Form a S-Corp in Utah
Everything you need to know about forming a S-Corp in Utah. Filing fees, requirements, timeline, and step-by-step guidance.
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How to File
Choose a Corporate Name
Select a unique business name that complies with Utah naming rules, must include 'Corporation,' 'Incorporated,' 'Company,' or an abbreviation thereof. Use the Utah Division of Corporations name search tool to confirm availability before filing.
30 minutes
Appoint a Registered Agent
Designate a registered agent with a physical Utah street address (P.O. boxes are not accepted) who is available during normal business hours to receive legal documents and official notices on behalf of the corporation.
1-2 hours
File Articles of Incorporation
Prepare and file the Articles of Incorporation with the Utah Division of Corporations and Commercial Code, either online through the OneStop Business Registration portal or by mail, paying the $70 filing fee.
1-2 hours
Create Corporate Bylaws
Draft corporate bylaws that outline the internal governance rules of the corporation, including procedures for shareholder meetings, director responsibilities, officer roles, and voting rights. Bylaws are not filed with the state but must be maintained internally.
2-4 hours
What's Next After Filing
Once your S-Corp is officially formed, you'll want to complete these important steps:
- •Hold Organizational Meeting & Issue Stock — Conduct the initial organizational meeting of the board of directors to adopt bylaws, appoint officers, and authorize the issuance of stock shares. Issue stock only to eligible S-Corp shareholders (U.S. citizens or residents, no more than 100 shareholders).
- •Obtain EIN and File IRS Form 2553 — Apply for a federal Employer Identification Number (EIN) through the IRS at no cost, then file IRS Form 2553 (Election by a Small Business Corporation) to elect S-Corporation tax status. This must be filed within 75 days of incorporation or by March 15 for the election to apply to the current tax year.
- •Register for Utah State Taxes and Obtain Licenses — Register with the Utah State Tax Commission for applicable state taxes including withholding tax if you have employees, and obtain any required state or local business licenses or permits relevant to your industry through the Utah Department of Commerce.
Advantages
- ✓Pass-through taxation avoids double taxation, with income reported on shareholders' personal returns, avoiding Utah corporate income tax at the entity level
- ✓Shareholders who are active in the business may reduce self-employment taxes by paying themselves a reasonable salary and taking additional profits as distributions not subject to payroll taxes
- ✓Provides limited liability protection, shielding shareholders' personal assets from business debts and legal judgments
- ✓Utah has a low annual report fee of $18 and no state franchise tax for S-Corporations, making ongoing compliance relatively affordable
- ✓Enhanced credibility and perceived legitimacy compared to sole proprietorships or partnerships when dealing with clients, vendors, and lenders
Considerations
- •Strict IRS eligibility restrictions limit S-Corps to 100 shareholders maximum, all of whom must be U.S. citizens or permanent residents, with only one class of stock allowed
- •More complex formation and ongoing compliance requirements than an LLC, including mandatory bylaws, board meetings, stock issuance, and corporate minutes
- •Utah nonresident shareholders trigger additional state-level filing obligations, including composite returns or withholding requirements, adding administrative complexity
- •S-Corp election can be inadvertently terminated if eligibility requirements are violated, potentially resulting in unexpected tax consequences
Annual Obligations
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