Set up a Utah S Corp

S Corporation requirements and limitations

Not every business can become an S Corporation. If you want your business to be an S Corp, it must normally do the following: 

• Be a domestic entity
• Not exceed 100 shareholders 
• Have only one class of stock
• Have only permissible shareholders, such as estates, individuals, and certain trusts, but not partnerships, non-resident immigrants, or corporations
• Not be an ineligible corporation, including insurance companies, domestic international sales corporations, or certain financial institutions

Depending on the kind of business you want to run, this list of requirements might be too prohibitive, or it might be insignificant. It’s best to speak to tax or financial professionals (such as payroll and accounting services) about your needs and options. 

What to know before creating an S Corporation in Utah

What is an S Corporation? 

Although an S Corporation sounds like a distinct business type, it isn’t. An S Corp is a tax designation you choose for a business you’ve already formed. Giving your business S Corp status can give your business tax perks it might not normally have. 

What’s the difference between an S Corporation and C Corporation? 

Two of the biggest differences many people recognize between S Corporations and C Corporations are the limitations that S Corporations have and the heftier tax liabilities C Corps often have.

Unlike S Corporations, C Corporations can normally issue more stocks to more kinds of shareholders. Owners of C Corps also have more options for the kinds of businesses they want to run. These differences can be significant, but one of the most significant differences for many is the way each kind of business pays taxes.

C Corporations typically have the burden of double taxation. This means that a C Corporation pays income taxes at the corporate level, and then corporation shareholders pay personal income tax on their distributions from the corporate income.

S Corporations normally have the benefit of pass-through taxation. With pass-through taxation, the S Corp itself doesn’t pay taxes, just the shareholders pay personal income taxes and self employment tax on their distributions from the business’s income. 

What are the requirements to create an S Corporation?

Before a business can become an S Corporation, it has to operate within the limitations we listed above and file the proper paperwork. The main part of your Utah S Corporation filing requirements is submitting Form 2553 to the Internal Revenue Service. To properly submit the form, your business needs to have an Employer Identification Number (EIN).

We can help you get your EIN in no time with our Employer ID Number Service. 

How to create an S Corporation in Utah

As we said above, S Corporations often start as LLCs or business corporations, and then their owners elect to run S Corps by filing additional paperwork. These are basic steps for starting a business that can become a Utah S Corporation (such as naming your business, appointing a registered agent, and filing formation documents with the state):

S-Corp Election Steps for LLCs

For detailed formation steps, see our Utah LLC formation guide.

• Step 1 – Choose a name
• Step 2 – Appoint a Registered Agent
• Step 3 – Select a Board of Directors (for a corporation) or Members (for an LLC)
• Step 4 – Submit Articles of Incorporation or a Certificate of Organization to the Utah Division of Commerce
• Step 5 – Apply for S Corp status with IRS Form 2553

S-Corp Election Steps for Corporations

For detailed formation steps, see our Utah Corporation formation guide.

• Step 1 – Name your Utah corporation
• Step 2 – Appoint directors
• Step 3 – Choose a Utah registered agent
• Step 4 – File the Utah Articles of Incorporation
• Step 5 – Create corporate bylaws
• Step 6 – Draft a shareholder agreement
• Step 7 – Issue shares of stock
• Step 8 – Apply for necessary business permits or licenses
• Step 9 – File for an EIN and review tax requirements
• Step 10 – Submit your corporation’s first report
• Step 11 – Apply for S Corp status with IRS Form 2553

File Form 2553 to turn your Utah business into an S Corporation

To give your business S Corp tax status, you complete Form 2553 with the Internal Revenue Service (IRS). If you start your business as a Utah LLC, you have to complete Form 8832 to elect corporation status before you can begin filing Form 2553 to elect S Corp status. 

Now, let’s review what running an S Corporation generally involves. 

Pros and cons of creating an S Corporation

Business decisions usually come with positive and negative attributes. Deciding whether to start an S Corporation is typically no different in this regard. Below, let’s go over some of the positives and negatives of starting an S Corp. 

Pros

Typical benefits of an S Corp can include: 

• The option for cash method accounting
• Asset protection
• Pass-through taxation
• The option to characterize income in a more favorable way

For your business’s unique needs, these benefits might far outweigh any disadvantages of running an S Corporation. Financial and legal services professionals can help you make a sound determination about whether an S Corp is right for you. 

Cons

Disadvantages of running an S Corporation can include: 

• Additional formation and maintenance requirements
• More involvement from the IRS
• Strict eligibility requirements and limitations
• Stock ownership restrictions

Depending on the kind of business you want to run, there could be more disadvantages. It’s best to discuss your options with legal experts and tax professionals before making a decision.