Articles of Organization LLC Utah

What Are Utah Articles of Organization?

The Articles of Organization in Utah, also known as the Certificate of Organization, is a legal document required to form a Limited Liability Company (LLC) in the state. This document serves as the official record of the LLC's formation and includes essential information about the company, such as its name, address, and management structure. The Articles of Organization are governed by the Utah Revised Uniform Limited Liability Company Act, specifically Utah Code § 48-3a-201.

For more information, visit the Utah Division of Corporations and Commercial Code.

Are Utah Articles of Organization Required?

Yes, filing the Articles of Organization is mandatory for establishing an LLC in Utah. According to Utah Code § 48-3a-201, an LLC is legally recognized only after the Articles of Organization are filed with the Utah Division of Corporations and Commercial Code. Failure to file this document means the LLC does not legally exist, and the business cannot operate under the LLC structure, which includes limited liability protection for its members.

Information Required in Utah Articles of Organization

Name Requirements

The LLC name must include the words "Limited Liability Company" or the abbreviations "LLC" or "L.L.C." as per Utah Code § 48-3a-108. The name must be distinguishable from other registered entities in Utah. Certain words, such as "bank" or "university," may require additional approval from relevant state agencies. To check name availability, use the Utah Business Name Search.

Utah Registered Agent and Registered Office

Every Utah LLC must designate a registered agent and a registered office. The registered agent can be an individual resident of Utah or a business entity authorized to do business in Utah, as outlined in Utah Code § 48-3a-111. The registered office must be a physical address in Utah, not a P.O. Box. The registered agent must consent to their appointment.

Management Structure

The Articles of Organization must specify whether the LLC is member-managed or manager-managed, as per Utah Code § 48-3a-407. The document should include the names and addresses of the initial managers or members, depending on the management structure chosen.

Organizer Information

An organizer is responsible for filing the Articles of Organization. There are no residency requirements for organizers in Utah. The organizer must provide their name and address, as required by Utah Code § 48-3a-203.

Purpose Statement

Utah allows for a general purpose statement, meaning the LLC can engage in any lawful business activity. However, specific language may be required for certain professional services. For more information, refer to the Utah Division of Corporations and Commercial Code.

Certificate of Formation Effective Date

The effective date of the Articles of Organization can be immediate upon filing or a future date specified in the document, not exceeding 90 days from the filing date, as per Utah Code § 48-3a-205.

How to File Utah Articles of Organization

Online

The Articles of Organization can be filed online through the Utah Online Business Registration System. The system is available 24/7, and the processing time is typically immediate. Payment can be made via credit card, and a convenience fee may apply. For step-by-step instructions, visit the Utah Division of Corporations and Commercial Code.

Mail

To file by mail, send the completed Articles of Organization form to:

Utah Division of Corporations and Commercial Code
P.O. Box 146705
Salt Lake City, UT 84114-6705

For courier or hand-delivery, use the following address:

Utah Division of Corporations and Commercial Code
160 East 300 South, 2nd Floor
Salt Lake City, UT 84111

Include one original and one copy of the form, along with a check payable to the "State of Utah." Processing time is typically 7-10 business days. The filer will receive a stamped copy of the Articles of Organization as evidence of filing.

Utah Articles of Organization Filing Fee

The filing fee for the Articles of Organization in Utah is $59. For the official fee schedule, visit the Utah Division of Corporations and Commercial Code Fee Schedule. Additional fees may apply for expedited processing or credit card payments. All fees are non-refundable.

What Happens After Filing Utah Articles of Organization?

Once the Articles of Organization are filed, the LLC is legally formed. The filer will receive a Certificate of Organization as evidence. The LLC must obtain a Federal Employer Identification Number (EIN) from the IRS, which can be done online at the IRS website. Additionally, the LLC may need to register for state taxes with the Utah State Tax Commission.

An operating agreement is recommended, though not required by law. The LLC must also comply with annual report requirements, which can be filed through the Utah Online Business Registration System. Depending on the business type, additional licenses and permits may be necessary.

Common Mistakes When Filing Utah Articles of Organization

1. Name Availability Issues: Failing to check name availability can lead to rejection. Use the Utah Business Name Search to ensure the name is unique.
2. Missing Required Information: Omitting essential details such as the registered agent's information can result in rejection. Ensure all fields are completed as per Utah Code § 48-3a-203.
3. Incorrect Fees: Submitting the wrong filing fee will delay processing. Verify the current fee on the Utah Division of Corporations and Commercial Code Fee Schedule.
4. Invalid Registered Agent: The registered agent must meet Utah's requirements. Ensure the agent is a Utah resident or authorized entity, as per Utah Code § 48-3a-111.
5. Restricted Terms Without Approval: Using restricted words without proper approval can cause rejection. Check with relevant agencies for necessary permissions.
6. Unsigned Documents: Ensure the Articles of Organization are signed by the organizer to avoid rejection.
7. Wrong Forms for Professional Services: Professional LLCs may require different forms. Verify requirements with the Utah Division of Corporations and Commercial Code.
8. Delayed Effective Date Errors: If specifying a delayed effective date, ensure it does not exceed 90 days from filing, as per Utah Code § 48-3a-205.

Additional Resources

• Utah Business Division/Formation Page
• Utah State Statutes (Complete Code)
• Utah Online Filing System
• Utah State Tax Commission
• Contact Information: Phone: (801) 530-4849, Email: corpucc@utah.gov

This article provides general information about Utah LLC formation requirements under the Utah Revised Uniform Limited Liability Company Act. It is not intended as legal advice. Persons forming an LLC should consult with a private attorney regarding their specific circumstances.