How to Form a C Corporation in Utah

Introduction

If you want to start a business, it’s important that you consider the type of structure that will best suit your needs. A corporation is one of these structures, but there are other options as well. Utah law allows corporations to be formed as either a C corporation or an S corporation. The difference between these two types is similar to the difference between personal and business tax rates: When you file your taxes as an individual, your income is taxed at normal rates; however, if you form a business entity and incorporate it legally, then this company can pay taxes at the lower corporate rate rather than having each individual member pay his or her share of income tax on an annual basis. Thus, while forming a C corporation in Utah may have certain legal benefits over setting up an S corp., there are also some drawbacks that need to be considered before making this decision

Determine a corporation name.

The name of your corporation is important. To ensure that it’s unique and distinguishable, you must check to see if the name hasn’t already been taken by another business entity in the state of Utah.

Your name should not be misleading or confuse consumers about what kind of business you run, so make sure it doesn’t include words like “bank”, “insurance” or “trust”. You also have to make sure that your corporate name doesn’t include any reference to being a corporation or incorporate (i.e., Inc., Corp., Incorporated).

If there are no conflicts with current corporations using similar names in Utah, you can move on to Step 2

Provide an address.

You must provide an address for your corporation. You can use your home address or a business address, but you’ll need to provide one for the registered agent and secretary of state. If you choose to use a business address for both, be sure that it’s a workplace where employees can receive mail on behalf of your company in case there’s some confusion about its location.

Choose a registered agent.

You must choose a registered agent. A registered agent is the person who will receive legal documents on behalf of the corporation and must be an actual Utah resident. They must have a physical address in Utah, a phone number in Utah, and a fax number in Utah.

The registered agent does not have to be an employee of your company; it can be an individual that you know personally or even hire online (e.g., Local Agent Network). The state of Utah requires that if you use an online service provider for this service, then it must have been specifically approved by them to do so as well as maintain proper records of all actions taken on behalf of your company (e C-Corp).

Prepare a certificate of incorporation.

You’ll need to prepare a certificate of incorporation. This document is the official statement that forms your corporation and includes identifying information about it, such as its name and number of shares. The certificate must also include the par value of each share (which can be left blank if there’s no par value), along with other requirements listed in the state’s business statute.

The certificate must be signed by either all incorporators or their agents, who may be attorneys or other people acting on behalf of them.

Decide on the number of shares and what type of stock will be issued by the corporation.

The next step is to decide on the number of shares and what type of stock will be issued by the corporation. You should also determine how many shares each person will get, as well as how to sell them to investors.

Create bylaws.

• You’ll need to create bylaws for your corporation. Bylaws are rules that govern the internal affairs of a corporation. They describe how the corporation will be run and often include provisions for meetings, voting, and officer elections. In most states, bylaws are not filed with the state; however, in Utah they must be filed before your business can start operations.

Designate the initial board members.

You must designate the initial board members of your corporation. This is done by filing articles of incorporation with the state and appointing the initial directors in writing. The corporate officers are responsible for preparing minutes from meetings, keeping records and maintaining corporate books, issuing stock certificates and paying taxes on behalf of the corporation.

Usually, directors represent shareholders who elect them to represent their interests on a regular basis at shareholder meetings. These meetings can be held at least once annually but may be called as often as every two weeks by resolution passed by majority vote of those present at a special meeting or by written consent signed by all shareholders within 10 days after notice has been given setting out the purpose or purposes of such special meeting and mailed to each holder of record whose address appears on its books and records not less than seven days before said meeting is scheduled to take place

File with the state of Utah.

Once you’ve chosen a name for your corporation, the next step is to file with the state of Utah.

You’ll need to file LLC certificates and articles of incorporation with the state (for more on this process, see our post on forming an LLC in Utah). If you’re planning on doing business outside of Utah, it’s worth noting that some states require foreign corporations to register with them before doing business there. Check out our guide on forming an S corporation in other states for more information about those requirements.

Once your paperwork has been approved by the state, it will be time to submit your federal paperwork. You should also check with each state where you plan on doing business that they don’t have any additional requirements or fees associated with filing as an out-of-state corporation—some do require these filings even if their headquarters aren’t physically located there (which can result in unexpected costs).

Here’s how to form your corporation in Utah.

• Follow the steps below.
• Choose a name for your corporation, and register it with the state of Utah. You’ll need to decide on the name of your new company and then file an application with the State Division of Corporations. The name should be in good taste, not misleading or confusing to potential customers, and not too long (50 characters or less). [Your name] Co., Inc., or LLC are all fine choices; however, if you plan on doing business under another specific name besides these generic variants (such as John’s Widget Manufacturing), then you’ll have to get clearance from any applicable trademarks before filing your application with the state.
• Get started by creating an LLC online through LegalZoom here: https://www.legalzoom.com/utah

Conclusion

The process of forming a corporation in Utah can be a little confusing. The state has many rules and regulations that must be followed. However, we have outlined the steps above to help ensure that you have everything you need to start your business in no time at all!