Utah Statutory
Business Entities
and
OSBR
UBLA Annual Meeting
9 October 2014
What Will We Cover Today?
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Business entities filed in Utah Department of
Commerce, Division of Corporations and
Commercial Code
Discussion of filing data elements
OSBR
Discussion of OSBR value to business
licensing agencies
Questions?
BUSINESS ENTITIES
REGISTERED AT
DIVISION OF
CORPORATIONS
ENTITY TYPE
Sole Proprietor
General Partnership
Limited Liability
Partnership
Limited Partnership
(variations:
Limited Liability
Limited
Partnership/L3P)
Limited Liability
Company
(variations:
L3C, series,
professional,)
Corporation
(variations:
Profit, non-profit,
professional, benefit)
FORMATION
Single
individual doing
business
Two or more
persons doing
business
PRINCIPALS
Only self
DURATION
If filed with Division
– 3 years
Each partner
3 years if using DBA
or 5 years if filing
statement of
partnership
Two or more
persons doing
business with
limited liability
One or more
Yes, certificate of
general partners limited partnership
and one or more
limited partners
General partner and
number of other
partners
Annual renewal
required
One or more
persons
Manager or
member or
governing person
Complex
business
structure
FILE W/DIVISION
Only if using an
assumed name –
file DBA
Only if using an
assumed name –
file DBA OR –
File as a GP
statement
Yes, using our form
Yes, certificate of
organization
Yes, articles of
incorporation
General partner
Annual renewal
required
Also see statement
of authority
Officers and
directors
NAME
Can add
company or
catchy name
Can add
company or
catchy name
Must have
LLP
Must have
LP
Perpetual
Annual renewal
required
Must have
LLC, LC or
company
Perpetual
Annual renewal
required
Must have
Inc, corp,
company,
etc.
DBAs or Doing Business As
UCA §42-2-5
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Most informal
File the application on our website or online
Must list owner(s)
Can be sole proprietor, partnership, or nickname of
another entity
Simple formation but can convert
Good for 3 years
Ends when you want it to or you do…or don’t renew
General Partnership (GP)
UCA §48-1d-303
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New filing type….since 2014
MAY choose to file
Statement of partnership – form on our web
site
List all partners
Can convert, merge, or amend
Duration is 5 years
Ends when you choose or don’t renew
Limited Liability Partnership (LLP)
UCA §48-1d-1101
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Like a DBA but a bit of liability protection
File using our form on the web site or a narrative with
the proper information
Must renew annually
Must give at least one managing partner and the
number of other general partners
Ends when you decide or don’t renew
Can be domestic, foreign or PLLP (personal services
limited liability partnership)
Can convert or merge
Limited Partnership (LP)
UCA §48-2e-201
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More formal than previous entities
File certificate of limited partnership – form on web
site or narrative
Renews annually
Must list general partner, but doesn’t list limited
partners
Can amend, merge, convert
Ends with filing of cancellation (or dissolution)
Variations: domestic or foreign, L3P
Limited Liability Company (LLC)
UCA §48-3a-et al
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More formal than previous entities
File certificate of organization
Renews annually
By first annual report must list at least one
“governing person” but not always managers or
members
Can amend, merge, convert
Ends with filing of dissolution
Variations: domestic or foreign; series, L3C,
professional
Corporation (corp, inc, co)
UCA §16-6a or 16-10a
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Most formal entity type
File articles of incorporation
Renews annually
By first annual report must list officers and directors,
but never shareholders
Can amend, merge, convert
Ends with filing of dissolution
Variations: domestic or foreign; profit or non-profit,
professional (UCA §16-11), benefit (UCA §16-10b),
sole(UCA §16-7), professional (UCA §16-11)
Other less known entities
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Real Estate Investment Trust (REIT) UCA
§16-12
Business Development Corporation – UCA
§16-13
Business Trust – UCA §16-15
Uniform Limited Cooperative Association –
UCA §16-16
Corporation Sole – UCA §16-7 - no new ones
allowed to file
What is Available?
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We only collect what the statute allows
All information is public
Images of filings are available
To get info online go to
https://secure.utah.gov/bes/action/index
We can authorize a “freebie” subscription
login for licensing offices to get the principals
info and images.
Online Services
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DBA registration http://www.corporations.utah.gov/online_bus_reg.html
LLC reinstatements http://www.corporations.utah.gov/reinbus.html
Renewals for all entities
http://www.corporations.utah.gov/onlinechangeforms.html
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Changes and updates to principals info
http://www.corporations.utah.gov/bric.html
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OSBR OneStop Business Registration www.osbr.utah.gov
Almost everything we do is online now….okay, not
quite
What’s Not Online
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Conversions, dissolutions, and simple
amendments (name changes) …coming soon
Most amendments not available online
Mergers not available online
DBA transfers not available online
Dissolutions or cancelations
OSBR (we’re here for you)
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An online single system to allow businesses to
register, get tax numbers, get unemployment
numbers, get an FEIN, get a pre-populated business
licensing form.
Gives filer 120 days to complete registration
Gives our partners a good opportunity to see who’s
doing business in their community and whether they
should pay them a social call!
Working with Salt Lake City to automate the process
– others to follow
Easy and cheap to sign up
What Does It Take To Join?
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Team Spirit!!!!
Meet with OSBR members who will give you a
presentation and sign up packet
Sign the contract and pay $500 activation fee
Determine level of integration and export
requirements
Provide your forms and link to your site
Set up to receive your city-specific data electronically
Customer gets your form pre-populated to deliver to
your office
What Are The Benefits?
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Daily download of new businesses in your
geographic area so you can welcome them to
the neighborhood
Import of data to avoid duplicate data entry
Improve customer service by providing a
single site to input their information
Data has already been verified through OSBR
Receive more complete information that is
exactly the same as the state has
Who You Gonna Call?
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Kathy Berg – Utah Division of Corporations &
UCC
801.530.6216
kberg@utah.gov
Kelvin Hulet – Utah Interactive
801.983.8413
kelvin@utahinteractive.org
www.corporations.utah.gov our website