Incorporating your business in the State of Utah is not a complicated matter. In actuality, it’s quite straightforward, and SunDoc Filings can help. We specialize in Utah business incorporations. When you need help with all or some of your filing paperwork, we’re here to assist. 

You don’t have to have a lawyer when it comes to filing your corporation formation paperwork. However, remember that this article should not be used as accounting, tax, or legal advice. A professional consult may be smart for some of the matters related to incorporation, so always go to the professionals if you require specific advice. 

Overview

You must file Articles of Incorporation with the Utah Secretary of State in order to create your corporation. 

You will also need to know which type of corporation you’d like to form, and you’ll have to have an available company name. Other things to know include: Your new corporate address, who your registered agent is, how many shares you're authorizing the corporation to issue, and possibly the number of shareholders (this depends on type of corporation you choose). 

An EIN or Federal Tax ID Number also necessary to have. This can be obtained from the IRS or Internal Revenue Service. At your first Board of Directors meeting, you’ll have to adopt bylaws. These don’t need to be filed with the State of Utah, but you’ll want to keep them for your company records. You’ll also appoint officers at this meeting; however, these names do not have to be in the Articles of Incorporation. 

Incorporating

The most common type of corporation is the General Stock Corporation, with an unlimited potential number of shareholders. You may choose to be a Close Corporation, setting a limit in the articles on the number of shareholders (not to exceed 35). A Professional Corporation is mandated by Utah for certain professionals.

The forms supplied by Utah for download meet the minimum requirements of the Utah Corporations Code, but you can create your own to meet your specific needs. Your attorney may well draw up a document from scratch.

To illustrate: the default articles of incorporation limit the corporation to one class of shares. This can be changed in a custom document. Similarly, initial directors can be named in the articles if desired, provided that all directors are included and sign the document.

Every corporation must have three officers: President, Treasurer and Secretary. One person can fill all these roles if desired. Generally a Utah corporation must have a minimum of three directors, except for certain cases where no shares have been issued or the shareholders are less than three. Typically the bylaws will describe the number and limit of directors, unless the articles stipulate this.

Do you need to change your Articles of Incorporation or your corporate bylaws? There are ways to do this. In order to change your Articles of Incorporation, you’ll need to file an amendment with the State of Utah. If you would like to change your bylaws, on the other hand, this can be done by calling a formal meeting of your directors and your shareholders and holding a vote. 

Remember that your corporate bylaws will dictate the times and methods of your formal meetings and outline things like the powers of directors. Everything must be in accordance with Utah law. At all of your formal meetings, remember to keep minutes. 

All corporations should have their own Corporate Records Book, which stores company documents like meeting minutes, your corporate bylaws, and stock papers. SunDoc can supply you with this book when you purchase one of our Corporate Kits. Our Corporate Kits include a useful compilation of all the things you’ll need to run your new corporation. Each kit is customized to your state of incorporate and will include items such as a corporate seal embosser, stock certificates, and meeting minutes. Visit our Utah Corporate Kit page for additional information.

Registered Agent

All Utah corporations need to have a registered agent. Generally speaking, this is someone who will be available at a specific address during regular business hours. If the state needs to communicate with someone representing your company, the registered agent will be available. The registered agent can be a company or an individual. SunDoc Filings offers this service. Check out our article, What is a Registered Agent? Why Do I Need One? for more information. 

Name Search

You will need to locate a business name that is obviously available for your new corporation when you submit your filings to the State of Utah. Records with the Secretary of State will be used to ensure that your chosen name is available. Keep in mind that any filing that submits a used name will be rejected. Also remember that your chosen name cannot resemble another company’s name so closely that it creates deception or confusion. Finally, you cannot mislead the public with your chosen name. Other statutory requirements are in place too. 

Spend some time and effort when choosing your name. It is smart for optimal branding, and it is necessary to comply with the law. You can conduct searches for available names, or have SunDoc check name availability or reserve your corporation name for you.

EIN

You can apply for your EIN by submitting Form SS4 to the IRS, at no charge. SunDoc can apply for this on your behalf also. See our EIN page.

Next Steps

If you plan to structure your company as an S Corporation, you may want to read our article on C Corporation vs. S Corporation. The article provides general information between the two corporate tax structures.

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