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LeapLaw's 50 State Blawg  > Utah
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Charles Baclet and Associates, Inc.
Charles Baclet and Associates, Inc.
2030 Main Street
Suite 1030
Irvine, CA 92614
www.cbaclet.com
Phone: (949) 955-9585
Toll Free: (800) 562-6439
Fax: (949) 955-9590



Cl@S Information Services
[email protected] Information Services
2020 Hurley Way
Suite 350
Sacramento, CA 95825
www.clasinfo.com
Phone: (916) 564-7800
Toll Free: (800) 447-6237
Fax: (916) 564-7900



National Document Filing & Retrieval, Inc.
National Document Filing & Retrieval, Inc.
2601 North 3rd Street
Suite 202
Phoenix, AZ 85004
www.natldoc.com
Phone: (602) 274-5578
Toll Free: (800) 829-5578
Fax: (800) 837-5573



US CorpWorks, Inc.
US CorpWorks, Inc.
1638 Pennsylvania Street
Denver, CO 80203
www.uscorpworks.com
Phone: (303) 393-8800
Toll Free: (888) 967-5799
Fax: (303) 393-8900




Search posts for:

Basics Box: Utah
Secretary of State
Status Search
Forms
  • Fax File:
  • UCC:
    Corporate: Yes
  • E File:
  • UCC: Yes
    Corporate:
  • Expedited Services:
  • UCC:
    Corporate: Yes; 75.00 for a 24-48 turn around time. Routine turnaround is about a week.
  • Name Reservations:
  • Yes (120 days)
  • Preclearance:
  • Yes, $75.00 fee.
    Annual Reports (Utah)
    Apostilles and Authentications (Utah)
    Contact Information (Utah)
    Domestic Corporate Dissolution Summary (Utah)
    Domestic Corporation Summary (Utah)
    Foreign Qualification Summary (Utah)
    LLC - Foreign Registration (Utah)
    LLC Formation Summary (Utah)
    UCC Filings (Utah)
    Utah Contact Info

    Annual Reports (Utah)
    In Utah, annual reports are required for corporations, foreign corporations, limited partnerships, limited liability companies, foreign limited liability companies and limited liability partnerships filed on or before the anniversary of the formation or qualification of the entity.

    Annual reports may be filed online.

    You need renewal numbers and information from a card that the UT SOS sends to the corporation. If you don't receive it, you can call the UT SOS and receive another copy - or sometimes they'll give you the number over the phone. (801) 530-4849


    Annual Reports, Generally

    Annual or biennial filings (a/k/a annual reports or biennial reports) are required by most secretaries of state for domestic and foreign corporations and limited liability companies in order to maintain “good standing” status. This is a state law requirement, independent of any securities law or any requirement of an exchange on which the stock may be listed. These reports may include a simple listing of officers and/or directors and may require detailed financial and stock information. Some states require pre-printed forms while others allow the forms to be drafted by the company pursuant to state laws. Forms and requirements may be found at LeapLaw's Corporate/LLC Connection.


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    Apostilles and Authentications (Utah)
    About Authentication and Apostilles

    Authentication or a certificate of magistracy is an official certificate issued by the state official's office where the notary public is commissioned, confirming the existence of the notary public (or public officer) who has notarized the document. These certifications may be required when a document is being sent to another state or foreign country.

    If the countries where the document is being sent is a member of the Hague Convention, you can receive an "apostille" from the state where the notary is commissioned.

    In order to obtain an apostille or authentication, the document must be an original signed by the executing party, bearing an accurate notary public's signature (exact name of the notary as it currently stands of the state's records), date commission expires and notarial seal.

    If the country is not a member of the Hague Convention, the authentication process is a two step process. First the document will require certification from the UT SOS as to the notary's signature. Second, it will require authentication of the country's embassy or consulate.

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    Contact Information (Utah)
    Utah Department of Commerce
    Corporations Division
    160 East 300 South, 2nd Floor
    Box 146701
    Salt Lake City, UT 84114-6701

    Addtional Information
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    Domestic Corporate Dissolution Summary (Utah)
    Pursuant to the Utah Revised Business Corporation Act (Utah Code Ann. § 16-10a-14), to successfully dissolve a Utah corporation, Articles of Dissolution must be filed with the Utah Secretary of State (UT SOS).

    Tax Clearance: No tax clearance is required.

    Consents:

    Prior to Stock Issuance or Commencing Business: Majority of incorporator or initial directors.

    After Stock Issuance: Resolution of the board of directors and majority of all voting shareholders at a meeting or by written consent; (if incorporated prior to 7/1/1992 consent must be unanimous).

    Execution and Filing: Executed by an officer of the corporation, the articles of dissolution are filed with the UT SOS.

    Filing Fee: No filing fee.

    Dissolutions, Generally

    A corporation, by a recommendation of directors and a majority vote of stockholders or incorporators if stock has not yet been issued, may elect to voluntarily dissolve and liquidate. Generally, this will involve a sale of all the corporation’s assets, satisfaction of all debts of the corporation, and the distribution of any remaining assets to the stockholders according to the liquidation procedures and priorities set forth in the corporation’s charter.

    IRS liquidation issues are provided for in IRC Sections 331 and 336, which provide for distribution to stockholders. An IRS Form 966 is required to be filed as part of the dissolution.

    For more information regarding dissolutions, see LeapLaw's Dissolution Best Practice Summary.

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    Domestic Corporation Summary (Utah)
    Pursuant to Utah Revised Business Corporation Act (Utah Code Ann. § 16-10a-101), a corporation incorporating in Utah files Articles of Incorporation with the Utah Secretary of State (UT SOS).

    Online: Online filing is available.

    Corporate Name: The corporate name must contain "corporation" "incorporated" "company" or abbreviation thereof.

    Maximum Stock for Minimum Filing Fee: None.

    No. of Directors: The minimum number of directors is 3, unless there are less than 3 shareholders, then the number of directors may be equal to, but no less than the number of shareholders.

    Paid in Capital: There is no minimum amount of paid in capital required to commence business.

    Purpose: No specific business purpose is required on the articles. It A general purpose will suffice: “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.”

    Preemptive Rights: Denied unless specifically granted.

    Cumulative Voting: Denied unless specifically granted.

    Incorporator: Incorporator may be anyone over 18 years of age and does not have to be a resident of Utah.

    Filing: Submit one original and one copy of the articles together with consent of agent.

    Filing Fee: $52.00


    Incorporations, Generally

    A corporation is a legal entity created through and subject to the state laws of its state of incorporation. The separate legal existence of a corporation begins when the charter is filed with the secretary of state of the state of incorporation. State laws vary regarding the documents required to organize a corporation and the management of its internal affairs and corporate powers.

    LeapLaw's Incorporation Checklist identifies the information needed for an incorporation.

    A complete incorporation process generally consists of:

  • Determining name availability and possibly reserving the name

  • Performing trademark, trade name and domain name preliminary or full searches

  • Preparing a charter document for filing

  • Drafting bylaws

  • Preparing consent of incorporator (if applicable under relevant state law)

  • Preparing an organizational consent of directors

  • Obtaining the federal tax identification number by preparing IRS Form SS-4

  • Preparing IRS Form 2553 (if the company intends to qualify as an S corporation pursuant to the Internal Revenue Code)

  • Preparing a specimen stock certificate as well as all stock certificates of representing the initial stock issuance

  • Creating a stock ledger

  • Preparing and filing applications of foreign qualifications (if any)

  • Organizing the minute book

    For more information regarding incorporations, see LeapLaw's Incorporation Best Practice Summary.

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  • Foreign Qualification Summary (Utah)
    Pursuant to the Utah Revised Business Corporation Act (Utah Code Ann. § 16-10a-1501 et seq.), a foreign corporation, may not transact business in this state until it files an Application for Certificate of Authority with the Utah Secretary of State (UT SOS).

    Name of Corporation: Name must contain "corporation" "incorporated" or abbreviations thereof.

    Officers and Directors: A list of officers and directors with addresses is required.

    Certificate of Existence: A certificate of existence dated no longer than 90 days prior to filing must accompany certificate.

    Filing and Execution: The filing is signed by an officer of the company. An original is filed with the UT SOS.

    Filing Fee: $52.00

    Foreign Registration, Generally

    A business entity is initially recognized as a legal entity only in its state of incorporation or formation. If the company plans to "do business" in any other state, it must qualify or register before doing so. State laws, found at LeapLaw's Corporate/LLC Connection provide requirements for business entities doing business in each state.

    For more information regarding doing business in foreign states, see LeapLaw's Foreign Qualification Best Practice Summary.

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    LLC - Foreign Registration (Utah)
    Pursuant to the Utah Revised Limited Liability Company Act (Utah Code Ann.§ 48-3-1210), a foreign limited liability company forming in Utah files Application for Authority to Transact Business with the Utah Secretary of State (UT SOS).

    LLC Name: The LLC name must contain “limited liability company” or "limited company" or “L.L.C.” "L.C." “LLC” or “LC”.

    Execution and Filing: Signed by manager or member and submitted to the UT SOS.

    Certificate of Existence: A certificate of existence or good standing from the domestic state, dated within 30 days of the filing, is required to be submitted with the application.

    Filing Fee: $52.00

    Foreign Registration, Generally

    A business entity is initially recognized as a legal entity only in its state of incorporation or formation. If the company plans to "do business" in any other state, it must qualify or register before doing so. State laws, found at LeapLaw's Corporate/LLC Connection provide requirements for business entities doing business in each state.

    For more information regarding doing business in foreign states, see LeapLaw's Foreign Qualification Best Practice Summary.

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    LLC Formation Summary (Utah)
    Pursuant to the Utah Revised Limited Liability Company Act (Utah Code Ann. § 48-3-101 et seq.), a limited liability company forming in Utah files Certificate of Organization with the Utah Secretary of State (UT SOS).

    The articles must set forth:

    LLC Name: The LLC name must contain “limited liability company” or "limited company" or “L.L.C.” "L.C." “LLC” or “LC”.

    Business Purpose: The business purpose for which the company is organized.

    Registered Agent: The name and street address of its initial registered agent as required by Section 48-3-302, including signature of registered agent.

    A statement that the director of the division is appointed the agent of the company for service of process if the agent has resigned, the agent's authority has been revoked, or the agent cannot be found or served with the exercise of reasonable diligence.

    Principal Office: The street address of the company's designated office or a statement that the company's registered office shall be its designated office.

    Organizer: The name and street address of each organizer who is not a member or manager.

    Manager-Managed: If the company is to be manager-managed: a statement that the company is to be managed by a manager or managers; and the names and street addresses of the initial managers. If the company is to be manager-managed, the articles of organization do not need to state the name or address of any member.

    Member-Managed: If the company is to be member-managed: a statement that the company is to be managed by a member or members; and the names and street addresses of the initial members.

    No. of Members: The LLC may have 1 member.

    Additional Provisions: The articles of organization may contain any other provision not inconsistent with law, including, but not limited to: (a) a provision limiting or restricting the business in which the company may engage or the powers that the company may exercise, or both; (b) a statement of whether there are limitations on the authority of managers or members to bind the company and, if so, what the limitations are, set out in detail and not with reference to any other document; or (c) a statement of the period of duration of the company, which may be as long as 99 years from the date the articles of organization were filed with the division. NOTE: If the articles of organization of a company do not specify a period of duration, the period of duration for that company is 99 years from the date the articles of organization were filed with the division.

    Execution and Filing: Signed by "organizer(s)" and submitted to the UT SOS.

    Filing Fee: $52.00

    LLC Formation, Generally

    A limited liability company (LLC) is an entity created by state statute offering limited liability protection to its members (owners) similar to that enjoyed by stockholders of a corporation. LLC statutes exist in all 50 states.

    LeapLaw's LLC/LLP Checklist identifies the information needed for an LLC formation.

    A complete formation process generally consists of:

  • Determining name availability and possibly reserving the name

  • Performing trademark, trade name and domain name preliminary or full searches

  • Preparing the formation certificate for filing with the secretary of state

  • Drafting an operating agreement

  • Preparing an organizational consent of managers or members

  • Obtaining the federal tax identification number by preparing IRS Form SS-4

  • Preparing and filing applications of foreign registrations (if any)

  • Organizing the company records book

    For more information regarding the general formation process see LeapLaw's Limited Liability Company Best Practice Summary.

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  • UCC Filings (Utah)
    UCC Financing Statements are filed in Utah with the Utah Dept. of Commerce (UT SOS). Fixture filings will be filed at the county level where the mortgage is registered.

    Online: Filings may be done online.


    UCC Filings, Generally


    Once a security interest has been granted in collateral in exchange for credit or some other funding, usually by entering a security agreement, the security interest should be “perfected” by filing evidence of such interest with the appropriate governmental authorities. Perfection of a security interest strengthens the legal rights of the creditor to the collateral in the event that the debt is not repaid in a timely fashion or some other default occurs.

    Revised Article 9 (RA-9) of the Uniform Commercial Code (UCC) provides that perfection is completed by filing financing statements (or UCC filings) with appropriate filing offices. Historically, UCC filings were made everywhere the debtor had tangible property or offices and/or was otherwise conducting business.

    In July 2001, Article 9 and state UCC laws in all 50 states were revised in an effort to simplify filing requirements. Revised Article 9 ("RA-9") was adopted by all 50 states and the U.S. Virgin Islands with staggered effective dates, but most states adopted some form of RA-9 effective July 1, 2001. Under RA-9 only one filing is required, except as noted below. The appropriate place to file is generally the office of the secretary of state in the jurisdiction of incorporation or organization of the debtor (or the domicile or principal place of business, if an individual or an unincorporated entity). Transition to Revised Article 9 was completed as of July 1, 2006.

    Fixture Filings: Under Revised Article 9, fixture filings affecting real estate are still filed in the office where a mortgage would be recorded. Other than creating the ability to file with a standard national form, RA-9 has had no effect on real estate related filings.

    Foreign Debtors

    A financing statement to be filed against a foreign debtor, without a principal place of business in the United States, is filed in Washington DC. If the foreign debtor maintains a principal office in the United States, the financing statement is filed in the state in which it is registered.

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    Utah Contact Info
    Utah Contact Info
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