How to Form an LLC in Utah (2026)
Reviewed by DocDraft Legal Team · Utah · Last updated 2026-08-06
A limited liability company (LLC) is a business structure that legally separates the company from the people who own it, so the owners are generally not personally responsible for the company's debts. Forming one in Utah means filing a formation document with a state agency and paying its fee to bring the company into legal existence. In Utah you create an LLC by filing the Certificate of Organization with the Division of Corporations and Commercial Code and paying a $59 filing fee. Two features make Utah simpler and cheaper than many states. First, Utah charges no franchise tax or minimum annual tax on an LLC, so there is no recurring state-level tax just for existing. Second, Utah keeps the company in good standing with a low-cost annual renewal, an $18 annual report due each year in the LLC's anniversary month. Utah LLCs are governed by the Utah Revised Uniform Limited Liability Company Act in Title 48, Chapter 3a of the Utah Code. This guide explains what an LLC is, the exact Utah steps and fees, and the deadlines that keep the company in good standing.
Find out where you stand in Utah
Where are you in forming your LLC?
DocDraft provides document preparation, not legal advice.
How do you form an LLC in Utah?
File the Certificate of Organization with the Utah Division of Corporations and Commercial Code and pay the $59 filing fee. You must list a registered agent with a Utah street address who can accept legal documents. The company legally exists once the Division files the certificate, and you keep it active with a yearly renewal.
How much does it cost to form an LLC in Utah?
The core cost is the $59 fee to file the Certificate of Organization, paid once. After that, Utah requires an $18 annual report to keep the LLC active. Utah charges no franchise tax or minimum annual tax on an LLC. An optional name reservation with the Division costs $22 if you want to hold a name before filing.
Does Utah charge an LLC franchise tax?
No. Utah does not impose a franchise tax or minimum annual tax on an LLC simply for existing. The recurring state obligation is the $18 annual report filed with the Division of Corporations and Commercial Code. An LLC still reports its income for federal and Utah income tax, but there is no separate flat state tax on the entity itself.
Does Utah require newspaper publication to form an LLC?
No. Utah does not require an LLC to publish notice of its formation in a newspaper. This is unlike New York, Arizona, and Nebraska, where publication is a condition of forming or operating. In Utah the Certificate of Organization filing and the yearly annual report are handled entirely through the Division of Corporations, with no separate publication step.
Utah LLC formation at a glance
You form a Utah LLC by filing the Certificate of Organization with the Division of Corporations and Commercial Code for a $59 filing fee, submitted online through the Division's OneStop business portal. What sets Utah apart is how little the state charges to keep the company running. Utah imposes no franchise tax and no minimum annual tax on an LLC, so there is no flat state levy just for existing. The only recurring state requirement is an annual report, sometimes called the annual renewal, filed with the Division for an $18 fee and due each year in the anniversary month of formation. Every LLC must name and maintain a registered agent with a physical Utah street address to accept lawsuits and official notices. Utah does not require newspaper publication. If you want to hold a business name before filing, the Division reserves an available name for a $22 fee. The governing statute is the Utah Revised Uniform Limited Liability Company Act, Utah Code Title 48, Chapter 3a, with the Certificate of Organization requirement at section 48-3a-201.
Forming a two-owner Utah LLC, step by step
Suppose two friends in Salt Lake City want to open a small design studio as an LLC. First they search the Division of Corporations and Commercial Code's business name database to confirm their name is available and includes a designator such as LLC, and they can reserve the name with the Division for a $22 fee while they prepare paperwork. Next they appoint a registered agent: one owner lives in Utah and agrees to serve, using a Utah street address, not a P.O. box, where legal papers can be delivered during business hours. They then file the Certificate of Organization through the Division's OneStop portal and pay the $59 filing fee. The LLC legally exists once the Division files it. Because they have two members, they also write an operating agreement setting each owner's percentage and how profits split, even though Utah does not require them to file it. They apply to the IRS for a free EIN so the partnership can file taxes and open a bank account. Finally they calendar the $18 annual report, due each year in the anniversary month of formation, to keep the LLC in good standing. Utah charges no franchise tax, so beyond the annual report there is no separate flat state tax to plan for, only the income tax the owners pay on their share of the profits.
Relevant Laws
Utah Revised Uniform Limited Liability Company Act (Utah Code Title 48, Chapter 3a)
The Utah Revised Uniform LLC Act governs the formation, management, and dissolution of every Utah LLC. It sets who may form an LLC, the required contents of the Certificate of Organization, the registered agent requirement, and the default rules for member-managed and manager-managed companies. Utah adopted this version of the uniform act to replace its earlier LLC statute.
Utah Code § 48-3a-201 (Certificate of Organization)
Requires a Utah LLC to be formed by delivering a Certificate of Organization to the Division of Corporations and Commercial Code for filing. The certificate states the LLC's name, the street and mailing address of its principal office, and the name and address of its registered agent. The filing fee is $59.
Utah Code § 48-3a-114 (Registered agent)
Requires every Utah LLC to designate and continuously maintain a registered agent in Utah. The agent, an individual residing in Utah or a business entity authorized to act as an agent, receives service of process and official notices for the company. The agent's Utah street address goes on the Certificate of Organization and must be kept current.
Utah Code § 48-3a-209 (Annual report)
Requires a Utah LLC to file an annual report with the Division of Corporations and Commercial Code each year to confirm and update its principal office address, registered agent, and management. The report, sometimes called the annual renewal, is due in the LLC's anniversary month, and the filing fee is $18. Failing to file can lead the Division to administratively dissolve the LLC.
Utah Code § 48-3a-112 (Operating agreement)
Recognizes that the members of a Utah LLC may enter an operating agreement to govern relations among the members and between the members and the LLC, the company's activities, and the means for amending the agreement. The operating agreement is not filed with the state, but it overrides many of the act's default rules, so a multi-owner LLC benefits from putting one in writing.
IRS federal tax classification (default pass-through)
The IRS does not tax the LLC as a separate category. By default a single-member Utah LLC is disregarded and taxed like a sole proprietorship, and a multi-member LLC is taxed as a partnership, with income passing through to the owners. An LLC may instead elect S corporation or C corporation treatment. This federal classification is separate from any Utah state income tax the owners owe on the pass-through income.
Regional Variances
How forming an LLC in Utah differs from other states
No franchise tax or minimum annual tax
This is the headline difference. Utah imposes no franchise tax and no flat minimum annual tax on an LLC, so the company owes nothing to the state just for existing. Compare that with California's $800 minimum annual franchise tax or Delaware's $400 annual LLC tax. In Utah the only recurring state charge is the $18 annual report, which keeps the total cost of running the company low.
Low $59 formation fee
Utah's $59 fee to file the Certificate of Organization sits at the lower end of the national range, well below states like Texas at $300 or Massachusetts at $500. The low entry cost, paired with no franchise tax, makes Utah one of the cheaper states to both start and maintain an LLC.
Certificate of Organization, not Articles of Organization
Utah calls its formation document the Certificate of Organization, filed with the Division of Corporations and Commercial Code. Many states call the same document the Articles of Organization, and some route the filing through a Secretary of State rather than a standalone Division of Corporations.
Annual report every year, not biennial
Utah requires an $18 annual report each year in the LLC's anniversary month. Some states, such as New York and Indiana, require a report only every two years. The annual cadence means the easiest way to fall out of good standing is missing a yearly deadline, so calendar it when you form.
No newspaper publication requirement
Utah does not require you to publish notice of formation in a newspaper. New York, Arizona, and Nebraska do, which adds cost and a deadline. A Utah LLC is complete once the Division of Corporations files the Certificate of Organization, with no publication step.
Suggested Compliance Checklist
Confirm your LLC name is available and compliant
Before filing days after startingSearch the Utah Division of Corporations and Commercial Code's business name database to confirm your desired name is not already in use and that it includes a required designator such as LLC or Limited Liability Company. Avoid restricted words that need special approval. You can reserve an available name with the Division for a $22 fee while you prepare your Certificate of Organization.
Appoint a registered agent
Before filing days after startingUtah requires a registered agent with a physical Utah street address who is available during business hours to accept legal documents. Decide whether you, a co-owner who lives in Utah, or a commercial registered agent service will serve. You will name the agent on the Certificate of Organization, so settle this first.
File the Certificate of Organization with the Division of Corporations
To create the LLC days after startingFile the Certificate of Organization with the Utah Division of Corporations and Commercial Code through the OneStop business portal and pay the $59 filing fee. The LLC legally exists only once the Division files it. Keep the filed confirmation as proof of formation.
Adopt an operating agreement
At or soon after formation days after startingPut the ownership percentages, profit split, management structure, and exit rules in writing. Utah's LLC act recognizes the operating agreement and lets it override many default rules, but you do not file it with the state. It governs how the LLC runs. Attorney review of the agreement is available as an option through DocDraft.
Get a federal EIN from the IRS
Before opening a bank account or hiring days after startingApply for an Employer Identification Number free on the IRS website. Multi-member LLCs, LLCs with employees, and LLCs electing corporate tax treatment need one. Single-member LLCs with no employees usually get one anyway to open a business bank account and keep business and personal finances separate.
File the annual report each year
Each year in the anniversary month of formation days after startingFile the annual report, also called the annual renewal, with the Division of Corporations and Commercial Code each year in the LLC's anniversary month. The fee is $18. It confirms the LLC's principal office address, registered agent, and management. Missing it can lead the Division to administratively dissolve the LLC, so calendar the deadline when you form.
Register for Utah state taxes if you have sales or employees
Before making sales or paying wages days after startingUtah charges no franchise tax on an LLC, but if the business sells taxable goods or has employees it must register with the Utah State Tax Commission for sales tax or withholding. The owners also report the LLC's pass-through income on their Utah income tax returns. Confirm which registrations apply to your business before you begin operating.
| Task | Description | Document | Days after starting |
|---|---|---|---|
| Confirm your LLC name is available and compliant | Search the Utah Division of Corporations and Commercial Code's business name database to confirm your desired name is not already in use and that it includes a required designator such as LLC or Limited Liability Company. Avoid restricted words that need special approval. You can reserve an available name with the Division for a $22 fee while you prepare your Certificate of Organization. | - | Before filing |
| Appoint a registered agent | Utah requires a registered agent with a physical Utah street address who is available during business hours to accept legal documents. Decide whether you, a co-owner who lives in Utah, or a commercial registered agent service will serve. You will name the agent on the Certificate of Organization, so settle this first. | - | Before filing |
| File the Certificate of Organization with the Division of Corporations | File the Certificate of Organization with the Utah Division of Corporations and Commercial Code through the OneStop business portal and pay the $59 filing fee. The LLC legally exists only once the Division files it. Keep the filed confirmation as proof of formation. | - | To create the LLC |
| Adopt an operating agreement | Put the ownership percentages, profit split, management structure, and exit rules in writing. Utah's LLC act recognizes the operating agreement and lets it override many default rules, but you do not file it with the state. It governs how the LLC runs. Attorney review of the agreement is available as an option through DocDraft. | llc-operating-agreement | At or soon after formation |
| Get a federal EIN from the IRS | Apply for an Employer Identification Number free on the IRS website. Multi-member LLCs, LLCs with employees, and LLCs electing corporate tax treatment need one. Single-member LLCs with no employees usually get one anyway to open a business bank account and keep business and personal finances separate. | - | Before opening a bank account or hiring |
| File the annual report each year | File the annual report, also called the annual renewal, with the Division of Corporations and Commercial Code each year in the LLC's anniversary month. The fee is $18. It confirms the LLC's principal office address, registered agent, and management. Missing it can lead the Division to administratively dissolve the LLC, so calendar the deadline when you form. | - | Each year in the anniversary month of formation |
| Register for Utah state taxes if you have sales or employees | Utah charges no franchise tax on an LLC, but if the business sells taxable goods or has employees it must register with the Utah State Tax Commission for sales tax or withholding. The owners also report the LLC's pass-through income on their Utah income tax returns. Confirm which registrations apply to your business before you begin operating. | - | Before making sales or paying wages |
Frequently Asked Questions
An LLC, or limited liability company, is a business structure that legally separates the company from its owners, called members. Members are generally not personally responsible for the company's debts or lawsuits, so a creditor usually cannot reach a member's home or savings for a business obligation. In Utah, LLCs are formed under the Utah Revised Uniform Limited Liability Company Act in Title 48, Chapter 3a of the Utah Code, and combine that protection with pass-through taxation and lighter paperwork than a corporation.
It depends on your goals, but the main tradeoff is liability. A sole proprietorship costs nothing to start, yet the owner is personally on the hook for business debts and lawsuits. Forming a Utah LLC costs a one-time $59 Certificate of Organization fee plus an $18 annual report, and in return it shields your personal assets. For a business with any real liability exposure, that separation is usually worth the modest Utah fees.
Utah's LLC statute names the formation document the Certificate of Organization, filed with the Division of Corporations and Commercial Code under Utah Code section 48-3a-201. Many other states call the same document the Articles of Organization and route it through a Secretary of State. In Utah the filing goes to a standalone Division, and the $59 certificate is what brings the LLC into legal existence once the Division files it.
Utah requires an annual report, also called the annual renewal, filed with the Division of Corporations and Commercial Code each year in the LLC's anniversary month of formation. The fee is $18. The report confirms your principal office address, registered agent, and management. Unlike states that require a report only every two years, Utah's is yearly, and missing it can lead the Division to administratively dissolve your LLC, so calendar it when you form.
Yes. If you want to hold a name while you prepare your paperwork, the Utah Division of Corporations and Commercial Code will reserve an available name for a $22 fee. Reservation is optional and separate from the $59 Certificate of Organization filing. Before reserving, search the Division's business name database to confirm the name is available and includes a required designator such as LLC or Limited Liability Company.
Yes, at the federal level. By default the IRS treats a single-member Utah LLC as a disregarded entity taxed like a sole proprietorship, while a multi-member LLC is taxed as a partnership, with income passing through to the owners. Either can instead elect S corporation or C corporation treatment. Utah imposes no franchise tax on the entity, but owners report their share of profits on their Utah income tax returns.
Yes. Utah Code section 48-3a-114 requires every LLC to maintain a registered agent, but you can serve yourself if you are a Utah resident with a physical Utah street address, not a P.O. box, available during business hours to accept legal papers. You may also name a co-owner who lives in Utah or hire a commercial agent service. You list the agent on the Certificate of Organization and must keep the information current.
Other Utah guides
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