Utah Articles of Incorporation
Utah articles of incorporation form a corporation by filing with the Division of Corporations for $59, setting the name, purpose, agent, and shares (Utah Code 16-10a-202). Attorney review available.
Find out where you stand in Utah
Where are you in forming your corporation?
DocDraft provides document preparation, not legal advice.
Introduction
Utah does not file corporate formations with a secretary of state; instead you file articles of incorporation with the Division of Corporations and Commercial Code within the Department of Commerce, and that filing creates the corporation as a separate legal entity. Filing brings the corporation into existence so it can own property, sign contracts, and give its owners limited liability for the corporation's debts. Utah law requires the articles to set forth the corporation's purpose, a corporate name that meets state requirements, the number of shares the corporation is authorized to issue, information about each class of shares, and the corporation's initial registered office and registered agent (Utah Code 16-10a-202). The filing fee paid to the Division is $59. After the corporation is formed, Utah charges a $100 minimum corporate franchise and income tax at a rate of 4.45% of Utah taxable income, collected by the Utah State Tax Commission (Utah Code 59-7-104). The corporation must also file an annual renewal, also called an annual report, with the Division of Corporations each year, with an $18 fee, tied to the anniversary of formation. DocDraft builds your Utah articles of incorporation from your facts, with attorney review available before you file.
Key Things to Know
- 1
In Utah, articles of incorporation are the founding document filed with the Utah Division of Corporations and Commercial Code to create a corporation as a separate legal entity.
- 2
You file the articles with the Utah Division of Corporations and Commercial Code, part of the Department of Commerce, and pay a $59 filing fee. The Division is the filing office for forming a Utah corporation.
- 3
Utah requires the articles to set forth the corporation's purpose, a corporate name that satisfies Utah Code 16-10a-401, the number of shares the corporation is authorized to issue, share-class information, and the initial registered office and registered agent (Utah Code 16-10a-202).
- 4
The articles must name an initial registered agent and give the street address of the registered office in Utah. The corporation must continuously maintain a registered agent in the state to receive legal papers.
- 5
After formation, a Utah corporation pays a corporate franchise and income tax at 4.45% of Utah taxable income, with a minimum tax of $100, collected by the Utah State Tax Commission (Utah Code 59-7-104). The $100 minimum applies even in a year with little or no income.
- 6
Every Utah corporation must file an annual renewal, also called an annual report, with the Division of Corporations each year, with an $18 fee, tied to the anniversary month of formation. It updates the state on the corporation's registered agent and address.
- 7
Articles of incorporation form a corporation. To form a Utah limited liability company you file a certificate of organization instead, and corporate bylaws are a separate internal document the corporation keeps rather than files.
Key decisions before you file
Before you file a Articles of Incorporation in Utah, a few decisions shape the document: which option to choose and what each one means. The Articles of Incorporation guide walks through them.
Open the Articles of Incorporation guideCustomize your Articles of Incorporation Template with DocDraft
Utah Requirements for Articles of Incorporation
File Articles With the Division of Corporations
A Utah corporation is formed by filing Articles of Incorporation with the Utah Division of Corporations and Commercial Code, part of the Department of Commerce. The filing fee for a business corporation is $59. The corporation legally exists once the Division files the articles.
Corporate Name With a Designator
The corporation name in the articles must include a word such as Corporation, Incorporated, Company, or Limited, or an abbreviation, and must satisfy the name requirements of Utah Code 16-10a-401.
Statement of Purpose
The articles must set forth the purpose for which the corporation is organized, which may be any lawful act or activity for which a corporation may be organized under the Utah Revised Business Corporation Act (Utah Code 16-10a-202).
Registered Office and Registered Agent
The articles must give the street address of the initial registered office in Utah and the name of the initial registered agent at that office. The corporation must continuously maintain a registered agent and registered office in Utah.
Authorized Shares
The articles must state the number of shares the corporation is authorized to issue. If more than one class or series is authorized, the articles must give the information required for each class under Utah Code 16-10a-202.
Annual Renewal (Annual Report)
Every Utah corporation must file an annual renewal, also called an annual report, with the Division of Corporations each year, with an $18 fee, tied to the anniversary month of formation. It updates the state on the registered agent and address.
Corporate Franchise and Income Tax
A Utah corporation pays a corporate franchise and income tax at 4.45% of Utah taxable income, with a minimum tax of $100, collected by the Utah State Tax Commission (Utah Code 59-7-104). The $100 minimum applies even in a low-income or no-income year.
Corporation Versus LLC
Articles of incorporation form a corporation. To form a Utah limited liability company you file a certificate of organization instead. Corporate bylaws are a separate internal document the corporation keeps rather than files with the state.