Need the LLC counterpart? Visit the Utah LLC guide for pass-through structures.
Statutory map
| Entity | Statute | Highlights |
|---|---|---|
| For-profit corporations | Title 16, Chapter 10a | Articles (SS-4417), governance, conversions, domestications, benefit corp overlay. |
| Benefit corporations | Title 16, Chapter 10b | General/specific public benefit, annual benefit reports, stakeholder duties. |
| Professional corporations | Title 16, Chapter 11 | Owners/officers/directors must be licensed; malpractice exposure remains. |
| Nonprofits | Title 16, Chapter 6a | Membership-based or charitable; separate reporting and taxation. |
| Business trusts | Title 16, Chapter 17 | Alternative for fund/series structures; include for completeness. |
Pre-formation checklist
| Item | Counsel’s note |
|---|---|
| Entity choice | C-corp for QSBS/investors, S-corp for pass-through, LLC for flexibility, benefit corp for mission, PC for licensed practice. |
| Name & reservation | Include Corp./Inc./Co./Ltd.; reserve via online portal if needed; cross-check county biz name databases. |
| Registered agent | Utah resident or qualifying commercial agent; required physical address and acceptance. |
| Share structure | Authorized shares, par value, classes; charter fee tied to share count up to $3,000 cap. |
| Tax objectives | Model C vs S vs PTE; plan QSBS, payroll, and multi-state credits. |
| Local licensing | City/county business tax, zoning, industry permits (DOPL, agriculture, alcohol), and vendor licenses. |
Charter drafting & first 90 days
Charter clauses
- Purpose clause (broad vs regulated statements).
- Authorized shares/par value; keep enough headroom for option pool/round.
- Director liability waivers and indemnification under Utah Code § 16-10a-841.
- Preemptive rights disclaimers or investors’ protective provisions.
- Benefit corp declaration or professional practice limitations when applicable.
Formation timeline
Conversions, professional & benefit corporations
Conversions & domestications
Utah permits LLC ↔ corporation conversions and inbound/outbound domestications. Use conversion plans, file with Division of Corporations, and obtain tax clearance before flipping entities for VC rounds.
Mergers
Long-form, short-form, and cross-entity mergers available; file Articles of Merger, pay $50, and record in relevant counties. Parent owning ≥ 90% may use short-form without shareholder vote.
Professional & benefit corps
PCs limit ownership to licensees; malpractice liability remains personal. Benefit corps must consider stakeholders, pursue general public benefit, and deliver annual benefit reports referencing third-party standards.
Tax strategy
| Structure | State tax | Notes |
|---|---|---|
| C-corp | 6.5% excise + 0.25% franchise (min $100) | Potential QSBS; double tax but clean investor path. |
| S-corp | Same F&E taxes | May elect Utah PTE to capture SALT deduction; still file payroll/unemployment. |
| LLC (partnership) | Covered in LLC guide | Cross-reference if planning conversion. |
Utah’s PTE election applies to S-corps and partnerships; coordinate with CPA regarding credit-for-tax-paid rules when shareholders reside elsewhere. Utah recognizes federal S elections automatically, but you must track composite returns for nonresident owners.
Annual reports & registration fees
| Filing | Fee | Deadline |
|---|---|---|
| Articles of incorporation | Minimum $100 + share-based fee (cap $3,000) | At formation |
| Annual report | $20 | 1st day of 4th month after fiscal year (April 1 for calendar). |
| Registered agent change | $25 | File promptly to avoid voided service. |
| Dissolution | $20 | After tax clearance. |
Missing the annual report triggers $10/month penalty and eventual administrative dissolution. Reinstatement requires curing missing reports, paying delinquent fees, and filing reinstatement articles.
CTA, pitfalls & attorney services
Common pitfalls
Piercing the veil: Under-capitalization and sloppy records invite claims. Maintain minutes, separate accounts, and formal resolutions.
Fee surprises: Share-based charter/registration fees escalate quickly if you authorize too many shares without reason.
County recording: Utah expects county recorder filings for charters, amendments, and mergers—lenders will check.
F&E planning: Estimated payments matter; late payment penalties stack fast.
My Utah corporation packages
Charter Essentials · $575
- SCC-style charter drafting (SS-4417) and filing with share modeling.
- Standard bylaws, organizational consents, EIN, compliance calendar.
- State fees up to $500 included.
Growth Package · $1,150
- Custom bylaws and shareholder agreement drafted by me.
- Stock ledger/certificates, option plan skeleton, and first annual report filing.
- One-year registered agent service and tax strategy call.
Benefit/Professional · $2,050
- Benefit corp or PC charter language, board committee charters, and stakeholder reporting frameworks.
- Regulatory coordination with licensing boards or benefit auditors.
- Foreign qualification/domestication planning plus quarterly compliance support.
Add-ons
| Registered agent renewal | $150/year |
| Annual report filing | $120 + state fee |
| Short-form merger documentation | $650 |
| Delaware conversion strategy | $980 |