Willow Creek Law, LC
8160 S. Highland Drive, Suite 300
Sandy, Utah 84093

Can I Set Up My Own LLC?

tools-498202_1920Yes. Setting up your own Utah LLC is relatively simple. You file with the Utah Division of Corporations & Commercial Code and submit a fee and a Certificate of Organization. They’ve prepared a form version here. Once completed and approved, you have a company set-up in Utah.

However, it is advisable not to rely on that method. Why? Let me count the ways.

  1. Certificate of Organization. The Certificate form the State has prepared can only contain certain terms, and must contain terms that the law doesn’t require. This isn’t necessarily bad, but it may not meet your particular wants or needs. For example, you may value some privacy, which may be lost if you list members or managers as the form invites.
  1. Operating Agreement. Forming an LLC that way does not give you an operating agreement. An OA sets out ownership and a host of other matters, all of which form a binding contract. Companies without OAs can find themselves mired in disputes that an OA could have treated. An operating agreement can address ownership percentages, voting rights, dissolution, buy-outs, cash and non-cash contributions of each member, separate management from membership, permit self-dealing, and address a whole host of other matters. Also, under current Utah law, an operating agreement can be created without intending it, based on the actions, emails, and texts of members (among other things) and can have grave consequences. It’s better to address those things formally and deliberately than to leave them to be figured out down the road.
  1. EIN, Business License, etc. If you have an LLC, you should have a tax identification number (employer identification number), whether or not you have employees. You also may need a state sales tax ID and a business license, among other things. Merely filing a Certificate of Organization does not address those issues. One option is to go Utah One Stop Business Registration, which can help with some of these items.
  1. Tax Treatment. It seems uncommon knowledge, but a Utah LLC may opt for varied tax treatment. For example, a Utah LLC with more than one owner (member) may opt to be taxed as a partnership, a C-corporation, or an S-corporation (if it qualifies). Your SS-4 application (for applying for an EIN) can designate tax treatment, but other things may need to be done.

There are other issues, but those are some reasons not to solely rely on filing a Certificate of Organization.  At Willow Creek Law, we handle the filing fee, the Certificate of Organization, prepare an Operating Agreement, provide a consultation, apply for an EIN, provide a binder of instructions for many other issues for a flat fee, where possible. Feel free to contact us to find out the details. We’d be happy to help! If not, we hope some of the resources linked above are helpful.

The information contained on this page and website is provided for educational purposes and to provide you with general legal information, but does not constitute specific legal advice for you or your situation. By reading or using this page and website, you understand and acknowledge that there is no attorney-client relationship between you and the owners of the website, except as may exist through a formal agreement. The information contained on this page and website should not be relied upon as legal advice and should not serve as a substitute for seeking competent legal advice from an attorney licensed to practice law in your state.