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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 benjamin.beasley@freemanlovell.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 a 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.​


Registered Agent​


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 specifies 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 of losing 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 benjamin.beasley@freemanlovell.com, fill out a contact form below, or set up an appointment to meet at our offices. We look forward to helping you.

28 Dec, 2023
In a couple of months, a new rule will take effect, requiring all registered legal entities to report their beneficial owners to the Financial Crimes Enforcement Network (FinCEN). We wanted to give you a heads up about the rule and give you as much information about what it means to you. What is the rule? The rule, which is called the Beneficial Ownership Information Reporting Requirements (BOI Rule), comes from the Corporate Transparency Act, which was passed by Congress in 2021. This law created the BOI Rule with FinCEN as part of the U.S. government’s efforts to make it harder for bad actors to hide or benefit from their ill-gotten gains through shell companies or other deceitful ownership structures. Under this new law, FinCEN will permit Federal, State, and local officials to obtain ownership information for authorized activities related to national security, law enforcement, and intelligence. When does the rule take effect? And when do I have to submit a report? The BOI Rule takes effect on January 1, 2024 . If your company existed before January 1, 2024, you must file its initial beneficial ownership information report by January 1, 2025. If your company is formed or registered after January 1, 2024, you must file its initial beneficial ownership information report within 30 days after receiving actual or public notice that its creation or registration is effective. If any beneficial ownership information changes, you will have 30 days from the day of the change to file an updated or corrected report with FinCEN. What do I need to include in the report? The BOI Rule requires that all entities report information about the company, each individual with substantial control over the entity, and each beneficial owner. What information is required to report about the entity? Full legal name of your company and any DBAs names; Complete current street address for your company's principal place of business (P.O. boxes will not be accepted); The jurisdiction of formation or registration; and Tax identification: IRS tax identification number (TIN) and employer identification number (EIN). What information is required to report about the controlling individuals and beneficial owners? The individual's legal name; Individual's date of birth; Individual's residential address; and A unique identifying number from an acceptable identification document (such as an unexpired driver's license, passport, identification document issued by a State or local government or Indian tribe.) and the name of the issuing state or jurisdiction. Who is considered to have substantial control of the entity? Examples of an individual that exercises substantial control over the entity are: An individual is a senior officer (President, CEO, CFO, COO, Manager, or other office who performs a similar function); An individual has the authority to appoint or remove certain officers or a majority of directors of the reporting company; An individual is an important decision-maker for the company; or An individual has any other form of substantial control over the company. Who is considered a beneficial owner? A beneficial owner is an individual that owns or controls at least 25% of the entity’s ownership interests. This includes individuals that indirectly own or control 25% of the ownership interest. For example, if Joe is a 50% owner of Parent LLC, which in turn owns 50% of Subsidiary Corp, then Joe beneficially owns 25% of Subsidiary Corp (50% of 50% = 25%). What type of entities will be required to file a report with FinCEN? All domestically formed entities and foreign registered entities in the USA are required to file a report. Types of entities include corporations, limited liability companies, limited partnerships, general partnerships, and any other entity registered with a state Secretary of State or Division of Corporations or other similar office. There are some types of companies that are exempt from the reporting rule, and in general they are companies that already have to report beneficial ownership to another federal agency. The 23 exemptions listed by FinCEN are: Securities reporting issuer, Governmental authority, Bank, Credit union, Depository institution holding company, Money services business, Broker or dealer in securities, Securities exchange or clearing agency, Securities exchange or clearing agency, Other Exchange Act registered entity, Investment company or investment adviser, Venture capital fund adviser, Insurance company, State-licensed insurance producer, Commodity Exchange Act registered entity, Accounting firm, Public utility, Financial market utility, Pooled investment vehicle, Tax-exempt entity, Entity assisting a tax-exempt entity, Large operating company, Subsidiary of certain exempt entities, and Inactive entity. Now what do I do to comply with the BOI Rule? While you are not able to submit the beneficial ownership information report until January 1, 2024, you should use this time to gather information about your company, owners, and other entities now, so you can timely file your report. We added a small BOI Rule cheat sheet for you to keep and reference. Also, you can read FinCEN’s FAQ page about the BOI Rule https://www.fincen.gov/boi-faqs . Can you help me with my company’s report? Yes! We are happy to help prepare and file your company’s BOI Rule report with FinCEN. We can begin to gather and prepare the information for your filing right away and be ready once the BOI Rule takes effect January 1, 2024. To get started, please reach out to us. We also know that some situations can be complicated, so please feel free to ask us any questions regarding compliance with the beneficial ownership interest reporting requirements for your company.
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