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Utah Articles of Incorporation Nonprofit Corporation |
The Utah Articles of Incorporation Nonprofit Corporation is the template form presenting the format for the information required by the Utah Secretary of State Division of Corporations and Commercial Codes. Examples of the information required by this governing body include, but are not limited to, the Identity and Location of the Incorporators, Directors, and Registered Agent, the location of the Principal Office, and the whether or not the forming nonprofit will have Members. This template form is meant to accompany any and all information that is required of the entity attempting to incorporate as a nonprofit corporation and these requirements will vary from entity to entity. For instance, nonprofit corporations that intend on applying for Tax Exempt Status with the IRS, in the future, will need to use different wording in the articles being submitted then a nonprofit corporation with no intention of applying for this status with the I.R.S. Bear in mind, those entities intending on applying for Tax Exempt Status should consult with the I.R.S. prior to filling out this form. All Incorporators are encouraged to seek a consultation with a Utah attorney before filling out these articles.
When it is time to file these articles with the Utah Secretary of State Division of Corporation and Commercial Codes, a $30.00 Filing Fee will need to be submitted as well. You may pay by cash, check, money order or credit card if filing in person. If filing by mail, you may pay by check or money order. If filing by fax or online, you will need to pay with a credit card. In order to file by fax, you will need to include a completed Utah Fax Cover Letter with the articles being submitted. All checks should be made payable to “State of Utah.” In the event, you wish the processing time to be expedited to 24 hours, you must request this and add an additional $75.00 to the original Filing Fee to cover the costs of this service.
How To File
Step 1 – Use the “Download Form” link above to save the Utah Articles of Incorporation Nonprofit Corporation to the hard drive of your machine. All the information in these articles must be supplied in full. If there is not enough room, you must continue on a separate document that is clearly labeled then attached. If you are faxing this filing then you must include a completed Utah Fax Cover Letter in the submission package. You may obtain this document by downloading it from the link labeled “Download Cover Letter” above. Note: You may not enter the information by hand. You may only use an appropriate PDF program to enter the information on screen or print it then use a typewriter.
Step 2 – In Article One, report the Full Name of the Utah nonprofit corporation that is being formed by this document, including the corporate designator, on the blank space.
Step 3 – In Article Two, use the blank line to define the purpose of forming this nonprofit corporation.
Step 4 – In Article Three, report the Full Name of the Utah Registered Agent, obtained by and for the nonprofit corporation, on the blank line labeled “Name.” If this entity is a noncommercial Utah Registered Agent, you must also report the Full Address of the Registered Office’s actual location using the next two lines. The second line, in this article, should have the Building Number, Street, and Suite Number reported while the third line should contain the City, State, and Zip Code.
Step 5 – Article Four must bear the Name, Address, and Signature along with the Date of Signature provided by all Incorporators. On the first line, Print the full Name of the Incorporator. On the second line, enter the Address the Incorporator wishes to use (this may be a Business Address). Then on the third line, the Incorporator must Sign his or her Name then enter the Date he/she has Signed this document.
Step 6 – In Article Five, you must indicate whether the forming domestic nonprofit corporation will have Members or not. If this entity will have members then mark the first radio button. If this entity will not have Members then select the second radio button.
Step 7 – In Article six, report whether the nonprofit corporation will issue shares involving membership or interests in water or property rights. If so fill in the first bubble of the first statement in this article. If not, then fill in the second bubble. If the nonprofit does have the authority to issue shares, then report the total number in the first box in this section. If such shares are divided into Classes place a check in the first box in the sentence beginning with the words “The shares…” If not, then place a check mark in the second box of this sentence. If the nonprofit corporation may issue shares, divided into Classes, then Identify the Class designation in the box labeled “Type 1,” enter the Total Number of Shares for this Class in the box labeled “Number of Shares.” Then, using the “Statement” box, report any privileges, rights, limitations, etc. of that Class. There are enough room for two Class types to be reported. If there are more make sure to draw up this remaining information in an attachment and include it with the submittal package for these articles.
Step 8 – Article Seven will bind the nonprofit corporation to distributing its assets, upon Dissolution, according to Utah State Laws.
Step 9 – In Article Eight, the Principal Office Address must be reported. Enter the Street Address on the first part of the blank line provided. Then on the second half of the line, report the City, State, and Zip Code.
Step 10 – In Article Nine, enter the Name and Address for each Director and Trustee of this corporation. There will be a drop down menu provided to indicate if you are entering a Director Name or a Trustee Name. If you are printing then filling this out by hand make sure you note the Title in the space above the word “Position.”
Step 11 – The last section of this form is optional. You may choose to fill it out or you may choose to leave it blank. This will not affect the filing process. If the business owner is a woman then select the radio button labeled “Yes” on the first line. If not, then select the radio button labeled “No” on the first line. If the business owner is a minority, then select the radio button labeled “Yes” on the first line. If the business owner is not a minority, then select the radio button labeled “No” on the second line. If the business owner is a minority, indicate the race of the business owner in the field labeled “If yes, please specify.”
Step 12 – Make sure all the information present is up-to-date and correctly reported. When this has been done, make a copy of the completed Utah Articles of Incorporation Nonprofit Corporation. This filing must be made in duplicate (one original and one copy). All documents and additional filings or permissions necessary for the submission of these articles must be included with a full payment of the Filing Fee. The Filing Fee for the Utah Articles of Incorporation Nonprofit Corporation is $30.00. This may be paid for in cash, with a check, a money order, or a credit card when submitting this filing in person. When filing by fax, you will need to include a completed Utah Fax Cover Letter, and pay with a credit card. If you wish to file on line, you will also need to pay the Filing Fee with a credit card. You may only use a check or money order to pay this fee, if filing in person or by mail. All checks and money orders submitted for the purpose of paying the Utah Articles of Incorporation Nonprofit Corporation must be payable to “State of Utah.”
Mail To:
State of Utah, Division of Corporations & Commercial Code
160 East 300 South, 2nd Floor, Box 146705
Salt Lake City, UT 84114-6705
Bring To:
State of Utah, Division of Corporations & Commercial Code
160 East 300 South, Main Floor
Salt Lake City, UT 84114-6705
Fax To:
(801) 530-6438
How To File Online
Step 1 – Go to the OneStop Online Business Registration page by clicking on this address: https://secure.utah.gov/account/log-in.html. Locate the Log In area on the right side of the page then, enter your Username and Password in the appropriate areas. When you have done this, select the button labeled Log In.
Step 2 – Select the button labeled “Register a new Business” to begin the registration process of the nonprofit corporation being formed by these articles.
Step 3 – The OneStop Online Business Registration information page will provide several sources regarding the online Registration Process. When you are ready, select the button labeled “Begin Registration.”
Step 4 – If you are ready to form/register the nonprofit corporation then select the button labeled “I am registering a new business in Utah.” This will direct the browser to the preliminary questions that must be answered before filing the online Utah Articles of Incorporation Nonprofit Corporation.
Step 5 – This page is composed of a series of Yes/No questions. Each question will provide a bubble labeled “Yes” and a bubble labeled “No.” You must answer each question. The questions on this page will range from topics such as the nature of the business to the types of activities it will engage in. Below this questionaire will be a space where you may choose to give a third party the authority to receive notifications regarding this filing. This is optional. Answer each question, then select the button labeled “Continue.”
Step 6 – Read the information on this page regarding the information you will need to fill this online form out correctly. Then when you are ready, select the button labeled “Continue.”
Step 7 – This page will display your place in the Registration Process. You will be redirected here after completing each section. This will enable you to keep your work saved for a later date in the event you are not able to continue with the form at any point. When you are ready, select the button labeled “Next Step.”
Step 7 – Next, you will be asked to answer several more questions. These questions will mainly concern themselves with the nonprofit corporation’s status with the IRS and Utah Tax Commission. Select the “Yes” radio button or the “No” radio button to indicate the correct answer to that question. When you are ready select the button labeled “Continue.”
Step 8 – This page will enable you to review your answers. Make sure you have answered each one correctly then when you are ready select the button labeled “Yes.”
Step 9 – The Registration Home page will display your place in the online Registration process. When you are ready select the button labeled “Next Step.”
Step 10 – Next, you will need to define the type of entity you will be registering here. First, locate the drop down list labeled “Entity Type.” Select “Corporation” from the list provided. Below this will be another drop down list field, where you may further define the type of corporation being formed. From this list select the choice “Domestic nonprofit (in Utah).”
Step 11 – Below the entity definition area will be a disclaimer regarding the IRS. Read all the information provided, then from the drop down list provided, select the code appropriate for the nature of your business. In this case, we will select “Charitable relief of the poor, distressed, or underprivileged.”
Step 12 – If the nonprofit corporation being formed by this online form will have members then mark the radio button labeled “Yes” to the left of the question “Will organization have voting members?” If not, then select the radio button labeled “No.” When you are ready select the button labeled “No.”
Step 13 – This page will act as a method for you to verify the information you have entered is correct. Review the information you have entered, then select the button labeled “Yes.”
Step 14 – The Registration Home page will display the steps you have taken and the next step. When you are ready, select the button labeled “Next Step.”
Step 15 –Next, you will need to enter the Full Name of the nonprofit corporation in the field labeled “Business Name.” Then in the drop down list below, select the word of incorporation you wish to include in the Name from the drop down list (i.e. Corporation, Corp., etc.). When you are ready, select the button labeled “Perform Search.”
Step 16 – This page will inform you as to whether the Name you have chosen is available or not. If it is not, then try searching for another Name. If it is, then select the button labeled “Request Business Name.”
Step 17 – This page will require that you pay $22.00 to reserve the Name. This is required for the online process. The $22.00 paid for this Reservation Fee will be considered nonrefundable should you decide to change the Name or abort filing these articles. Otherwise, this fee will be applied to the Filing Fee ($70.00). When you are ready, select the button “Continue.”
Step 18 – Next, you will need to enter the Credit Card information as well as the Cardholder information. You may opt to enter a partial payment from more than one card by indicating the amount at the bottom of the page. It is generally recommended to use one credit card with enough money to pay this fee in full. When you are ready, select the button labeled “Continue.”
Step 19 – This next page will enable you to verify the Cardholder and Credit Card information you have entered on the previous screen. If it is correct, select the button labeled “Continue.”
Step 20 – This page will act as a receipt for your payment. It will only display if the payment has been processed successfully. You may print this page by using the “Print” button. When you are ready to proceed, select the button labeled “Continue.”
Step 21 – This page will act as a record for the Date and Time you have submitted the required payment for the Requested Business Name. Read the information regarding your purchase, then select the button labeled “Continue Your Registration.” This will return you to the Registration Home page. If you are ready to continue to the next step, select “Next Step” from the Registration Home Page.
Step 22 – This page will require some information regarding the basics of your business. At the top of the page, enter the Business Address for the nonprofit corporation being formed. This will require the Building Number, Street, and Unit Number to be entered in “Address Line 1.” The next text field, “Address Line 2,” is provided in case more room is necessary. Next, report the City, State, Zip Code, County, Business Phone Number, and Business Fax utilizing the appropriately labeled fields. If the nonprofit corporation will operate any DBA businesses then select the radio button labeled “Yes” below the Address Section. If not, then select the radio button labeled “No.”
Step 23 – You will now be required to define the Nature of the nonprofit corporation being formed using three NAICS code fields. The first one, “Basic Nature/purpose of your business” will require a general one. The next one, “more detailed nature/purpose” will seek to tighten this category. The third drop down list, “More detailed nature/purpose” will seek a specific definition. For our purposes we will use, “81,” “813,” and “81311.”
Step 24 – The next area is text box where you may write the Purpose of the nonprofit corporation being formed. Note: Specific 501(c)(3) language may be required if the corporation will seek Tax Exempt Status in the future. Note: It is strongly recommended to consult the Internal Revenue Service regarding this prior to entering information on this form.
Step 25 – In the “Business Dates” section, use the drop down lists provided (Month, Day, Year) to report when the nonprofit corporation first engaged in corporate activity in the State of Utah or report when the nonprofit corporation will begin to engage in corporate activities in the State of Utah.
Step 26 – Use the drop down list on the next line to select the Month of the end of the Fiscal Year for this nonprofit corporation.
Step 27 – Several more questions will need to be answered. Each one will be a Yes/No question requiring that you either choose the corresponding radio button labeled “Yes” or “No” to indicate the answer. Topics covered will include Hazmat Materials, Employees, Employee Withholding Accounts, Sales Tax Accounts, and your history as a Governing Body in a Business Entity such as a corporation. When you have entered all the necessary information and are ready to proceed, select the button labeled “Continue.”
Step 28 – This page will give you an opportunity to review the information you have entered. You may save it and return at a later date or you may select “Continue” to proceed to the next step. Select the button labeled “Continue” when you are ready to proceed.
Step 29 – This is the Registration Home page. When you are ready, select the button labeled “Next Step.”
Step 30 – The top of this page will display the Business Address you entered earlier. You will be required to report the Primary Business Address on this page. If it is the same as the Business Address you entered earlier, then place a check mark in the box labeled “If primary physical business address is the same as your business headquarters address above…” This will auto populate the Address fields below. If this is not applicable then you must enter the Physical Address of the Primary Location for the nonprofit corporation using the “Address Line 1,” “Address Line 2,” “City,” “State,” “Zip,” “County,” “Business Phone,” and “Fax” fields provided. Next you will be required to select the radio button labeled “Yes” if the Primary Business Address is a DBA or “No,” if it is not.
Step 31 – The next section, “Location -specific activity information,” will require you enter the NAICS codes for this business utilizing three drop down lists – each more specific then the previous one. Select the appropriate NAICS from the drop down lists provided
Step 32 – The next section will require you define the Hours of Operation of this location. Use the first one to select the time this location opens and the second one to select the time this location closes.
Step 33 – The next question will ask if this is a Home Based Business. If so, mark the radio button labeled “Home.” If not, select the radio button labeled “Commercial.”
Step 34 – Indicate when this location will start transacting business using the drop down list by indicating the Month, Day, and Year.
Step 35 – Next, there will be a series of question seeking to define certain specifics regarding your business (ranging from Hazmat handling to any Sales Product requiring special handling. Select “Yes” for each statement that applies or “No” for each statement that does not. When you are done, select the button labeled “Continue.”
Step 36 – Verify all the information on this page. When you are ready, select the button labeled “Yes.”
Step 37 – You will be redirected to the Registration Home page. When you are ready to continue, select the button labeled “Next Step.”
Step 38 – Next you will need to Add information for one Incorporator, one Registered Agent, and three Directors to the Table displayed below. To begin this, select the button labeled “Add Principal.”
Step 39 – This next screen will require you to first define the Title of the individual being reported. Check the box labeled either “Director” or “Trustee” to begin satisfying the three Director/Trustee requirement.
Step 40 – Below the Title section, select the first radio button if the Director you are reporting is an individual. If the Director you are reporting is an organization, then check the second radio button. The proper Name fields will generate so that you can report the Identity of the Director being reported. Below the Name, you must report the Full Address, Social Security Number, ITIN, or FEIN (depending on the entity type), Daytime Phone Number, and Evening Phone Number of the party being reported. When you are done, select the button labeled “Continue.”
Step 41 – From here, you may review the information you have just entered. When you are ready select the button labeled “Continue.” You will be redirected to the Director Table from the previous page. You must add the required Principals for the entity type you are registering by repeating steps 19-22. When you are ready to proceed select the “Continue” button beneath the table.
Step 42 – The browser will bring you to Registration Home page when you have confirmed the finished defining the Ownership and Management information section. When you are ready, select the button labeled “Next Step.”
Step 43 – This page will require the nonprofit corporation’s FEIN number. If you do not have an FEIN number, the information on this page will provide you with three options for having this issued to you. Enter your FEIN in the text field labeled Federal Employer Identification Number. When you are ready, select the button labeled “Continue.”
Step 44 – You will be able to review the information you have just entered on this page. If it looks correct, select the button labeled “Yes.”
Step 45 – The Registration Home page should show a check mark next to all the completed sections and a red exclamation point to indicate those steps pending approval. Make sure that all sections not pending approval have a check mark next to them then select the button labeled “Next Step.”
Step 46 – Each Principal or an Attorney in Fact acting on behalf of the Principal listed earlier must provide an Electronic Signature. First indicate if the Signature Party will be an Attorney in Fact by selecting the first radio button or if it will be a Principal providing his or her Electronic Signature by selecting the second radio button. When you are ready, select the button labeled “Continue.”
Step 47 – The Signature Party must read the paragraph present then type in his or her Name in the field labeled “Signature.” You may save this to continue at a later time or you may select the “Continue” button. Once all the required Signatures have been provided you will be directed to the payment information page where you may pay for and submit the Utah Articles of Incorporation Nonprofit Corporation. The Filing Fee for this will be $30.00. The $22.00 Name Reservation Fee paid for earlier will be applied to this.
