Utah Corporation Formation Requirements

Articles of Incorporation

If incorporating in Utah, articles of incorporation must be filed with the Utah Division. Utah law requires that certain information be included in your articles of incorporation. The following is a summary of those requirements:

Incorporators

  • Minimum Number of Incorporators – One or more
  • Eligibility Requirements – An incorporator (one incorporating in Utah) must be a person
  • Duties – Signing and filing articles of incorporation with the Division
  • Listing Requirements – The name and address of each incorporator must be listed

Corporate Purpose(s)

Utah allows a corporation to be formed for any lawful business activity.

  • Listing Requirements – Required to be listed in the articles

Director Information

  • Minimum Number of Directors – One or more
  • Eligibility Requirements – A director must be a natural person. The articles of incorporation or bylaws may prescribe additional qualifications for directors
  • Listing Requirements – Not required in the articles

Officer Information

  • Officers are not required to be listed in the articles of incorporation

Stock Information

  • The classes of shares, and the number of shares per class, that the corporation is authorized to issue
  • If more than one class of shares is authorized, the articles must prescribe a distinguishing designation for each class, as well as its preferences, limitations and relative rights
  • The articles of incorporation must authorize:
    • At least one class of shares that has unlimited voting rights; and
    • At least one class of shares, which may be the same class or classes as those with voting rights, that is entitled to receive the corporation’s dissolved assets

Other Required Listing Information

  • The street address of the corporation’s initial registered office and the name and signature of its initial registered agent at that office
  • The appointment of the registered agent must be signed by the registered agent on the articles of incorporation or on an attached acknowledgement

Optional Provisions

Utah also permits optional provisions to be integrated into the articles of incorporation for corporations who wish to formalize additional criteria, such as:

  • The names and addresses of the initial directors
  • Regulating the powers of the corporation, its board of directors, and shareholders
  • Provisions managing the business and regulating the affairs of the corporation
  • Personal liability of shareholders for corporate debts in certain situations
  • A par value for authorized shares or classes of shares
  • Authorization for classes and series of stock to have certain other rights

United Agent Services allows you to designate whether any or all of these provisions should be included.

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