Utah Foreign Registration / Delaware LLC owners

Delaware LLCs and Utah registration

A Delaware LLC doing business in Utah registers for $59 and attaches a Delaware certificate of good standing at $50. Year one comes to $477 with Utah's $18 renewal and Delaware's $400 tax, before the Delaware certificate.

How Delaware and Utah compare

Point	Delaware	Utah
Yearly bill	Tax of $400	Renewal of $18
Due	Delaware: June 1	Utah: the last day of the anniversary month, the calendar month in which the registration took effect
If late	Penalty of $200	Late fee of $10
Certificate	Good standing, $50	Dated within 90 days
Agent	A Delaware registered agent	Another agent at a Utah street address

The two states keep separate records and bill separately.

Why a Delaware LLC registers here

A Delaware charter is no substitute for registration in Utah. Registration comes first, and Delaware law still governs how the LLC runs itself after it registers.

Completing the Utah statement

Delaware goes in as the jurisdiction of formation, with the Delaware name used verbatim. Management determines the principal office, and the agent has a Utah street address.

The Delaware certificate

Order a certificate of good standing from Delaware. 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, dated within 90 days before delivery.

Delaware's side

Delaware bills $400 a year, due June 1, and adds a $200 penalty when it is late. It assesses the tax if the entity is active in the records of the Division at any time during January 1 to December 31 of the tax year.

Utah's side

Utah asks for a $18 report by the last day of the anniversary month, the calendar month in which the registration took effect. A Delaware LLC pays both bills every year.

Two agents

Delaware's agent rule: an individual resident of Delaware, or a domestic or foreign entity other than the LLC itself that has a Delaware business office at the registered office. Utah asks for another agent, with a street address in Utah, plus a Utah mailing address if different.

Names

If the Delaware name is not distinguishable on Utah's records, the LLC uses an alternate name for Utah and need not file a DBA.

Leaving Utah

When the LLC stops doing business in Utah it files a statement of withdrawal (see withdrawing); Delaware continues to bill every year the entity is active on its record.

First-year cost at a glance

For a Delaware LLC, $477 covers the Utah registration, the first Utah renewal and Delaware's $400 tax. With the Delaware certificate added, filing day alone costs $109.

Two due dates

Delaware's tax is due June 1. Utah's date is the end of the anniversary month, and the report can go in as much as 60 days beforehand.

Late charges compared

A late Utah renewal adds $10. In Delaware, a late tax payment adds a $200 penalty.

Names that clash with Utah's records

A foreign entity whose name does not comply must adopt an alternate name before it registers, and need not also file a DBA.

Before you order

Is Delaware current? Does the name clear Utah? Is there a Utah street address for the agent? Is the signer ready to state a name and capacity? Then the $50 Delaware certificate and the $59 Utah fee can go together.

Timing

Settle Delaware first, then Utah. The Utah statement carries the Delaware certificate, whose 90-day clock starts on its own date.

A Delaware company with many members

The Utah form prints one fee that does not depend on the number of members, so a Delaware LLC with two members and one with two hundred both pay $59.

Paperwork to gather

The Delaware certificate of good standing, the exact company name, the date of formation, the main office address, the Utah agent, an email address and the signer's name and title.

Keeping both records clean

Pay Delaware's tax when it falls due, file Utah's renewal when its month ends, and update each agent as it changes.

Cost summary

In Delaware the certificate costs $50 and the annual tax $400; in Utah registering costs $59 and each renewal $18.

A Delaware LLC registers in Utah

Bring Delaware current
Pay the annual tax.
Name the Utah agent
A person or firm with a street address in Utah.
Request the certificate
$50, dated inside 90 days.
Write and sign
The Utah statement.
File
With $59.

Questions from Delaware LLCs

Which Delaware document do we enclose?

A certificate of good standing.

Does the Delaware agent cover Utah?

Not unless it has a Utah street address and agrees to serve.

Does Utah stand in for Delaware's tax?

No. The bills are separate.

How old can the certificate be?

No more than 90 days before delivery.

Utah

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

Sources

Doing business in Utah?

Order now and we write, assemble and deliver the registration for you.