Incorporation in Utah

by Terry Masters

Incorporating a new business in Utah is a big step. Fortunately, the state wants to make the process as easy and convenient for you as possible. Business incorporation in Utah is handled by the Division of Corporations and Commercial Code. The division is authorized by the Utah Revised Business Corporation Act to accept corporate filings and maintain a public registry of corporate information. All the information needed to file articles of incorporation is available on its website.

Business Name

A corporation's business name must comply with two elements of Utah law. The name must be unique and distinguishable from other businesses operating in the state. The name must also include a suffix or designation that clearly identifies the business as a corporation, such as using the words corporation or incorporated as part of the name or using the abbreviations Inc. or Corp. Both requirements serve the purpose of notifying the public that a specific corporation, not its shareholders, is the party to be held liable in the case of a dispute.

Registered Agent

Utah law requires corporations to designate an individual or entity with a physical location within the state as an agent to accept court papers and official government documents. The articles of incorporation must specify the initial registered agent and registered office. The corporation must continually maintain an agent within the state, even if it operates primarily in other states. Any time the corporation changes its registered agent, it must notify the Utah Division of Corporations.

Statement of Purpose

To incorporate, a business must include a statement of purpose in its articles of incorporation to satisfy Utah law. The statement can specifically indicate what the corporation is allowed to do, or it can adopt a broad statement of purpose that authorizes the corporation to engage in any lawful activity. If the corporation uses a specific statement of purpose, the directors and shareholders must amend the articles of incorporation before conducting any activity that falls outside of the stated purpose.

Authorized Shares

Utah law requires incorporating businesses to specify an initial number of authorized shares in the articles of incorporation. The corporation has the option of also indicating different classes of shares, along with any preferences, limitations or relative rights of each class.

Incorporators

At least one person must act as an incorporator to incorporate a business in Utah. The incorporator prepares the articles of incorporation, signs the document and files it with the state. The incorporator does not have to be a prospective shareholder, director or employee of the corporation. He can be an unrelated third party tasked with preparing and filing the corporation's startup paperwork, such as an attorney or a legal document preparation service.

Filing

Utah law requires new corporations to file articles of incorporation with the Division of Corporations. The agency sets a filing fee that must be paid at the time of filing and also sets other requirements, such as the procedure for submitting the document and the requirement to submit the document in duplicate. A new corporation must comply with the minimum requirements of the corporation statute and every agency filing requirement before the office will accept the articles for filing. It is only upon acceptance of the articles for filing by the state that the corporation comes into existence.