Foreign LLC registration in Utah
Utah foreign LLC registration under the rewritten rules
Utah's fee is $59. The effort lies in the certificate, the agent and the paperwork around them.
For $59 a company formed outside Utah can register to do business there by delivering a foreign registration statement to the Division of Corporations and Commercial Code, with a certificate of existence, or a document of similar import, authorized by the lieutenant governor or other official who has custody of corporate records in the jurisdiction of formation. The Code allows no business in Utah until that is done, and the Division bills $18 each year afterward.
We prepare the statement from your answers and deliver it for $199. Begin with the registration guide, test your activity on the doing-business page, or open the cost page for every fee in one place.
What is included
A small state fee
Utah charges an LLC $59 to register and $18 a year after that, whatever the size of the company.
The 90-day certificate
Your home certificate must be dated within 90 days before the statement is delivered. We order it last so it is fresh.
A Utah street address
Our firm can be your Utah agent, or you can name another agent with a Utah street address.
The rewritten chapter
Utah rewrote the foreign-entity chapter of its Code this autumn, and these pages follow the new text.
One brief questionnaire
Company, formation state, main office, agent, signer.
Real replies
A preparer answers Utah questions personally.
What comes back to you
- Filing acknowledgmentThe date and time the Division filed the statement.
- Registration recordThe company as listed in the Division's records.
- Agent recordOur name or yours as Utah agent.
- Renewal noteThe anniversary month and the yearly fee.
- One flat Utah fee
- Certificate timed to the 90 days
- Utah agent offered
Steps for an out-of-state LLC entering Utah
Check the name
A name must be distinguishable on the Division's records; otherwise the company adopts an alternate name for Utah.
Pick the agent
The agent needs a street address in Utah, plus a Utah mailing address if different.
Get the home certificate
Its date must be inside 90 days of delivery.
Write the statement
It gives its name (and an alternate name if its own cannot be used), its type of entity, its jurisdiction of formation, the street and mailing address of its principal office, the address of any office its home law requires it to keep, and its registered agent.
Sign
An authorized individual signs and states a name and capacity.
File and pay
Online through the Division's online business registration system, which needs a free UtahID account, with the $59 fee.
Utah registration at a glance
| Filing | Foreign registration statement (foreign limited liability company) |
|---|---|
| State fee | $59, alike for LLCs, corporations and nonprofits |
| Filed with | Utah Division of Corporations and Commercial Code |
| Home paper | A certificate of existence, or a document of similar import, authorized by the lieutenant governor or other official who has custody of corporate records in the jurisdiction of formation |
| Age limit | Dated within 90 days of delivery |
| Every year | Renewal, $18, on the last day of the anniversary month, the calendar month in which the registration took effect |
| Agent | A street address in Utah, plus a Utah mailing address if different |
A new legal footing
Until the end of September, a foreign LLC registered under Title 48 chapter 3a and a foreign corporation under Title 16 chapter 10a. Since October 1 one chapter, Title 16 chapter 1a, covers foreign entities generally, and those older foreign-entity parts are repealed. The practical effect is a single set of rules for names, agents, annual reports and termination, which these pages follow.
Is registration required?
The Code makes registration a condition of doing business in Utah. It then lists 14 activities outside the definition, among them a bank account, an isolated deal, owning real property and interstate commerce, and it adds that the list does not decide questions of tax or service of process. The doing-business page walks through each one.
How filing works
The Division takes filings through the Division's online business registration system, which needs a free UtahID account. After logging in a filer chooses Formations, then Foreign, then the entity type, and moves through a linear, step-by-step flow with a Next button in the bottom right corner. Paper is possible by mail, in person, or online through the Submit a Paper Filing option. We choose the route with you.
The home certificate and its date
Utah wants a certificate of existence, or a document of similar import, authorized by the lieutenant governor or other official who has custody of corporate records in the jurisdiction of formation. The date on it must fall within 90 days before the statement is delivered, which is why we order it last. If the document is not in English, a reasonably authenticated English translation goes with it.
The registered agent
Every registered foreign entity must keep a registered agent in Utah. The statement gives a street address in Utah, plus a Utah mailing address if different; a PO box is allowed only after the street address, never in place of it. We can serve as your agent, or you can name someone else. See the agent page.
The yearly renewal
Each registered foreign entity files an annual report by the last day of the anniversary month, the calendar month in which the registration took effect, and the Division accepts it as much as 60 days ahead of that date. Renewal costs $18, and lateness adds $10. The renewal page covers the report in full.
When the Division can end a registration
The Division may terminate a registration for four reasons: an unpaid fee, tax or penalty; a missing annual report; no registered agent; or an agent change left unfiled for more than 30 days. The notice must allow 60 days or more, and the entity can cure each ground before the date passes. See the consequences page.
Leaving Utah
A registered entity withdraws by filing a statement that it no longer does business in Utah and giving an address for service of process. The withdrawal page has the details, including the tax check for corporations.
Other entity types
Corporations and nonprofits register for $59, and limited partnerships and LLPs for $70. The corporation page explains the corporation application.
Names in Utah
Two names count as different when they differ by a word, letter or numeral, but not by an LLC or Inc. designator, by the words the, and, a or plus, by punctuation or by capitalization. A name that fails is replaced for Utah purposes by an alternate name, without a separate DBA filing.
What registration does not change
The home state's law keeps governing the company's internal affairs and the liability of its owners and managers, and a difference from Utah law does not stop registration. Registering also gives the company no power that a Utah entity of its type lacks.
After the Division files it
The Division returns a copy of the filing with an acknowledgment of the date and time it was filed. If it refuses a filing, it returns the filing or notifies the filer of its refusal, with a brief explanation, within 15 business days, and the filer may amend and resubmit.
What the Division checks
The Division files a statement that meets the Code: it receives the filing, the filing carries the required information, it is in English, it is typed or machine printed if on paper, a certificate not in English comes with a reasonably authenticated translation, and an individual signs and states a name and capacity.
Three details to get right
First, the age of the home certificate: it is measured from its own date, not from the day you order it. Second, the agent: a PO box fails the street-address rule. Third, the signature: a statement with no stated capacity is incomplete.
Why registering early helps
A company that registers before it starts work in Utah can sue a customer who does not pay, which an unregistered one cannot do. A certificate of registration shows the entity is registered, has paid the fees the Division records and has filed its latest annual report.
Restricted words in a name
Check the name for restricted terms before ordering. In Utah, the words Olympic, Olympiad, Citius Altius Fortius and the number sequence 911 are restricted, and no name may imply a state agency. Also, an entity that is not a corporation cannot use Corp., corporation, Inc. or incorporated in its name.
A first-year budget
For a typical LLC the state side of year one is $59 to register and $18 at the first renewal, $77 together. Add the home state's certificate fee and, if you need one, a commercial agent. A change of agent mid-year adds $17.
Three points in brief
The home certificate must be dated within 90 days of delivery. The registration continues for as long as the renewals, fees and agent are kept up. A registered agent needs a Utah street address, while the company itself can be based anywhere.
Where we fit
The self-filing page describes filing unaided. Our service writes the statement, orders the certificate and delivers the filing for $199, and the Utah fee appears as its own line.
Registered agent: first year included, then $149 a year
$199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
What you pay
Register in Utah
+ $59 Utah fee
The Utah fee for an LLC is $59; checkout lists it on its own line. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
$199
Utah Foreign Registration
- Foreign registration statement (foreign limited liability company), written from your answers
- Your home certificate, ordered to be fresh enough on filing day
- A Utah agent for service: our firm, or someone you pick
- The filing acknowledgment from the Division, returned to you
- Renewal: after the first year, the agent service renews at $149 a year
Utah foreign LLC registration questions
What does Utah charge a foreign LLC?
$59 to register and $18 a year, plus $199 from us.
Can the agent be a PO box?
No. The agent needs a Utah street address; a PO box may be listed only as a mailing address.
Can we file online?
Yes, through the Division's online system.
How do we leave?
File a statement of withdrawal with the Division.
How old is too old for the home certificate?
Anything dated more than 90 days before delivery.
Is there a fine for registering late?
Section 503 describes lost access to the courts, not a fine. The penalties page has the details.
Who signs?
An individual authorized to sign, who states a name and capacity.
Sources
- Utah foreign registration statement, foreign limited liability company (Division of Corporations form)
- Utah Division of Corporations and Commercial Code, fee schedule
- Utah annual report and renewal form with instructions (Division of Corporations)
- Utah Code 16-1a-501 to 16-1a-510, foreign entities
- Utah application for authority to conduct affairs for a foreign corporation (Division of Corporations form)
- Utah Division of Corporations and Commercial Code
- Utah foreign registration statement, limited partnership (Division of Corporations form)
- Utah Code 16-1a-201 to 16-1a-212, filing requirements and annual report
- Utah Code 16-1a-401 to 16-1a-414, registered agent of an entity
- Utah Code 16-1a-301 to 16-1a-305, names
- Utah Division of Corporations, foreign limited liability company page
- Utah Division of Corporations, business registration information changes
- Utah Division of Corporations, how to file a renewal with changes
- Utah foreign registration statement, limited liability partnership (Division of Corporations form)
- Utah Code 16-1a-101 to 16-1a-102, definitions and certificate of existence or registration
Doing business in Utah?
Order now and we write, assemble and deliver the registration for you.