Form an LLC in Utah

Forming an LLC in Utah

Utah does not treat a filed certificate of organization as the whole story. Under the Utah Revised Uniform Limited Liability Company Act, Title 48, Chapter 3a, a company is formed when its certificate becomes effective "and at least one person becomes a member" (§ 48-3a-201(4)). A certificate that takes effect with nobody behind it has not yet produced an LLC.

The Utah Division of Corporations and Commercial Code no longer publishes a Certificate of Organization PDF either. Its domestic LLC page tells filers that a form missing from the short remaining list "is now built into the online system," so the document is assembled inside the Utah Business Registration System behind a UtahID sign in.

Two habits then shape the year after formation: the annual report falls in the anniversary month, and the Division mails every notice about it to the registered agent.

Every section of Chapter 3a read on 2026-09-21 also carries a label reading "Repealed 10/1/2026" or "Renumbered 10/1/2026," annotated to Chapter 93 of the 2026 General Session. The section numbers below are those of the published current code.

Filing the certificate of organization

Section 48-3a-201(1) reads: "One or more persons may act as organizers to form a limited liability company by delivering to the division for filing a certificate of organization." The division is the Utah Division of Corporations and Commercial Code, part of the Department of Commerce.

The fee is $59 on the Division's Fiscal Year 2026 fee schedule, effective July 1, 2025, and all processing fees are nonrefundable. Filings go through the Utah Business Registration System at businessregistration.utah.gov, where filers log in with UtahID and select Formations from the left side menu. A paper document is uploaded through that same system under Submit a Paper Filing.

What the certificate must contain

Section 48-3a-201(2) requires six things: the name meeting § 48-3a-108; the street and mailing address of the principal office; the registered agent information required by § 16-17-203(1); and, where they apply, a low profit company statement, the professional services information required by § 48-3a-1103, and notice of a series limitation on liability. The principal office need not sit in the state, since § 48-3a-102(19) defines it as the principal executive office "whether or not the office is located in this state." Members and managers stay optional here, though the Division notes that the annual report will need at least one governing person.

At least one person acting as an organizer signs the initial certificate; an agent may sign instead, and that signature affirms as a fact that the signer is authorized (§ 48-3a-203). A delayed effective date may be no more than 90 days after the date of filing, and a date given without a time takes effect at 12:01 a.m. (§ 48-3a-206).

What the Division publishes about timing

The Division states: "While most filings are processed immediately, please allow 5 to 7 business days for those requiring manual review, including filings submitted using Submit a Paper Filing, filings with attachments, those needing Utah State Tax Commission reviews, or name conflict evaluations." Those 5 to 7 days attach to manual review, not to a delivery method. The fee schedule adds an expedited processing fee of $75 per filing, and the Division pairs that fee with a turnaround only for copy and certificate orders, at "a 1-2 business day process time."

Naming a Utah LLC

Section 48-3a-108(1) requires "limited liability company" or "limited company" in the name, or the abbreviation L.L.C., LLC, L.C. or LC. Section 48-3a-108(8)(a) bars "association," "corporation," "incorporated," "partnership," "limited partnership," "L.P.," and any word of like import, and § 48-3a-108(6) blocks a name implying the company is a state agency when it is not.

Utah adds three more restrictions:

• A company formed or renamed on or after May 4, 2022 may not have the number sequence "911" in its name (§ 48-3a-108(8)(d)).
• "Olympic," "Olympiad" and "Citius Altius Fortius" need the written consent of the United States Olympic Committee (§ 48-3a-108(8)(c)).
• Bank, Banking, Bancorp, Thrift, Credit Union, Trust, Trustee, escrow and their derivatives need written approval from the Commissioner of the Department of Financial Institutions before the application reaches the Division.

A name must further be distinguishable on the Division's records from a registered entity's actual, reserved, fictitious or assumed name and from marks registered with the Division, which it is "if the name contains one or more different words, letters, or numerals from other names upon the division's records" (§ 48-3a-108(2) and (4)). Section 48-3a-108(5) discounts entity type words, small connective words, punctuation, capitalization, and singular against plural for a company formed or registered in Utah on or after May 4, 1998.

A dissolved entity also keeps its name for five years after the effective date of dissolution, while it can still apply for reinstatement (§ 48-3a-709(3)). A reservation costs $22 and holds a name for 120 days (§ 48-3a-109(1)), but the Division's guidance is "Do not file a Name Reservation prior to or in conjunction with the business entity filing."

Registered agent

Section 48-3a-111(1) requires every LLC and every registered foreign LLC to maintain a registered agent in Utah continuously. A company using a commercial registered agent listed with the Division states only that agent's name; otherwise it gives the noncommercial agent's name and address, or an office title with the entity and that person's business office address (§ 16-17-203(1)). A commercial listing costs $52. The address must be "an actual street address or rural route box number in this state" plus "a mailing address in this state, if different" (§ 16-17-202).

No consent form is filed: the appointment itself "is an affirmation by the represented entity that the agent has consented to serve as such" (§ 16-17-203(2)). The Division "also sends all correspondence to the Registered Agent."

A change is a statement of change under § 16-17-206 at $17, though the annual report does the same work, since differing agent information in it "is considered a statement of change under Section 16-17-206" (§ 48-3a-212(5)). Sixty consecutive days with no agent in Utah lets the Division begin administrative dissolution (§ 48-3a-708(1)(c)). More sits in the guide to Utah registered agent service.

The annual report

Utah's recurring filing is the annual report, which the Division also calls the renewal. It gives the company name, the registered agent information required by § 16-17-203(1), the principal office addresses, and the name of at least one governing person (§ 48-3a-212(1)).

The deadline is the anniversary month: "the month in which is the anniversary date on which the limited liability company's certificate of formation became effective," in each year after the calendar year the certificate took effect (§ 48-3a-212(3)(a)). The fee is $18, a figure that includes a $5 surcharge for the state's single sign on portal, and a late renewal adds $10. The Division's renewal page says "Our processing times are currently 7-10 business days."

Missing the renewal

Three postcards follow, all naming the registered agent: a renewal notice one year from the anniversary date, a delinquency postcard where the business does not renew in time, and an expiration postcard that also goes to the principal business address and one of the business's principals.

Section 48-3a-708(1) then gives the Division three grounds: a fee, tax, interest or penalty unpaid 60 days after it is due, an annual report undelivered 60 days after it is due, and no registered agent for 60 consecutive days. It serves notice and dissolves only where the company fails to cure or disprove each ground within 60 days after service, and a dissolved company may then act only to wind up or to apply for reinstatement (§ 48-3a-708(4)).

A voluntary dissolution or termination carries no Division fee at all, while reinstatement costs $54, plus $18 for each year the renewal was missed, plus a $10 delinquency fee. Reinstatement stays open "at any time after the effective date of dissolution" where the name is available, and it relates back to that date (§ 48-3a-709). Foreign entities and DBAs cannot reinstate. See the guide to dissolving a Utah LLC.

Utah taxes

An LLC treated as a partnership carries no Utah income tax of its own: "A partnership is not subject to Utah income tax. However, partners conducting business are liable for Utah income tax in their separate or individual capacities." That definition of partnership takes in limited liability companies. The return is form TC-65, due "on or before the 15th day of the fourth month following the close of the tax year or the due date of the federal return, whichever is later," with an automatic five month extension to file, but not to pay.

An LLC whose members are all Utah resident individuals need not file the TC-65 at all, so long as it is not a pass through entity taxpayer and it keeps records of each member's share of income, losses, credits and other distributive items for the Tax Commission on request. Any business, trust, estate or nonresident individual member puts the return back on the calendar.

Withholding can arrive before the return does. "Utah imposes a 4.5 percent withholding tax on all Utah business and nonbusiness income derived from or connected with Utah sources and attributable to pass-through entity taxpayers." The company figures it on Schedule N and pays it "by the original due date of the return, without regard to extensions."

The individual income tax rate is 4.45% of state taxable income for taxable years beginning on or after January 1, 2026 (§ 59-10-104(2)(b)), at one rate across all income levels, and the Tax Commission's rate table gives 4.5% for tax year 2025.

Collecting sales tax calls for a license first: § 59-12-106(2)(a) makes it "unlawful for any person required to collect a tax under this chapter to engage in business within the state without first having obtained a license to do so." The license carries no fee. Applications go through Taxpayer Access Point at tap.utah.gov as form TC-69, where sales and use tax returns are also filed. The guide to Utah LLC taxes goes further.

Licensing beyond the Division

Section 10-1-203(2) lets a municipality's legislative body license any business within its limits for the purpose of regulation, regulate it by ordinance, and impose fees to recover the cost of that regulation. Professional licenses are issued, renewed and verified by the Utah Division of Professional Licensing, also part of the Department of Commerce.

Operating agreement and EIN

Utah's definition of an operating agreement is wide: it is the agreement of all the members "whether oral, implied, in a record, or in any combination thereof," including a sole member, and it is not filed with the Division (§ 48-3a-102(16)). It governs relations among the members, a manager's rights and duties, the company's activities and affairs, and the means of amending it, and where it is silent "this chapter governs the matter" (§ 48-3a-112). The operating agreement guide covers what usually goes in one.

An EIN comes from the IRS rather than from any Utah agency, and the TC-65 instructions treat that federal number as the Utah identification number. The EIN guide sets out the application steps.

Frequently asked questions

How much does it cost to form an LLC in Utah?

The certificate of organization costs $59, and the Utah Division of Corporations and Commercial Code states that all processing fees are nonrefundable. The annual report that follows costs $18, with a $10 late renewal fee.

Does Utah publish a Certificate of Organization form?

No. The Division's domestic LLC page states that a form no longer on its list is now built into the online system, so the certificate is completed inside the Utah Business Registration System after signing in with UtahID.

When is a Utah LLC annual report due?

During the anniversary month. Utah Code 48-3a-212(3)(a) sets the deadline as the month containing the anniversary date on which the certificate became effective, in every year after the calendar year it took effect.

Does a Utah registered agent need an address in Utah?

Yes. Utah Code 16-17-202 requires an actual street address or rural route box number in Utah, plus a Utah mailing address if it is different. Having no registered agent for 60 consecutive days is a ground for administrative dissolution.

How long does the Utah Division of Corporations take to process a filing?

The Division states that most filings are processed immediately and asks filers to allow 5 to 7 business days for those requiring manual review, including paper filings, filings with attachments, filings needing Utah State Tax Commission review, and name conflict evaluations.

Can a Utah LLC come back after administrative dissolution?

Yes. Utah Code 48-3a-709(1) allows an application at any time after the effective date of dissolution if the name is available. Reinstatement costs $54, plus $18 for each year the renewal was missed, plus a $10 delinquency fee.