Utah Business Law:
Utah's LLC Certificate of Organization Requirements
By Benjamin T. Beasley. Ben Beasley is a partner at the law firm of Freeman Lovell. His practice is focused on business, finance, and real estate law. He received his juris doctor degree from Harvard Law School.
Contact Ben at email@example.com.
In Utah, a limited liability company is often a good structure to use for your company. Creating an LLC in Utah can be straightforward, but may be difficult or intimidating if you have never done it before. We help move our clients’ businesses forward, including by creating the Certificate of Organization that creates your LLC and is registered with the Utah Division of Corporations. Properly creating and registering your Certificate of Organization is the first step in creating your business. Normally, a document set for a new LLC includes a Certificate of Organization, an Operating Agreement, an SS-4, an EIN letter from the Internal Revenue Service, a Third Party Authorization and Designation, and employment documents like a Non-disclosure Agreement, Proprietary Information and Inventions Assignment, and Employment Agreement. Each of these documents accomplishes a specific need for a limited liability company. This article focuses on the Certificate of Organization.
Basic Requirements for a Certificate of Organization
Utah law governs how an LLC here is set up and operates. The Utah Revised Uniform Limited Liability Company Act is found in Utah Code Annotated 48-3a, and the section on formation is at U.C.A. 48-3a-2. U.C.A. 48-3a-2-201 lists the requirements for a Certificate of Organization. At minimum, the Certificate of Organization must list the following:
The name of the limited liability company
The street address and mailing address of the principal office of the limited liability company
The name of the entity’s registered agent, with the address if using a noncommercial registered agent, and other information required by U.C.A. 16-17-203
If relevant, low-profit status information, professional services company information, and/or series LLC information
The Certificate of Organization may also contain other statements
The limited liability company is formed in Utah when the certificate of organization is filed with the Utah Division of Corporations and there is at least one member of the LLC.
Naming a Utah LLC
There are certain requirements for how you can name an LLC in Utah. In order to comply with Utah law, your entity’s name must include the words “limited liability company” or “limited company” or the abbreviation “L.L.C.”, “LLC”, “L.C.”, or “LC”. “Limited” may be abbreviated as “Ltd.”, and “company” may be abbreviated as “Co.”. Any of these are allowed, but the approach that seems most typical is to name the entity [name], LLC.
When we help a client form an LLC, we confirm with the Utah Division of Corporations that the proposed name has not already been taken. Accordingly, we normally will request a client provide us with a couple of different name options so that if their first choice is not available, we can just use another option.
Street and Mailing Address
The Certificate of Organization requires that you list the mailing address and street (i.e., physical) address of the business. The street address represents the principal place of business of the LLC, so it cannot be a post office box address or other address that cannot be the company’s physical location. The street address could be at a building (such as an office), or a person’s home address.
The mailing address can be any address. It could be the same as the street address if that is an address that receives mail (as most office and home addresses do), or it could be a post office box address. This address is used by the Utah Division of Corporations for all correspondence, such as reminder notes that are sent to each LLC regarding filing an annual report.
A registered agent is required to be listed on a Certificate of Organization, and this normally includes contact and other identifying information unless a commercial registered agent, who is registered with the Utah Division of Corporations, is the registered agent. This is critical because this person, office, or entity is the one who is set up to receive all official and legal notices on behalf of the limited liability company. The address for the registered agent must be a physical address. The idea is that the entity specify someone who is responsible for receiving legal notice. For example, if someone were to sue the LLC, they could send a court summons and complaint to the registered agent, and that would normally satisfy the legal notice requirements and start the clock for a response. The registered agent would send that documentation on to the owners of the limited liability company. Thus, a registered agent is often the attorney for the company, or it may be one of the owners of the business or an officer of the business. The most critical thing is that the registered agent be someone who will be diligent in receiving and timing reviewing legal notices, so that you won’t be at risk lose a lawsuit by default.
Signing and Filing the Certificate of Organization
A Certificate of Organization in Utah must be signed and filed. The signatures can be of an owner (called a “member”) of the limited liability company, or it can also be of a third party, such as an attorney who helps you set it up but does not own any of the company. When the document has been finalized and executed, it is sent to the Utah Division of Corporations, with a filing fee, in order to register the LLC. Normally, this process also includes a name review and reservation process by the Division to ensure that two entities don’t have the same name. Once the Division has confirmed, it will stamp and file the Certificate of Organization, and then the entity is officially formed and the owners of the LLC can move forward with the other requirements for starting the entity, such as finalizing and executing an Operating Agreement, getting an Employer Identification Number (“EIN”) from the United States Internal Revenue Service, creating employment and independent contractor agreements, getting bank accounts and other necessary accounts, and signing contracts.
Enlist a Utah Business Attorney
Our deep Utah business law knowledge can help you with any of your business structuring needs or other operational requirements. Whether you are seeking to create a new Utah business or need to review or update an existing business, we are available to discuss your options and answer your questions at an initial free, thirty minute consultation.
Call us at (801) 477-6838 for a free consultation. You can also email Ben at firstname.lastname@example.org, fill out a contact form below, or set up an appointment to meet at our offices. We look forward to helping you.