Utah Foreign Registration / Doing business
Is your company doing business in Utah?
Utah Code 16-1a-506 names 14 activities excluded from doing business, so a foreign company that stays inside them may avoid the $59 registration. Anything outside the list is a question to put to a Utah business lawyer.
The rule
Registration is a precondition to doing business in Utah, and an entity that skips it cannot maintain an action there. The list in section 506 sets out what does not count.
The list in plain terms
What the section sets aside: defending or settling a lawsuit, internal meetings, a bank account, a securities transfer office or trustee, selling through an independent contractor, orders accepted outside Utah, borrowing and mortgages, collecting a debt, enforcing a security interest and holding property taken that way, one isolated transaction outside the ordinary course of business, owning real property, and interstate commerce.
Self-test questions
| Question | If yes |
|---|---|
| Is the only Utah contact a lawsuit, a mediation or a settlement? | Not doing business |
| Is it only a members' or owners' meeting? | Internal affairs, not doing business |
| Is it only a bank account? | Not doing business |
| Is it only a securities transfer office or trustee? | Not doing business |
| Are all Utah sales made through independent contractors? | Not doing business |
| Are orders binding only once accepted outside Utah? | Not doing business |
| Is it only borrowing, mortgages or security interests? | Not doing business |
| Is it only collecting a debt or enforcing a security interest? | Not doing business |
| Was there one deal outside the ordinary course of business? | An isolated transaction |
| Does it only own real property? | Not doing business |
| Is all of it interstate commerce? | Not doing business |
Any yes means the activity is on the list; if every answer is no, the activity is outside it.
Owners and managers
A person does not do business in Utah merely by being an interest holder or governor of a foreign entity that does. The entity registers; the owner does not.
Isolated transactions
The list protects conducting an isolated transaction that is outside the scope of the entity's ordinary course of business.
Property
The list names owning real property and holding, protecting or maintaining property the entity acquired by enforcing a mortgage or security interest.
Limits of the list
Section 506 itself says that it does not decide whether an entity's contacts open it to Utah process, tax or regulation under other laws. An entity may be outside the registration duty and yet owe Utah tax or be served in Utah.
Employees, offices and inventory
The list says nothing about them. A Utah-based employee, a leased office or a stock of goods kept in the state is not excused by the section.
Reading the count of fourteen
The Code sets out 14 lettered activities that are not doing business, and one list serves every filing foreign entity, whether an LLC, a corporation or a nonprofit. Because the list answers only whether registration is required, it leaves service of process, tax and regulation under other Utah law untouched.
Why companies register anyway
Registration costs $59 and $18 a year, and without it the company cannot bring a lawsuit in Utah. Its contracts and its right to defend a claim are unaffected, and the owners keep their liability limits.
What the Division issues
Once registered, the company can order a certificate of registration, which states that it is registered, that it has paid the fees and taxes the Division records, that it filed its latest annual report and that no termination proceeding is pending.
Grouping the exceptions
Court activity: handling a proceeding by defending, mediating, arbitrating or settling it. Internal activity: holding owner meetings. Money activity: a financial account, a securities transfer office or trustee, borrowing, mortgages, security interests and debt collection. Sales activity: independent contractors, plus orders that bind only upon acceptance outside Utah. Property and scope: holding property acquired by enforcement, one deal outside the ordinary course, owning real property and interstate commerce.
A worked example
An Arizona LLC that sells goods through Utah independent contractors, takes no orders that bind inside Utah and has no office or staff there is within the list. If it opens a showroom, hires a local employee or signs a lease for a Utah branch, those steps are not on the list.
Interstate commerce
The list excludes doing business that constitutes interstate commerce.
How the old rules compare
Before October 1 each entity type had its own list, one in the LLC act and one in the corporation act. The new chapter uses one list for every filing foreign entity, so the answer no longer depends on whether you are an LLC or a corporation.
If the answer is yes
Then register: the guide lays out the sequence, and the LLC statement page covers the form itself.
Doing-business questions
Does a bank account require registration?
No. It is on the list of activities that are not doing business.
Does an exception protect us from Utah tax?
No. The list answers only the registration question.
Does selling online count?
The list does not mention it. Orders accepted outside Utah and interstate commerce are listed.
Is owning rental property enough to register?
Owning real property is on the list. Operating a business there may go further.
Are corporations on the same list?
Yes. Section 506 covers every filing foreign entity.
Can an owner be asked to register?
No. Being an owner of an entity that does business is not itself doing business.
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
- 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-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.