Address of state office for filing:
State of Utah Department of Commerce
Division of Corporations & Commercial Code
PO Box 146705
Salt Lake City UT 84114-6705
Telephone: 801-530-4849
State web address: http://www.utah.gov/
State law reference: Utah Code Annotated, Title 48, Chapter 2c.
Title of filing: Articles of Organization.
Filing Fee: $52
Name requirements: The official name must contain the words “Limited Liability Company,” “Limited Company,” or the abbreviations “LLC,” “L.L.C.,” “LC,” or “L.C.” (Section 48-2c-106). A company name may be reserved for renewable 120-day periods for a $22. (Section 48-2c-108).
Organizer requirements: A limited liability company may be organized by one person. The organizer need not be a natural person, nor a member. (Section 48-2c-401).
Articles of Organization requirements: Articles of Organization must contain the following: (1) name of company, (2) company purpose, (3) registered agent’s name, office address, and signature, (4) a statement that the Director of the Division is appointed as the registered agent for service of process if (a) the agent resigns, (b) the agent’s authority is revoked, or (c) the agent cannot be found or served with the exercise of reasonable diligence, (5) street address of the company’s designated office or a statement that the company’s registered office shall be its designated office, (6) name and street address of each organizer who is not a member or manager, (7) if company will be managed by managers, a statement to that effect and the names and addresses of the initial managers, (8) if company will be managed by members, a statement to that effect and the names and street addresses of the initial members, and (8) any additional matters. (Section 48-2c-403).
Annual report requirement: Yes, annual report due to Division of Corporations & Commercial Code. (Section 48-2c-203). $12 filing fee.
Publication requirement: No.
Effective date of limited liability company organization: On the date of official approval of Articles of Organization, the company becomes a legal entity and the members are shielded from personal liability. In addition, the effective date may be delayed to a date stated in the Articles of Organization. (Sections 48-2c-104, 48-2c-208).
Membership requirements: Minimum number required is one. The member may be a natural person or a business entity. (Sections 48-2c-401, 48-2c-102(14), (17)).
Other: The organizer’s signature on the Articles of Organization is an affirmation that the company has one or more members, and that, if the company is managed by managers, the person or persons named as managers in the Articles have consented to serve as managers. Additionally, if the company is to be managed by members, then at the same time or prior to filing the Articles, the organizer must prepare a document, to be held with the other records of the company, stating the name and street address of each initial member of the company. (Section 48-2c-401). If the company is to be managed by managers, the Articles need not state the names and addresses of the company’s members, unless the company will provide professional services. (Section 48-2c-403(2)). Finally, the Articles may state the duration of the company, which can be as long as 99 years. If the Articles state no duration, the company’s duration will be 99 years from the date the Articles were filed, or 99 years from the date of the latest amendment to the Articles. (Section 48-2c-403(4), (5)).
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