Last Revised: August 13, 2019.About this Form
A certificate of organization form, sometimes called articles of organization, is the document that one must complete and submit to the state to establish the creation of an LLC within Utah. It sets forth the name of the proposed company and contact information for its registered agent, among other details. It may include other provisions, provided that they are not inconsistent with state law. The purchased version of this form is guaranteed compliant with the laws of the state of Utah. It comes complete with instructions and filing information for creating an LLC within the state.
Accepted Filing Methods
The state accepts the filing of a certificate of organization form via U.S. mail, fax, in-person delivery, or electronically via
Utah's OneStop Business Registration System for e-filing documents.
Name Availability & Requirements
The requirements for naming an LLC within the state are set forth in
Utah Code § 48-3a-108. The name of the LLC must contain the words "limited liability company" or "limited company" or the abbreviation "L.L.C.", "LLC", "L.C.", or "LC". "Limited" may be abbreviated as "Ltd.", and "company" may be abbreviated as "Co.". However, if the LLC will provide services for which a professional license is required within the state of Utah, then the name of the LLC must contain the words "professional limited liability company" or the abbreviation "P.L.L.C" or "PLLC". The name must be distinguishable from those of all other entities on file with the state. It may not infringe on any active trademark or service mark registered with the state or the U.S. Patent and Trademark Office. One may search online
Utah's trademark database and the
USPTO's trademark database.
One may determine the availability of a proposed business name for use within the state by querying
Utah's Business Entity Search database. As a general proposition, the state will consider a proposed business name available if the first two words of the name do not match the first two words of that of any other entity authorized to conduct business within the state.
Required Fees
Utah imposes a fee of $70 for the filing of a certificate of organization form.
Statutory Authority & Requirements
The statutory authority for an LLC within the state is the
Utah Revised Uniform Limited Liability Company Act (
Utah Code § 48-3a-101 et seq.).
The statutory requirements for a valid certificate of organization filing are codified in Utah Code § 48-3a-201. The text of the statute reads as follows:
§ 48-3a-201. Formation of limited liability company -- Certificate of organization.
(1) One or more persons may act as organizers to form a limited liability company by delivering to the division for filing a certificate of organization.
(2) A certificate of organization must state:
(a) the name of the limited liability company, which must comply with
Section 48-3a-108;
(b) the street and mailing address of the limited liability company's principal office;
(c) the information required by
Subsection 16-17-203(1);
(d) if the limited liability company is a low-profit limited liability company, a statement that the limited liability company is a low-profit limited liability company;
(e) if the limited liability company is a professional services company, the information required by
Section 48-3a-1103; and
(f) if the limited liability company is to have one or more series in which the liabilities of the series are to be limited as contemplated by Subsection
48-3a-1201(2), notice of the limitation on liability in accordance with Section
48-3a-1202.
(3) A certificate of organization may contain statements as to matters other than those required by Subsection (2), but may not vary or otherwise affect the provisions specified in Subsection
48-3a-112(3) in a manner inconsistent with that section. However, a statement in a certificate of organization is not effective as a statement of authority.
(4) A limited liability company is formed when the limited liability company's certificate of organization becomes effective and at least one person becomes a member.
STATE OF UTAH
LIMITED LIABILITY COMPANY
Certificate of Organization
Pursuant to Utah Code § 48-3a-201, the undersigned submits the following certificate of organization for purposes of qualification to establish a limited liability company within the state of Utah.
ARTICLE I. Entity Name.
The name of the limited liability company is
_______________________________________________.
ARTICLE II. Principal Place of Business.The street and mailing address of the limited liability company's principal office is:
_______________________________________________ [Address, Line 1]
_______________________________________________ [Address, Line 2]
_______________________________________________ [City, State, Zip]
(The state will accept a P.O. box address only if accompanied by a street address.)ARTICLE III. Registered Agent and Address.The name and street address of the limited liability company's registered agent:
_______________________________________________ [Name of Registered Agent]
If a non-commercial registered agent is named above, then the street address of the agent is required and is disclosed as follows:
_______________________________________________ [Address, Line 1]
_______________________________________________ [Address, Line 2]
_______________________________________________ [City, State, Zip]
(The state will accept a P.O. box address only if accompanied by a street address.)ARTICLE IV. Statement of Professional Services. [must choose one:]
_____ The limited liability company
is not organized to provide professional services.
OR_____ The limited liability company
is organized to provide professional services. The profession to be practiced through the professional services company is:
_____________________________. The name and street address of each member or manager of the professional services company is:
_______________________________________________ [Name]
_______________________________________________ [Address, Line 1]
_______________________________________________ [Address, Line 2]
_______________________________________________ [City, State, Zip]
ARTICLE V. Designation of Profit Status. [must choose one:]
_____ The company
is not organized as a low-profit limited liability company.
OR_____ The company
is organized as a low-profit limited liability company.
Signed by (at least one organizer must sign):
The certificate of organization must be signed by at least one (1) person who may, but is not required to be, a member or manager of the limited liability company.
_______________________________________________Signature of Organizer
_______________________________________________Printed or Typed Name of Organizer
_______________________________________________Date
