How to start a Utah corporation

1Name the corporation

The name must contain “corporation,” “incorporated,” or “company” - or an abbreviation: “corp.,” “inc.,” or “co.” It must be distinguishable from names already on the Division’s records, may not imply a purpose different from the one in your articles, may not contain “911” (for names approved on or after May 4, 2022), and “Olympic” requires USOC consent (Utah Code § 16-10a-401). Financial words need regulator consent (Utah Code § 7-1-701).

2Appoint a registered agent

Your articles must designate a registered agent with a Utah street address (Utah Code § 16-10a-202; § 16-17-202) - the address where lawsuits and state notices are served. Corporations get the shortest leash in Utah: 30 days without an agent is grounds for administrative dissolution (Utah Code § 16-10a-1420). Be your own (trade-offs here) or hire us for $39/yr.

3File articles of incorporation

The articles state the corporation’s purpose, name, authorized shares and share classes, registered agent, and incorporators (Utah Code § 16-10a-202).

Fee$59, flat - Utah has no share-based or capital-based fee formula (FY2026 fee schedule, effective July 1, 2025).

4Organize: bylaws, directors, stock

Utah’s act is permissive about ceremony - an organizational meeting is allowed, not mandated (Utah Code § 16-10a-205), and bylaws are “may adopt” (Utah Code § 16-10a-206) - but lenders, investors, and courts expect the full set: adopt bylaws, seat the board, issue stock, and document it. Shareholders can act by written consent instead of meeting; unless your articles say otherwise, Utah allows even less-than-unanimous written consent, with 10 days’ notice to non-consenting shareholders (Utah Code § 16-10a-704).

An annual shareholders’ meeting is required, though failing to hold one doesn’t invalidate corporate action; if none happens within 15 months, a shareholder can ask a court to order one (Utah Code §§ 16-10a-701, -703).

5EIN, taxes, licenses

Get the free EIN at irs.gov. Every Utah corporation pays the corporate franchise tax: 4.45% of Utah taxable income, with a $100 minimum that applies even to a corporation that does no business at all (Utah Code § 59-7-104). An S election moves income to shareholders’ returns and drops the $100 minimum. Full picture on Utah taxes. Licensing is local and industry-specific, as with LLCs.

6The annual report

Due “no later than the end of the second calendar month following the month the division mails the report form” - the notice goes to your registered agent (Utah Code § 16-10a-1607). It states the corporate name, jurisdiction, registered agent, principal office, and principal officers.

Fee$18/yr. $10 late fee. (FY2026 fee schedule.)

Delinquency, unpaid fees, or 30 days without a registered agent leads to administrative dissolution after a 60-day cure notice (Utah Code §§ 16-10a-1420, -1421); reinstatement is $54 plus accrued obligations and requires your new registered agent’s consent (Utah Code § 16-10a-1422).

After you incorporate

• Adopt bylaws, seat the board, issue stock certificates, start the minute book
• Open the corporate bank account
• Decide on the S election (IRS Form 2553) before the deadline
• Register with the Utah State Tax Commission (franchise tax account; sales/employer accounts as applicable)
• Check city/county licensing
• Calendar the annual report window (we remind our clients automatically)