Utah Foreign Registration / Registration guide
From first decision to renewal: registering in Utah
Registering a foreign LLC in Utah costs $59 and takes four decisions before any form is opened: whether the company must register, what name it will use, who will be its Utah agent, and which home certificate to enclose. This guide takes them in order, then follows the filing, the yearly renewal and the way out.
Step one: decide whether to register
Registration is required before business begins, and an entity that proceeds without it cannot start a lawsuit in Utah. The Code lists 14 activities that are not doing business; the doing-business page sets them out. Whether your own activity falls inside the list depends on your facts.
Step two: choose the name
Utah checks the name against its records and expects it to be distinguishable. If the company's own name will not do, it adopts an alternate name for Utah before it registers, and it need not make a separate DBA filing for that. The alternate name appears on the statement, and afterward the company does business under it, under its own name with the home jurisdiction added, or under a DBA.
Step three: choose the agent
Utah requires a street address in Utah, plus a Utah mailing address if different for the registered agent. Four kinds of agent are in use: a commercial registered agent registered with the Division, a Utah business entity registered with the Division, an individual, or an unregistered entity. A company with no Utah address can hire a commercial agent.
Step four: order the home certificate
The statement is delivered 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, dated within 90 days before delivery. If the home certificate is in another language, a reasonably authenticated English translation goes with it. The 90 days are counted from the date printed on the certificate, which is why it is ordered last.
Step five: write the statement
By statute the statement carries 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. The Division's form for an LLC numbers 7 items: the exact name, the jurisdiction of formation, the principal office street address, the registered agent and a Utah street address for it, the name to use in Utah if the exact name is unavailable, an optional purpose, optional managers and members, and the signature. Details are on the LLC statement page.
Step six: sign it
The statement is signed by an individual authorized to sign (or acting for one) who signs and states his or her name and capacity. By signing, the individual affirms under penalty of perjury that the facts stated are true in all material respects.
Step seven: file it
The Division takes filings through the Division's online business registration system, which needs a free UtahID account. A filer logs in, chooses Formations, Foreign and the entity type, and follows a linear, step-by-step flow with a Next button in the bottom right corner. Paper filings are accepted by mail, in person, or online through the Submit a Paper Filing option. A filing counts as received only once the fee is paid.
Step eight: read the result
On filing, the Division gives back a copy with an acknowledgment of the date and time. The registration takes effect when the Division files it, or at a later date and time stated in the filing that is no more than 90 days after filing. If the Division 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 can amend and resubmit in the period the Division sets.
After registering: the renewal
Each year, by the last day of the anniversary month, the calendar month in which the registration took effect, the company files an annual report with its name, jurisdiction, agent, principal office and the name and address of each director and principal officer. The fee is $18. The renewal page has the rest.
After registering: the agent
A change of agent is a short statement naming the new agent; the entity does not need owner approval for it. It costs $17 mid-year and nothing extra if made with the renewal. Report it within 30 days, because the Division can begin terminating a registration if a change goes unreported longer.
After registering: the exit
A registered entity leaves Utah with a statement of withdrawal. See withdrawing.
Example: a Nevada LLC opening a Salt Lake City office
A Nevada LLC rents office space in Salt Lake City. It names a Salt Lake agent with a street address, requests a Nevada certificate of existence, signs the Utah statement and pays $59. A year later it renews for $18, so the first year costs the state $77.
Example: a Delaware LLC with an agent change
A Delaware LLC registers for $59 and pays Delaware its $400 tax. Six months in, its agent retires. The LLC files a statement of change for $17, and the next renewal confirms the new agent.
Example: a Wyoming LLC at the renewal
A Wyoming LLC keeps paying Wyoming $60 while it renews in Utah for $18. Both obligations continue on separate calendars.
Choosing between online and paper
Online, the system walks you through the fields and takes payment. Paper gives you a printed record of every page you send. Both routes produce the same registration, and either way the Division returns an acknowledgment with the date and time.
Understanding the statement's legal weight
By signing, an individual affirms under penalty of perjury that the facts in the filing are true in all material respects, so the company should have its records in front of whoever signs. Someone who relies on inaccurate information in a filed record can recover damages from the person who signed it knowing it was inaccurate.
Records worth keeping
Hold on to the filed statement, the acknowledgment, the home certificate used, the agent's written consent and proof of payment.
How the rewrite affects you
The October chapter put the foreign-entity rules for names, agents, annual reports and termination in one place. For a company registering now, the practical points are the 90-day certificate, the Utah street address for the agent, the 60-day and 30-day termination clocks, and the single filing process for every entity type.
Calendar for the first two years
Register first. Then note the anniversary month and confirm that the agent has the company's current mailing address. The renewal may be delivered 60 days early and is due on the last day of that month, and the cycle repeats each year. A change of agent is reported within 30 days of the change.
Names the Division treats as alike
A name is distinguishable if it contains one or more different words, letters or numerals from other names in the Division's records. In making that comparison the Division sets aside entity designators such as LLC, Inc. or Ltd., their abbreviations, the words the, and, a and plus, punctuation, spacing and capitalization do not make two names different.
Restricted words and corporate endings
In Utah, the words Olympic, Olympiad, Citius Altius Fortius and the number sequence 911 are restricted, and no name may imply a state agency. A corporation name must carry its own ending, and an entity that is not a corporation cannot use Corp., corporation, Inc. or incorporated in its name.
What the agent does day to day
A registered agent forwards process, notices and demands to the entity at the address it last gave, and keeps its own filed information current. The way to serve the entity is to serve the entity by serving its registered agent.
The registration is public
True.
A late renewal in numbers
A renewal delivered after its date carries $10 on top of the $18. A report still missing 60 days after the Division requires it is a ground for termination.
How a termination notice works
The Division files a notice of termination or notes it in its records and sends a copy to the registered agent, or to the principal office if there is no agent. Registration ends on the effective date unless the entity cures each ground first, and the Division then files a record that it cured.
Choosing the signer
The signer must be someone with authority to act for the company who is comfortable stating a name and capacity on a sworn document. An agent may sign if authorized.
Handling the name
If the company name is taken in Utah, the fix is an alternate name used only for Utah. The Code spares the company a DBA filing for it. The alternative is the other holder's consent in a record, where the name carries a designator such as LLC, or a certified court judgment establishing the right to the name.
Reserving a name
A name can be reserved for 120 calendar days by an application giving the applicant's name and address and the name to reserve. The reservation fee is quoted when you order.
Withdrawal planning
A corporation's withdrawal is checked with the State Tax Commission. Renewals go on until the entity withdraws, so an exit filed ahead of the anniversary month avoids one more report.
How to read a refusal
A refusal comes with a brief explanation, so treat it as a checklist. Fix the item, resubmit within the period the Division sets and keep the original acknowledgment of delivery.
A note on timing the agent
Line up the agent before you write the statement, because the agent's name and Utah street address are part of the filing. Whoever acts as agent must have agreed to serve, and that agreement belongs with your records.
Paying for the registration
The Division treats the $59 as a non-refundable processing fee, so confirm the entity type and the name before paying, since a wrong filing is not refunded. Pay with the method the online system offers, and keep the confirmation with the rest of the file.
What this guide leaves to a lawyer
Whether an earlier Utah activity counted as doing business, whether the company owes Utah tax, and how a contract or dispute should be handled are legal questions. This guide covers the registration steps only, and a Utah business lawyer can advise on the rest.
Choosing your timing
Registration should precede the first Utah sale, lease or hire, not follow it. Because the home certificate is the slowest item, start the other steps first and order it last.
Utah costs over time
| When | Item | Amount |
|---|---|---|
| Ahead of filing | Certificate from the home state | Its own price |
| Filing day | Registration | $59 |
| Each year | Renewal | $18 |
| If late | Late fee added | $10 |
| On an agent change | Mid-year statement | $17 |
The seven stages in order
Check the duty
Measure your activity against the list in the Code.
Settle the name
Use it as is or adopt an alternate name for Utah.
Pick the agent
With a Utah street address.
Request the home certificate
It must be under 90 days old on filing day.
Write and sign
The statement, with name and capacity.
File and pay
Through the online system or on paper.
Guide questions
Who sends for the home certificate?
Our team does, timed to land within 90 days of delivery.
Can a statement cover two companies?
No. Each entity registers on its own.
Do we need a Utah office?
No. We need an agent with a Utah street address.
Can others read what we file?
Yes. The Division treats all registration information as public record.
Does the registration expire?
It continues while the renewals, fees and agent are kept up.
When does the registration take effect?
When the Division files it, unless the statement sets a later date within 90 days.
Can a nonprofit register this way?
Yes, for $59.
What happens if the name is taken?
Adopt an alternate name for Utah, obtain the holder's consent, or rely on a court judgment.
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-301 to 16-1a-305, names
- Utah Code 16-1a-401 to 16-1a-414, registered agent of an entity
- Utah Division of Corporations, how to file a renewal with changes
- Utah Code 16-1a-201 to 16-1a-212, filing requirements and annual report
- Utah Division of Corporations, foreign limited liability company page
- Utah Division of Corporations, business registration information changes
- Utah Division of Corporations, how to renew a business
- Delaware Division of Corporations, LLC/LP/GP annual tax
- Wyoming Secretary of State, Business Division fee schedule
- Utah application for withdrawal of a foreign profit or non-profit corporation (Division of Corporations form)
Doing business in Utah?
Order now and we write, assemble and deliver the registration for you.