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Benefit Corporation

A Benefit Corporation is a corporate form designed for for-profit entities that want to consider society and the environment in addition to profit in their decision making process. Benefit corporations are different from traditional corporations in regards to their purpose, accountability and transparency. The purpose of a benefit corporation is to create general public benefit, which is defined as a material positive impact on society and the environment. A benefit corporation's directors operate the business with the same authority as in a traditional corporation, but where in a traditional corporation shareholders with proper standing judge the company's financial performance, here they judge qualitative performance based on the benefit corporation's stated goals. Shareholders in a benefit corporation determine if the benefit corporation has achieved a material positive impact.

You are always encouraged to consult an attorney to ensure appropriate consideration of all the legal implications of your choice of entity and filing. We stress that this filing website is not intended to substitute nor replace the advice of legal counsel.

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Frequently Asked Questions
    You can register a Benefit Corporation within our office, by mail, fax, or email.

    You can use the application to register your Benefit Corporation. This process can take up to 7 business days.

    You may wish to create your own articles of incorporation.

    An Annual Report notice will be sent to the Registered Agent at least 60 days prior to the expiration of the Benefit Corporation registration. Return the signed notice to the Division along with the Annual Benefit Report (as required by 16-10b-401) and $15.00 filing fee.

    If any changes need to be made to the registration, please attach a Registration Information Change Form with the current information to the renewal notice.

    You can make changes to or update a Benefit Corporation using this change form that can be mailed, faxed, or emailed to our office.
    You can amend a Benefit Corporation by completing the amendment application or create your own articles of amendment.

    You can merge a Benefit Corporation by completing the merger application or creating your own articles of merger.

    You can convert a Benefit Corporation by by completing the conversion application or creating your own articles of conversion. You will also need to file along with the conversion application, the application or articles for the entity type you are converting into.
    You can cancel/dissolve a Benefit Corporation by completing the Articles of Dissolution. There are 2 forms, one for corporations with shares and one for corporations without shares. You will have to pick the one that best suites you. The Articles of Dissolution for Corporations with shares can be found by clicking here. The Articles of Dissolution for Corporations without shares can be found by clicking here.
    You can obtain copies/certificates of a Benefit Corporation by doing a Business Entity Search, then finding the entity you are looking for, then you click on the details of that entity.

    While you are looking at the details of that entity, at the bottom of the screen you have 3 options: Search for Images is the 1st option. You will need to click that button in order to search for any scanned images of that entity. The images will be emailed to an email account.

    While you are in the details page of the business entity, you have the 2nd option of ordering a certificate of existence by clicking on the Purchase Certificate of Existence Button.

    If you don't wish to order the images online, then you will need to order them inhouse which can be done in person, in writing or by fax or email. If you make a written request you may use our order form. Written requests for copies/certificates may take up to 7 business days. You may view more information concerning ordering documents.

    You can find out who the principals are of a Benefit Corporation by doing a Business Entity Search, then finding the entity you are looking for, then you click on the details of that entity.

    While you are looking at the details of that entity, at the bottom of the screen you have 3 options: Access Principal Information is the 3rd option. You will need to click that button in order to view the principals of that entity.

    You may also do a Registered Principal Search. If you don't want to view the principals via the website, then you may contact our office for that information.
    You can find out if the name you want to use for a Benefit Corporation is available by doing a business name availability search. You may also contact our office to verify that the name you want to use is available.

    You may also conduct a business entity search to see if there are other business entities that are already registered that may have a name similar to the name that you wish to use.

    Please note that although a name may appear to be available nothing is final until the Division of Corporations and Commercial Code approves the business filing.

    You can reinstate an expired Benefit Corporation by filing with our office the application for reinstatement. You will also need the registration information change form filled out with current information of the business entity. There is a guide sheet available to walk you through the steps of the reinstatement process.

    You will need to resolve any outstanding state tax obligations at the time you apply for reinstatement. Involuntarily Dissolved profit and Non-Profit Corporations must submit a Letter of Good Standing from the Utah Tax Commission with the Application for Reinstatement. Please inquire with the Utah Tax Commission 210 North 1950 West Salt Lake City, Utah 84134 (801) 297-2200 (800) 662-4335.
    You can fix the delinquent status on a Benefit Corporation by contacing our office.

    You can fix the expired status on a Benefit Corporation by reinstating the business entity within 2 years of the dissolution date. If you are past 2 years from the date that the Division of Corporations has dissolved the entity, you need to start over by filing Articles of Incorporation.

Online Services
Order Copies for a Benefit Corporation
• Purchase a Certificate of Existence for a Benefit Corporation
  Laws
16-10b
Forms (may not be handwritten)
Articles of Incorporation
Articles of Amendment
Articles of Dissolution
Articles of Dissolution (Prior to the issuance of shares)
Articles of Conversion
Articles of Merger
Articles/Statement of Correction
Articles of Domestication
Articles of Transfer
Revoke a Dissolution
Registration Information Change Form
Resignation Letter
Reinstatement Application
Cover Letter

Guide Sheets
How to Incorporate
Articles of Incorporation Instructions
How to Amend a Corporation
How To File Articles of Domestication
Information on Filing Articles of Transfer
5 Most Common Used Business Organizations

Misc. Information & Websites
What Constitutes "Doing Business" in Utah?
Who Must Register with the Utah Department of Commerce?
Why Register Your Business?
Utah Business Licensing & Registration Guide
How to Start a Business in Utah
Business Name Information
Tips for New Business Registrations
Business Information Website
Service of Process Information
Links to other websites
International Association of Corporation Administrators (IACA)
Workers Compensation Information
Local Business Licensing Offices

 

160 E. 300 S. 2nd Floor   Salt Lake City, UT 84111   •   Phone: 801-530-4849   •   Toll-Free: 1-877-526-3994   •   Fax: 801-530-6438   •   E-mail: corpucc@utah.gov