Discover why amending your Utah Certificate of Organization or Articles of Incorporation is essential for compliance and adaptability. Explore our guide below for expert insights.
A Utah Certificate of Organization is required to form a limited liability company (LLC) in the state, while the Articles of Incorporation is necessary for forming a corporation. These documents include some basic information about the business at the time of formation, all of which become public information. But as with any new business, things are prone to grow and change. When that happens, you will need to amend your Certificate of Organization or Articles of Incorporation to update these changes with the state.
If this sounds stressful, don’t worry, we can help! Let’s walk through the process of filing the Articles of Amendment or Amendment to Certificate of Organization in Utah, when you need to do so, and how our services can make the process a lot less stressful.
If you’re just starting your business, check out our Utah LLC formation service or corporation formation service to see how we make the process quick and easy.
If you need to make changes to a Utah LLC, we’ll show you how in this section. But if you need to make changes to a corporation, please keep scrolling to the section titled “Amending a Utah Corporation Articles of Incorporation.”
The Certificate of Organization is the form that officially creates your LLC in the state. Until this form is filed, your LLC won’t technically exist. The Certificate asks for a variety of information about your business, including the:
Generally speaking, if you need to make changes to any of this information, you’ll need to file amendment paperwork. One exception is changing your registered agent and/or registered office. You can make this change with the Utah Limited Liability Company Registration Information Change Form, but it’s faster to do so online at the Utah Department of Commerce Division of Corporations and Commercial Code website.
Utah LLCs will use the Amendment to Certificate of Organization paperwork to make changes to their business. This form lets you make a variety of changes, such as your business name, your stated business purpose, or even the provisions you added to your original certificate. Basically, as long as a change is permitted by law, you can make it.
Before you begin the paperwork step, however, it’s helpful to gather the information you need for your amendment. For example, if you’re going to change your business name, you’ll want to confirm your old name and double-check that you’ve got the right spelling and designator for your new name.
The form also requests some basic information about your business, including your Entity Number (assigned when you organized) and your current business name. Gathering this information in advance can help streamline your filing process.
Keeping your business compliant with state business regulations helps it maintain its entitlement to all of its legal benefits. When you file your entity as a legal LLC in Utah, all information included in your filing becomes public knowledge. If your information changes but you don’t update it, the public may not have accurate contact information. Any changes in your registered agent should be reported as well since they are responsible for receiving service of process and other important communications on behalf of your business, but, as we mentioned above, this requires a different form.
Promptly updating your Certificate maintains accurate documentation and prevents confusion. It’s important that your Certificate of Organization reflects what is actually happening with your business.
A Utah Certificate of Existence (most states call this a Certificate of Good Standing) is an official document issued by the Department of Commerce verifying that the company is authorized to operate as a business and is in compliance with all state requirements. If your limited liability company doesn’t keep up with compliance requirements such as Utah LLC Amendments, you may not be able to obtain a Certificate of Existence. This is a problem if it’s required by potential investors, members, or business bank accounts.
Now it’s time to file your paperwork, the Amendment to Certificate of Organization form. Utah allows LLCs to file this paperwork online or by mail. Utah encourages online filing, but if you’re filing by paper, you’ll need to locate the form on the Division of Corporations website, download it, and fill it out with the information you gathered in Step 2. Submit it through the online portal or by mailing (or dropping off in person) the paper form to the Division’s office. You’ll need to submit two copies.
At the time of this writing, this form costs $37 to submit. Once your paperwork is processed, your amendment will go into effect.
Need to make changes to a Utah corporation? We’ll show you how here.
In Utah, corporations organize by filing the Articles of Incorporation; these businesses technically don’t exist until they’ve filed this form. The Articles asks for a lot of information about your business, including:
Generally speaking, if you need to make changes to this information, then you’ll need to file an amendment. However, there are two exceptions. If you’re changing your business address or your registered agent and/or registered office, you’ll instead need to file a Corporation Registration Information Change Form, which you can do online or by paper. In either case, the filing fee is $13 (as of this writing).
Utah corporations use the Articles of Amendment form to make updates to their business. This paperwork lets you make a variety of changes, from a new business name to the number of shares you issue and most other information on the original Articles of Incorporation. Generally speaking, as long as a change is permissible by law, you’re allowed to make it.
Before you dive into the paperwork step, it’s helpful to gather the information you’ll need to make your changes. For example, if you’re going to be changing your business name, you’ll want to ensure you’ve got the proper spelling for your new name and the right designator. But if you’re changing shares, you’ll want to confirm your old totals and check that you’ve got the right numbers and classes for your new distribution of shares.
Having this information on hand before you get to the paperwork step will help streamline your filing process.
The next step is to file your amendment paperwork. The state of Utah allows you to file the Articles of Amendment online or by mail, so you can pick the method that works best for you. Either way, you’ll need to fill in the form with the information you gathered in Step 2. If you’re filing online, you’ll submit it through the web portal. If you’re filing by mail, you’ll need to mail the completed form or drop it off in person at the Division of Corporations office (note that paper forms cannot be handwritten).
At the time of this writing, this form costs $37 to submit. Once the paperwork is processed, your amendment will go into effect.
Utah law states that a business’s Certificate of Organization or Articles of Incorporation can be amended or restated at any time. Utah LLC and corporation amendments serve to alter material provisions. Restatement, on the other hand, is the act of putting all the amendments together with the original Certificate of Organization or Articles of Incorporation to create a new, comprehensive formation document. There is no official form for restatement in Utah, but you can prepare your own. For guidance, see the Utah Code for restating a Certificate of Organization or Articles of Incorporation.
Both a Certificate of Amendment/Articles of Amendment and an Articles/Statement of Correction are documents used to change information on your Utah Certificate of Organization. However, an Articles/Statement of Correction is used only when you made a mistake on the original filing or it was incorrectly executed. If you need to make substantive changes, then you’ll need to stick with the amendment paperwork. The Articles/Statement of Correction form is available on the Utah Division of Corporations and Commercial Code website, and the filing fee is $12.
FAQ
You’re not required to use an attorney to file your Utah amendment paperwork. However, you may consider consulting legal counsel to understand how amendments will affect your business.
The Utah Department of Commerce allows businesses to change most Certificate of Organization or Articles of Incorporation provisions using amendments, including business name, purpose, and management structure. However, you’ll need a different form to change your business address information or your registered agent/office.
No. A Utah annual report reflects all current information about a limited liability company or corporation; Utah’s name for this report is the annual business renewal. Your business must submit one each year regardless of whether information in your Certificate of Organization or Articles of Incorporation changes.
Processing times vary depending on submission method. Changes made online usually take effect the next business day. Other methods may take 15 business days.
Utah Division of Corporations will send an acknowledgment of processing completion to your registered agent. To receive a copy as acknowledgment, file the amendment in duplicate and include a prepaid return envelope.
Disclaimer: The content on this page is for information purposes only and does not constitute legal, tax, or accounting advice. If you have specific questions about any of these topics, seek the counsel of a licensed professional.
Written by Team ZenBusiness
ZenBusiness has helped people start, run, and grow over 700,000 dream companies. The editorial team at ZenBusiness has over 20 years of collective small business publishing experience and is composed of business formation experts who are dedicated to empowering and educating entrepreneurs about owning a company.
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