Fill and Sign the Ut Corporation 497427326 Form

Prepared by U.S. Legal Forms, Inc. Copyright 2016 - U.S. Legal Forms, Inc. STATE OF UTAH PROFESSIONAL CORPORATION Control Number: UT-00INC2 The contents of this package are as follows: 1. Statutory References 2. Introduction and Law Summary 3. Forms List 4. Notes on Downloading the Forms 5. Notes on Completing the Forms 6. Instructions and Steps 7. Accessories 8. Disclaimer PROFESSIONAL CORPORATION for State-Licensed Professionals STATE OF UTAH Electronic Version Statutory References UTAH CODE, Title 16, Chapter 10a (Utah Revised Business Corporation Act) http://www.le.state.ut.us/~code/TITLE16/16_04.htm UTAH CODE, Title 16, Chapter 11 (Professional Corporation Act) http://www.le.state.ut.us/~code/TITLE16/16_05.htm Introduction and Law Summary A professional corporation organized to engage in the practice of a state-licensed profession in the State of Utah is controlled statutorily by the Utah Revised Business Corporation Act and the Professional Corporation Act. The provisions of the Professional Corporation Act, when they are inconsistent with the Utah Revised Business Corporation Act or other laws, take precedence. Additionally, a professional corporation organized to engage in the practice of a profession is subject to the rules and regulations of the Utah governing/examining Board or Agency for that profession. Nothing in the Professional Corporation Act in any way restricts or limits the authority and duty of the regulating board for the licensing of individual persons rendering professional services or the practice of the profession which is within the jurisdiction of the regulating board, notwithstanding that a person is an officer, director, shareholder or employee of a professional corporation and rendering such professional services or engaging in the practice of a profession through a professional corporation. One or more individuals, each of whom is licensed to render a professional service, may incorporate a professional corporation by filing articles of incorporation with the Division of Corporations and Commercial Code. The articles of incorporation must meet the requirements of the Utah Revised Business Corporation Act and, additionally, must contain the profession to be practiced through the professional corporation and the names and residence addresses of all of the original shareholders, directors, and officers of the professional corporation. The number of shareholder members of the board of directors may be less than the number of shareholders. When a corporation has only one shareholder, the board may consist of that shareholder. A professional corporation may be organized only for the purpose of rendering one specific type of professional service and services ancillary thereto and may not engage in any business other than rendering the professional service which it was organized to render and services ancillary thereto. A professional corporation may own real and personal property necessary or appropriate for rendering the type of professional service it was organized to render and may invest its funds in real estate, mortgages, stocks, bonds and any other type of investments. A professional corporation may issue the shares of its capital stock and a shareholder may voluntarily transfer shares of capital stock in a professional corporation only to: 1. Persons who are duly licensed to render the same specific professional services as those for which the corporation was organized; or 2. Persons other than those meeting the licensing requirements to the extent and in the proportions allowed by the applicable licensing act for the profession for which the corporation is organized. Any shares issued in violation of the statutory restrictions are void. A person may not be an officer, director, or shareholder of a professional corporation unless that person is an individual licensed to render the same specific professional services as those for which the corporation is organized or qualified to be an officer, director, or shareholder under the applicable licensing act for the profession for which the corporation is organized. However, a non-licensed person may serve as secretary or treasurer of a professional corporation. A professional corporation may render professional services only through its officers, employees and agents who are duly licensed to render those professional services. The Professional Corporation Act does not alter any law applicable to the relationship between a person rendering professional services and a person receiving such services, including liability arising out of such professional services. A professional corporation may not do or perform any act which is prohibited to be done by individual persons licensed to practice the profession which the professional corporation is organized to render. The articles of incorporation may provide for the purchase or redemption of the shares of any shareholder upon the failure to qualify or disqualification of that shareholder, or the same may be provided in the bylaws or by private agreement. In the absence of such a provision in the articles of incorporation, the bylaws, or by private agreement, the professional corporation must purchase the shares of a shareholder who is not qualified to own shares in the corporation within 90 days after the failure to qualify or disqualification of the shareholder. The price for shares so purchased must be their reasonable fair value as of the date of failure to qualify or disqualification of the shareholder. If the corporation fails to purchase shares as required by statute, a disqualified shareholder or personal representative of a disqualified shareholder may bring an action in the district court of the county in which the principal office or place of practice of the professional corporation is located for the enforcement of the statutory provisions. PRIOR TO FILING THE APPLICATION FOR RESERVATION OF BUSINESS NAME AND THE ARTICLES OF INCORPORATION FORMING A PROFESSIONAL CORPORATION WHOSE PURPOSE IS TO ENGAGE IN THE PRACTICE OF A STATE-LICENSED PROFESSION, YOU SHOULD CONTACT THE UTAH GOVERNING/EXAMINING BOARD FOR YOUR PROFESSION TO CONFIRM THAT YOU ARE IN COMPLIANCE WITH ALL OF THE BOARD’S RULES AND REGULATIONS AND TO OBTAIN ANY CERTIFICATES OR OTHER PERMISSION REQUIRED BY THE BOARD FOR FORMING A PROFESSIONAL CORPORATION. * * * Forms List The following forms are available for download with this package.  UT-NAMERESV: Application for Reservation of Entity Name  UT-00INCP: Articles of Incorporation  UT-PC-TL: Sample Transmittal Letter  UT-PC-OM: Sample Organizational Minutes  UT-PC-BL: Sample Bylaws  US-IRS-SS-4 : Application for Federal Tax Identification Number & Instructions  US-IRS-2553 : Election of “S” Corporation Status & Instructions  UT-PC-AM : Sample Annual Minutes  UT-PC-CR : Sample Corporate Notices of Meetings, Resolutions, Simple Stock Ledger & Certificate Instructions on using the forms are either included with the forms and/or found in the Steps to Incorporate section, below. * * * Notes on Downloading the Forms In order that we can provide you with the most up to date forms at all times, all forms are located on our servers for you to down load, complete and print. Downloading instructions are provided and we will assist if you have any problems. From the download page, the easiest procedure to download the forms is to right click on the form links and select “save target as” to save each form to your hard drive. You will have six days during which you can return to the forms download page to download the forms again if needed. You are advised to save the forms to your computer as soon as possible to avoid any problem with the six day limit. * * * Notes on Completing the Forms The forms in this package may be available in Adobe Acrobat (“.pdf”) and/or Microsoft Word (“.doc”) format. If available in .pdf format, the forms will contain “fillable” blanks which you can type directly into, and print. However, you can still print the form and fill in with a typewriter or by hand if you desire. If available in .doc format, the forms may contain “form fields” created using Microsoft Word. “Form fields” facilitate completion of the forms using your computer. They do not limit you ability to print the form “in blank” and complete with a typewriter or by hand. To complete the forms click on the gray shaded areas and type the information. For the separation agreement complete the gray shaded areas and also make any other changes or additions to resolve all issues. If you do not see the gray shaded form fields, go the View menu, click on Toolbars, and then select Forms. This will open the forms toolbar. Look for the button on the forms toolbar that resembles a shaded letter “a”. Click in this button and the form fields, if present, will become visible. If there are no form fields, just type into the document, underlining if necessary, to complete the form. Some forms may be “locked” which means that the content of the forms cannot be changed unless the form is unlocked. You can only fill in the information in the fields. If you need to make any changes in the body of the form, it is necessary for you “unlock” or “unprotect” the form. IF YOU INTEND TO MAKE CHANGES TO THE CONTENT, DO SO BEFORE YOU BEGIN TO FILL IN THE FIELDS. IF YOU UNLOCK THE DOCUMENT AFTER YOU HAVE BEGUN TO COMPLETE THE FIELDS, WHEN YOU RELOCK, ALL INFORMATION YOU ENTERED WILL BE LOST. To unlock click on “Tools” in the Menu bar and then selecting “unprotect document”. You may then be prompted to enter a password. If so, the password is “uslf”. That is uslf in lower case letters without the quotation marks. After you make the changes relock the document before you begin to complete the fields. After any required changes relock the form, then click on the first form field and enter the required information. You will be able to navigate through the document from form field to form field using your tab key. Tab to a form field and insert your data. If you experience problems, please let us know. * * * Steps to Incorporate The practice of a state-licensed profession in the State of Utah is controlled, generally, by the statutory mandates set out in the statutes noted above, in statutes applicable to your profession, and by the rules and regulations established by the Utah Board or other governing entity for your profession. You should check with your governing entity to determine if there are any additional rules or regulations promulgated with which you must comply, any certificate of compliance or licensure you must obtain, etc. Step 1: See FORM: UT-NAMERESV APPLICATION FOR RESERVATION OF ENTITY NAME It is recommended that you reserve a corporate name in order to assure that your Articles of Incorporation are not rejected because the name you have selected is not available. You may skip this step and go to step 2, but if the corporate name you have selected is not available, the Articles of Incorporation will be returned to you. 1. Provide the corporate name that you want to reserve. § 16-11-16 - Corporate name (1) The name of each professional corporation as set forth in its articles of incorporation: (a) shall contain the terms: (i) "professional corporation"; or (ii) "P.C."; (b) may not contain the words: (i) "incorporated"; or (ii) "inc."; (c) may not contain language stating or implying that the professional corporation is organized for a purpose other than that permitted by: (i) Section 16-11-6; and (ii) the professional corporation's articles of incorporation; (d) without the written consent of the United States Olympic Committee, may not contain the words: (i) "Olympic"; (ii) "Olympiad"; or (iii) "Citius Altius Fortius"; and (e) without the written consent of the Division of Consumer Protection in accordance with Section 13-34-114, may not contain the words: (i) "university"; (ii) "college"; or (iii) "institute." (2) The professional corporation may not imply by any word in the name that it is an agency of the state or of any of its political subdivisions. (3) A person, other than a professional corporation formed or registered under this chapter, may not use in its name in this state any of the terms: (a) "professional corporation"; or (b) "P.C." (4) Except as authorized by Subsection (5), the name of the professional corporation must be distinguishable, as defined in Subsection (6), upon the records of the division from [any other name registered with the Division of Corporations]. (5) (a) A professional corporation may apply to the division for authorization to file its articles of incorporation under, or to register or reserve, a name that is not distinguishable upon its records from [another registered name]. 2. In this section you should state: "To engage in the practice of [your profession] and in any and all other lawful businesses for which professional corporation organized to engage in the practice of __________________ may participate." Print the name, STREET address, and daytime telephone number of the Applicant. Have the Applicant sign the Application. A name is reserved for 120 days. File the original and one copy of the Application. The filing fee is $22.00. Prior to submitting the Application for filing, you may check the availability of the proposed name by calling 801-530-4849. A telephone check does not reserve a name or guarantee its availability when you file your Application . Mail the original and one copy of your RESERVATION OF BUSINESS NAME APPLICATION, and the $22.00 filing fee (make check payable to the State of Utah) to the address on the form. Step 2: See FORM: UT-00INCP ARTICLES OF INCORPORATION Once you have reserved the corporate company name you are ready to complete the Articles of Incorporation. The Certificate of Incorporation should by typewritten or printed in black ink. Detailed instructions are included with the form. Mail the original and one copy of the ARTICLES OF INCORPORATION and the $52.00 filing fee to the address on the form (make check payable to the State of Utah). A cover letter to send with ARTICLES OF INCORPORATION is below. See FORM: UT-PC-TL SAMPLE TRANSMITTAL LETTER Step 4: Upon return of the Articles of Incorporation, conduct an Initial meeting at which time directors and officers are elected, by-laws are adopted, and other action is taken. See FORM: UT-PC-OM SAMPLE ORGANIZATIONAL MINUTES See FORM: UT-PC-BL SAMPLE BY-LAWS Step 5: Apply for a Federal Tax Identification Number. This is done with form IRS-SS- 4. Mail to your regional IRS office. See Supplemental Form: US-IRS-SS-4 APPLICATION FOR FEDERAL TAX ID & INSTRUCTIONS Step 6: If you elect Subchapter S status so that the corporation income and losses will pass to the shareholders, complete and file form 2553 with the Internal Revenue Service. It is important that this form be filed timely or the corporation will have to pay the C Corporation tax rate. See Supplemental Form: US-IRS-2553 ELECTION OF S-CORPORATION STATUS & INSTRUCTIONS Step 7: Open a Corporate bank account and conduct business. Step 8: Hold an annual meeting of the directors and shareholders at least once a year to elect directors and officers for the upcoming year and to take action as needed. See FORM: UT-PC-AM SAMPLE ANNUAL MINUTES General: For your convenience, additional forms are included such as Sample Corporate Notices of Meetings, Resolutions, Simple Stock Ledger & Certificate. See Supplemental Form: UT-PC-CR * * * Accessories U. S. Legal Forms, Inc. offers the following corporate accessories: Corporate Seal: If you would like to order a corporate seal call U.S. Legal Forms, Inc. at (601) 825-0382. Engraved with your name: $24.95 plus shipping, or see http://www.uslegalbookstore.com/officeproducts/ Corporate Books: See http://www.uslegalbookstore.com/officeproducts/ Imprinted (or blank) Lithographed Stock Certificates: Preview: http://www.uslegalforms.com/images/cert2.gif Order for your state: http://www.uslegalforms.com/stock-certificates.htm * * * Disclaimer THESE MATERIALS ARE PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OF INTELLECTUAL PROPERTY, OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL U. S. LEGAL FORMS, INC. 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