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Utah Incorporation

Form a Utah Corporation

Incorporate Utah Online: Form a Utah (UT) corporation. Incorporate in Utah online with the Utah incorporation experts at LawInc.com Forming a Utah corporation has never been simpler. We will help you form a Utah corporation, the right way. To simply incorporate in Utah, click on “Order Now.” Please feel free to call us, anytime, with any questions. Incorporate Utah today.

Incorporating in Utah

Incorporating a Utah corporation can be vital to businesses based of Utah. At LawInc, we prepare your Utah corporation Articles of Incorporation, bylaws, stock certificates, stock ledger and more. We can even obtain your Utah corporation Tax ID number and file your Utah S corporation election with the IRS.

Utah Incorporation Information

The following Utah incorporation information will likely be helpful when deciding to incorporate in Utah.

Utah Corporation Name

The first step in forming a Utah corporation is selecting the business name. Utah corporation names:
  • Must contain “Corporation”, “Incorporated”, “Company”, “Limited”, “Corp.”, “Inc.”, “Co.” or “Ltd.”.
  • Must be distinguishable upon the records of the Utah Secretary of State from any other formally organized entity registered with the Utah Secretary of State’s office, such as corporations, limited liability companies, limited partnerships, and limited liability partnerships.
  • May not imply that it will conduct business as a bank, trust company, insurance company or public service company unless it proposes in fact to engage in such special kind of business.
An available Utah corporation name may be reserved with the Utah Secretary of State for a 120 day period. LawInc.com permits you to choose up to three names and will conduct a name search for your Utah corporation, prior to filing.

Utah Corporation Formation

Utah Filing Procedure: To incorporate in Utah, you must file Utah Articles of Incorporation with the Utah Secretary of State. Utah Corporation Articles of Incorporation: The Utah Articles of incorporation should include:
  • Name of the Utah corporation.
  • Purpose of the Utah corporation.
  • Number and class of shares the Utah corporation will have the authority to issue.
  • Name and physical address of the Utah corporation’s registered agent.
  • Name and address of each Utah corporation incorporator.
  • Principle office address of the Utah corporation.
  • Name and addresses of the initial officers and directors of the Utah corporation.
Utah Corporation Filing Fee: The Utah corporation filing fee is $52. Utah Corporation Authorized Shares: There is no minimum or maximum number of authorized shares since state incorporation fees are not based on the share structure. Utah Corporation Incorporator: Minimum number of incorporators is one (1) (a natural person must be at least 18 years old) and there is no requirement that the incorporator be a resident of Utah. Utah Corporation Limitation of Liability: The articles of incorporation may contain, within the limitations prescribed by the Utah Revised Business Corporation Act, a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for the breach of fiduciary duty as a director. Utah Corporation Directors: The board of directors must consist of three (3) or more individuals except that if there are less than three (3) shareholders, the number of directors may be as few as the number of shareholders. Utah Corporation Purpose: It is acceptable to state either alone or with a specific purpose clause, “The purposes for which the corporation is organized shall be to transact any and all lawful business for which corporations may be incorporated pursuant to the provisions of the Utah Revised Business Corporation Act.” Utah Corporation Authorized Shares: There is no minimum or maximum number of authorized shares since state incorporation fees are not based on the share structure. Utah Corporation 1244 Stock: Election to have stock classified as IRC Section 1244 stock allows for a substantially larger application of the deduction from business losses to ordinary income than regular stock. With regular stock, you can only offset $3,000 against ordinary income. With the issuance of Section 1244 Stock, the corporation can claim an ordinary loss deduction of as much $100,000. Utah Registered Agent: When incorporating in Utah, a Utah corporation must maintain a registered agent and office to receive service of process in Utah. The Utah registered agent should be available, at a Utah physical address, during normal business hours to accept important legal and tax documents on behalf of the Utah corporation. The registered agent can either be (1) an individual with a physical Utah address or (2) a corporation authorized to serve as registered agent.

Utah Corporation Post-Filing Requirements

Utah Corporation Annual Report: Utah corporations must file an annual report which is due on the incorporation anniversary date. The fee is $15. The late fee is $10. To file the Utah corporation annual report, visit: http://corporations.utah.gov/onlinechangeforms.html. Utah Corporate Minutes: Utah corporations should hold and document annual shareholder and director meetings.

Utah Corporation Taxes

Utah Corporation Taxes: For information on Utah income tax ,visit: http://tax.utah.gov/. Utah C Corporation: When incorporating in Utah, all Utah corporations formed by default are “C” corporations. A Utah C corporation is a Utah corporation that has not made an election to be an “S” corporation. The term C corporation is specifically used because the entity is taxed under subsection C of the IRS code. Utah C corporations are taxed at two levels (“double taxation”). This means that the corporation itself pays its own tax when it makes money (the first tax). The owners or shareholders are then taxed again when they are paid a salary or dividend by the corporation (the second tax). Despite double taxation, Utah C corporations offer many planning and benefit opportunities. Utah S Corporation: A Utah S corporation is a corporation that has made an election with the IRS to be treated for tax purposes as a “pass-through entity.” This means that corporate profits and losses are passed through to the shareholders (owners) who report them on their own personal tax returns and pay the tax at the individual level. The corporation pays no federal income tax at the corporate level. Utah S corporations are not subject to the double taxation C corporations encounter. The State of Utah recognizes federal S corporation status. These are the 3 main advantages of forming a Utah S corporation:
  1. No double taxation: One of the main advantages of Utah S corporation status is that it avoids the double taxation that occurs with a regular Utah C corporation. In a Utah C corporation, the corporation pays income tax on its profits and, if those profits are distributed to shareholders, the shareholders pay income tax on the distribution.
  2. Loss deductions: The availability of losses. Shareholders of a Utah S corporation generally may deduct their share of the corporation’s net operating loss on their individual tax returns in the year the loss occurs. Losses of a Utah C corporation, however, may offset only the corporation’s earnings.
  3. Self-employment tax savings: By electing S corporation status, only the earnings actually paid out to you as salary are subject to payroll taxes; money left in the business is not subject to payroll taxes or self-employment tax. All income passes through, but its tax status depends on whether it is classified as salary or ordinary income.
Federal Tax Identification Number/Employer Identification Number (EIN): The Federal Tax Identification Number, also known as the Employer Identification Number (EIN) is a number that is assigned to a business by the Internal Revenue Service. An EIN is like a Social Security Number for a business. It is a requisite for certain business functions such as opening bank accounts or hiring employees. When incorporating in Utah, Utah corporations should obtain an EIN. The federal taxpayer identification number of the corporation should be included in the Articles of Incorporation. However, the failure to include the number will not cause the Secretary of State to reject the Articles of Incorporation for filing.

Utah Corporation Dissolution

Utah Corporation State Dissolution Requirements: A Utah corporation can be voluntarily dissolved by filing Articles of Dissolution with the Utah Secretary of State. There is no fee to dissolve a Utah corporation. Utah Corporation Federal/IRS Dissolution Requirements: Corporations are required to file IRS Form 966, Corporate Dissolution or Liquidation. A final tax return should be filed with the IRS. Form 966 should be filed along with the final tax return. Final state tax returns may also need to be filed. Follow up with an accountant regarding all tax related requirements.