization. 

What is a Certificate of Organization for an LLC?

The certificate of organization (also known as Articles of Organization in other states) is a legal document filed with the Department of Commerce to form an LLC officially. It will include your business name, address, registered agent information, and more, as detailed below. 

First, Select a Registered Agent for Your Utah LLC

Utah requires LLCs to appoint a registered agent, a person or company authorized to accept and respond to official business correspondence, such as legal, tax, or financial documents. 

The registered agent ensures all required notices and documents are received. In Utah, the registered agent can be an LLC member, individual, or entity that meets state requirements. In Utah, a registered agent must:  

• Be 18 years or older
• Have a physical address in the state 
• Be available during regular business hours 
• Be registered to operate in the state, if it’s a business

Many business owners hire a registered agent service to ensure their LLC stays fully compliant and for convenience. 

If you choose to be your registered agent, you must be at your registered agent’s address for all business hours. A registered agent service allows you to be wherever you need to be to run and grow your business. 

How to Submit a Certificate of Organization in Utah

To start, visit the Department of Commerce website and create an account to access the certificate of organization online. Then, click “create an account” and follow the instructions to register.

In Utah, the certificate of organization requires the following information:  

• LLC name
• Principal office address
• Registered agent contact information
• Member and manager information
• Business duration and purpose

Once you’ve created your account, log in and click the “Register a new business” button at the bottom of the homepage.

You will move through a series of screens that provide free business resources and then prompt you to choose whether to start a new business or update an existing one. For example, select “I am registering a new business in Utah” and answer the following questions.

Once you’ve answered the pre-registration questions, you’ll be prompted to choose your business entity (LLC) and select whether members or managers will manage it. You’ll also decide how you will want your LLC to be taxed. 

The next step is searching for your desired business name to confirm availability. If so, you will need to wait until you receive a confirmation to proceed to the next steps. Confirmation will be sent via email.

After your LLC name is confirmed, you’ll be prompted to enter all the required information outlined in the bulleted list above. At the end of the process, review your entered information and ensure it’s correct before confirming and proceeding to the payment screen.

You can also complete and submit a paper form if you wish to file by mail.

Some entrepreneurs hire an LLC formation service like ZenBusiness to handle this step, saving time and ensuring the process is done correctly. 

Draft an Operating Agreement

Utah does not require an operating agreement, but it’s a crucial document that defines members’ ownership percentages and profit allocations. Those are the two key elements, but it should also include the following:

• Each member’s rights and responsibilities
• Management structure and roles 
• Voting rights of each member
• Rules for meetings and voting
• What happens when a member sells their interest, becomes disabled, or dies

You can find operating agreement templates online, but it’s best to have them drawn up or reviewed by an attorney. The language of an operating agreement is crucial and can often help determine how member disputes will be resolved. Here you can obtain a free operating agreement template for your Utah LLC.

Contact Information for the Department of Commerce

Utah Department of Commerce Website

Phone: (801) 530-6701

Mailing Address:
SM Box 146701
Salt Lake City, UT 84114-6701

Physical Address:

Heber M. Wells Building
160 East 300 South
Salt Lake City, Utah 84111

In Closing

There’s only one way to create an LLC in Utah: successfully filing articles of organization. If you make any mistakes, you’ll likely have to refile, so be sure to do it right the first time and set your business up for serious success!