Utah Statutory Business Entities and OSBR UBLA Annual Meeting 9 October 2014

What Will We Cover Today? Business entities filed in Utah Department of Commerce, Division of Corporations and Commercial Code Business entities filed in Utah Department of Commerce, Division of Corporations and Commercial Code Discussion of filing data elements Discussion of filing data elements OSBR OSBR Discussion of OSBR value to business licensing agencies Discussion of OSBR value to business licensing agencies Questions? Questions?

DBAs or Doing Business As UCA § Most informal Most informal File the application on our website or online File the application on our website or online Must list owner(s) Must list owner(s) Can be sole proprietor, partnership, or nickname of another entity Can be sole proprietor, partnership, or nickname of another entity Simple formation but can convert Simple formation but can convert Good for 3 years Good for 3 years Ends when you want it to or you do…or don’t renew Ends when you want it to or you do…or don’t renew

General Partnership (GP) UCA §48-1d-303 New filing type….since 2014 New filing type….since 2014 MAY choose to file MAY choose to file Statement of partnership – form on our web site Statement of partnership – form on our web site List all partners List all partners Can convert, merge, or amend Can convert, merge, or amend Duration is 5 years Duration is 5 years Ends when you choose or don’t renew Ends when you choose or don’t renew

Limited Liability Partnership (LLP) UCA §48-1d-1101 Like a DBA but a bit of liability protection Like a DBA but a bit of liability protection File using our form on the web site or a narrative with the proper information File using our form on the web site or a narrative with the proper information Must renew annually Must renew annually Must give at least one managing partner and the number of other general partners Must give at least one managing partner and the number of other general partners Ends when you decide or don’t renew Ends when you decide or don’t renew Can be domestic, foreign or PLLP (personal services limited liability partnership) Can be domestic, foreign or PLLP (personal services limited liability partnership) Can convert or merge Can convert or merge

Limited Partnership (LP) UCA §48-2e-201 More formal than previous entities More formal than previous entities File certificate of limited partnership – form on web site or narrative File certificate of limited partnership – form on web site or narrative Renews annually Renews annually Must list general partner, but doesn’t list limited partners Must list general partner, but doesn’t list limited partners Can amend, merge, convert Can amend, merge, convert Ends with filing of cancellation (or dissolution) Ends with filing of cancellation (or dissolution) Variations: domestic or foreign, L3P Variations: domestic or foreign, L3P

Limited Liability Company (LLC) UCA §48-3a-et al More formal than previous entities More formal than previous entities File certificate of organization File certificate of organization Renews annually Renews annually By first annual report must list at least one “governing person” but not always managers or members By first annual report must list at least one “governing person” but not always managers or members Can amend, merge, convert Can amend, merge, convert Ends with filing of dissolution Ends with filing of dissolution Variations: domestic or foreign; series, L3C, professional Variations: domestic or foreign; series, L3C, professional

Corporation (corp, inc, co) UCA §16-6a or 16-10a Most formal entity type Most formal entity type File articles of incorporation File articles of incorporation Renews annually Renews annually By first annual report must list officers and directors, but never shareholders By first annual report must list officers and directors, but never shareholders Can amend, merge, convert Can amend, merge, convert Ends with filing of dissolution 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) 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 Real Estate Investment Trust (REIT) UCA §16-12 Real Estate Investment Trust (REIT) UCA §16-12 Business Development Corporation – UCA §16-13 Business Development Corporation – UCA §16-13 Business Trust – UCA §16-15 Business Trust – UCA §16-15 Uniform Limited Cooperative Association – UCA §16-16 Uniform Limited Cooperative Association – UCA §16-16 Corporation Sole – UCA § no new ones allowed to file Corporation Sole – UCA § no new ones allowed to file

What is Available? We only collect what the statute allows We only collect what the statute allows All information is public All information is public Images of filings are available Images of filings are available To get info online go to To get info online go to We can authorize a “freebie” subscription login for licensing offices to get the principals info and images. We can authorize a “freebie” subscription login for licensing offices to get the principals info and images.

Online Services DBA registration DBA registration LLC reinstatements LLC reinstatements Renewals for all entities Renewals for all entities Changes and updates to principals info Changes and updates to principals info OSBR OneStop Business Registration OSBR OneStop Business Registration Almost everything we do is online now….okay, not quite Almost everything we do is online now….okay, not quite

What’s Not Online Conversions, dissolutions, and simple amendments (name changes) …coming soon Conversions, dissolutions, and simple amendments (name changes) …coming soon Most amendments not available online Most amendments not available online Mergers not available online Mergers not available online DBA transfers not available online DBA transfers not available online Dissolutions or cancelations Dissolutions or cancelations

OSBR (we’re here for you) 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. 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 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! 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 Working with Salt Lake City to automate the process – others to follow Easy and cheap to sign up Easy and cheap to sign up

What Does It Take To Join? Team Spirit!!!! Team Spirit!!!! Meet with OSBR members who will give you a presentation and sign up packet Meet with OSBR members who will give you a presentation and sign up packet Sign the contract and pay $500 activation fee Sign the contract and pay $500 activation fee Determine level of integration and export requirements Determine level of integration and export requirements Provide your forms and link to your site Provide your forms and link to your site Set up to receive your city-specific data electronically Set up to receive your city-specific data electronically Customer gets your form pre-populated to deliver to your office Customer gets your form pre-populated to deliver to your office

What Are The Benefits? Daily download of new businesses in your geographic area so you can welcome them to the neighborhood 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 Import of data to avoid duplicate data entry Improve customer service by providing a single site to input their information Improve customer service by providing a single site to input their information Data has already been verified through OSBR Data has already been verified through OSBR Receive more complete information that is exactly the same as the state has Receive more complete information that is exactly the same as the state has

Who You Gonna Call? Kathy Berg – Utah Division of Corporations & UCC Kathy Berg – Utah Division of Corporations & UCC Kelvin Hulet – Utah Interactive Kelvin Hulet – Utah Interactive our website our website