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FORMATION OF LIMITED LIABILITY COMPANY IN UTAH

The law relating to formation of a Limited Liability Company in the state of Utah is governed by Chapter 48 of the Utah Revised Code. "Company," "Limited Liability Company," or "domestic company" means a limited liability company organized under or subject to this chapter. “Foreign Company" means a limited liability company organized under a law other than the laws of this state

A limited liability company may be formed by applying to the Division of Corporations and Commercial Code of Utah Department of Commerce .

ORGANIZER

One or more persons who is/are a natural person of 18 years of age or older may act as organizers of a company by signing and filing with the division articles of organization

The persons acting as organizers may be members or managers of the company at the time of formation or after formation has occurred.

The signing of the articles of organization constitutes an affirmation by the organizers that:

1. the company has one or more members; and
2. if the company is manager-managed, the person or persons named as managers in the articles of organization have consented to serve as managers of the company.

NAME OF LIMITED LIABILITY COMPANY

A Limited liability company in the state can be formed by applying for availability of the names by a person or persons to the Division. The name of each company as set forth in the articles of organization shall contain the terms:

(i) "limited company";
(ii) "limited liability company";
(iii) "L.C." or "LC"; or
(iv) "L.L.C." or "LLC";

The name of a company must be distinguishable from:

1. the actual name, reserved name, or fictitious or assumed name of any entity registered with the division; or
2. any trade name, trademark, or service mark registered with the division.

RESERVATION OF NAME

The exclusive right to register a name for use by a company may be reserved by any person. The reservation shall be made by filing with the Division an application signed by the applicant.

If the division finds that the name is available for use by a company, the division shall reserve the name exclusively for the applicant for a period of 120 days . The name reservation may be renewed for any number of subsequent periods of 120 days.
The reserved name may be transferred to any other person by filing with the division a notice of the transfer that:

•  is signed by the applicant for whom the name was reserved; and

•  specifies the name and address of the transferee.

FORMATION OF COMPANY

A company may be formed by delivering to the division for filing articles of organization for the company. A company must have at least one member:

•  at the time of formation; and

•  at all times after its formation

The company shall be considered formed as of the time, day, month, and year indicated by the division's stamp or seal on the articles of organization.

 

In a proceeding for administrative dissolution or in a proceeding for judicial dissolution of the company, the filed articles shall be conclusive evidence that all conditions precedent required to be performed by the members and managers have been complied with and that the company has been legally formed under this chapter.

ARTICLES OF ORGANIZATION

The articles of organization of a company shall set forth:

1. the name of the company;
2. the business purpose for which the company is organized;
3. the name and street address of its initial registered agent;
4. the signature of the company's initial registered agent;
5. 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;

6. the street address of the company's designated office or a statement that the company's registered office shall be its designated office;
7. the name and street address of each organizer who is not a member or manager;

The articles of organization may contain any other provision not inconsistent with law, including:

 

1. a provision limiting or restricting:

•  the business in which the company may engage;

•  the powers that the company may exercise; or

2. 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
3. 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, or the latest of any amendments to the articles of organization effecting a change in the period of duration, were filed with the division.

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 .

Form of contribution

The contribution of a member to the company may consist of cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services, or any combination of the foregoing.

REGISTERED OFFICE

Each domestic company and each foreign company authorized to do business in this state need to continuously maintain a registered office in this state. Failure to maintain a registered office in this state shall be grounds for administrative dissolution of a domestic company and for revocation of authority to transact business in this state in the case of a foreign company.

REGISTERED AGENT

Each domestic company and each foreign company authorized to do business in this state shall continuously maintain an agent in this state for service of process on that company. The street address of the registered agent shall be the same as the registered office of the company in this state. The registered agent must be:

 

1. •  an individual who resides in this state and whose business office is identical with the registered office;
2. •  a domestic company or domestic corporation or domestic nonprofit corporation whose business office is identical with the registered office; or
3. •  a foreign company or foreign corporation or foreign nonprofit corporation authorized to transact business in this state whose business office is identical with the registered office.

Failure to maintain a registered agent in this state shall be grounds for administrative dissolution of a domestic company and for revocation of authority to transact business in this state in the case of a foreign company.

CERTIFICATES

One may apply to the division for a Certificate Of Existence for a domestic company, a certificate of authorization for a foreign company, or a certificate that sets forth any facts of record in the office of the division. A certificate of existence or authorization shall state:

•  the domestic company's name or the foreign company's name as registered in this state;

•  that the domestic company is duly formed under the law of this state and the date of its formation; or

•  that the foreign company is authorized to transact business in this state;

•  that all fees, taxes, and penalties owed to this state have been paid, if:

1. payment is reflected in the records of the division; and
2. nonpayment affects the existence or authorization of the domestic or foreign company;

•  that its most recent annual report has been filed with the division;

•  that articles of dissolution have not been filed with the division; and

•  other facts of record in the office of the division that may be requested by the applicant.

LIMITED LIABILITY COMPANY FEE SCHEDULE

TYPE OF SERVICE

Articles of Incorporation/Organization/Certificates. . . . . . . $22.00(NP)

Reinstatement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $52.00

Voluntary Dissolution or Withdrawal ….. . . . . . . . . . . . . . . . Free

Merger/Amendment/Restated Articles. . . . . . . . . . . . . . . . $37.00

Conversion . . . . . . . . . . . . . . . . . . . . … .. . . . . . . . . . . .. . $37.00

Domestication/Transfer . . . . . . . . . . . . . . . . . . . . . . . . . . . $37.00

Statement of Correction . . . . . . . . . . . . . . . . . . . . . . . . . . . $12.00

Registration Information Change Form . . . . . . . . . . . . . . . $12.00

Annual Renewal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $12.00

Late Annual Renewal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $22.00

BUSINESS NAME RESERVATIONS AND REGISTRATIONS

Business Name Reservation . . . . . . . . . . . . . . . . . . . . . . . . . $22.00

Foreign Name Registration . … . . . . . . . . . . . . . . . . . . . . . . . $22.00