Utah Division of Corporations

Corporation and LLC filings are not handled by the Utah Secretary of State, but are instead handled by the Department of Commerce, Division of Corporations (the "Division"), SM Box 146705, Salt Lake City, Utah 84114.

In addition to handling corporation and limited liability company filings, the Division handles matters related to trademarks. The Division is not responsible for the administration of the Utah securities laws. That responsibility is handled by the Division of Securities.

The Division of Securities notes that "Prior to offering or selling securities, they must either be registered or exempt from registration. An organization may register securities in Utah by one of three ways: qualification, coordination, or notification. Qualification registration is usually done when a company is only registering their securities in the state of Utah. Coordinated registrations occur when an organization is also registering their securities with the federal government and they simply file with the state, copies of the documents filed with the federal government. And notification registration is usually only available for large established companies. Each form of registration has very specific filing requirements.There are numerous exemptions available that may relieve an organization from registering their securities... There are 31 different exemptions with varying requirements. Some exempt the securities themselves, while others provide an exemption for transactions." Virtually all of the states have these "blue sky laws", and these laws differ from state to state.

In Utah, as in most states, the question is what to put in the articles and what to reserve for the bylaws (or for the operating agreement in the case of a limited liability company). While there is no hard and fast rule on this question, the fact that amendments to the articles must be filed with the state (incurring additional costs) is an argument in favor of deferring as much as possible of the optional provisions for the bylaws (or the operating agreement), rather than putting those optional provisions in the articles. On the other hand, where there are multiple participants in the company, including those optional provisions in the articles can provide a measure of security to the minority participants.

For matters not unique to Utah, but common to many states, see common concerns.