Utah Foreign LLC Registration (How-to Guide)
Expanding your Foreign LLC to Utah’s booming economy is exciting, but the registration process can seem daunting. Don’t worry—we’ve got you covered.
This guide simplifies registering your foreign LLC in Utah, so you can focus on growing your business in the Beehive State.
Key Highlights: Utah Foreign LLC Formation
A Utah foreign LLC is a business formed in another state that wants to operate in Utah. To do this, you need to file a Foreign Registration Statement with Utah’s Department of Commerce, Division of Corporations and Commercial Code, and pay a $54 filing fee.
Your LLC must register if it sells goods or services, pays employees, owns or leases property, or applies for a business license in Utah.
One of the easiest ways to handle this process is by using a registered agent based in Utah. Northwest Registered Agent is the best choice among the options available.
Utah Foreign LLC Requirements
1. Utah Registered Agent
Every foreign LLC must appoint a registered agent in Utah. This agent acts as your LLC’s official point of contact within the state, receiving legal documents and important notices on your behalf.
The registered agent must have a physical address in Utah and be available during regular business hours.
I suggest opting for a professional registered agent service. It helps keep your address off public records and offers added security for your business.
2. Foreign Registration Statement
To legally conduct business in Utah, you must file a Foreign Registration Statement with the Utah Department of Commerce, Division of Corporations and Commercial Code.
This document provides essential details about your LLC, including:
- Legal name of the LLC
- State where the LLC was originally formed
- Principal office address
- Name and address of the Utah registered agent
- Purpose of the business
- Date the LLC was formed
- Duration of the LLC (if not perpetual)
- Names and addresses of LLC members or managers
Accurate and complete information is vital to avoid delays or rejections in your application. The Foreign Registration Statement is a key step in registering your LLC to operate in Utah. You can file your Utah Foreign LLC Registration Application online, by mail, in person, or via fax.
You can file by mail at the following address:
PO Box 146705
Salt Lake City Utah 84114-6705
You can file in person at the following address:
160 East 300 South (or 160 E Broadway)
Salt Lake City Utah 84111
3. Business Licenses and Permits (optional)
Depending on the nature of your business, you may need to obtain additional licenses and permits to operate legally in Utah. These requirements vary by industry and location, so it’s essential to research and comply with local regulations.
Contact the relevant city and county offices to determine your LLC needs specific licenses and permits. Securing the necessary permissions helps you avoid legal issues and operate your business smoothly in Utah.
4. Annual Report
Once your foreign LLC is registered in Utah, you must file an annual report with the Utah Department of Commerce. This report updates your LLC’s information and ensures continued compliance with state regulations.
The annual report typically includes details such as your registered agent’s information, principal office address, and any changes to your LLC’s management. Timely filing of the annual report is crucial to maintain your LLC’s good standing in Utah and avoid penalties or dissolution.
How to Form a Foreign LLC in Utah State
Step 1. Selecting Your Business Name (new or existing)
Ensure your business name is available and complies with Utah’s naming requirements. You can search the Utah Department of Commerce’s business name database here.
If your existing business name is already in Utah, you may need to choose a different name for use in the state. This step is crucial to avoid legal issues or confusion with other businesses.
Step 2. Appointing a Utah Registered Agent (I use Northwest)
Every foreign LLC must have a registered agent in Utah. This agent will receive legal documents and official notices on behalf of your LLC.
The registered agent must have a physical address in Utah and be available during business hours.
I recommend Northwest Registered Agent, as they can help you with the entire process of forming your LLC.
Read about my journey and honest review of Northwest Agent
Step 3: Complete the Foreign Registration Statement
Fill out the Foreign Registration Statement with the Utah Department of Commerce, Division of Corporations and Commercial Code.
This form requires the following information:
- Legal name of the LLC
- State where the LLC was originally formed
- Principal office address
- Name and address of the Utah registered agent
- Purpose of the business
- Date the LLC was formed
- Duration of the LLC (if not perpetual)
- Names and addresses of LLC members or managers
Please ensure that all information is accurate and complete to avoid delays or rejections. The fee to file a Foreign Registration Statement in Utah is $54. If you file a paper application, you can pay an extra fee for faster processing.
While the state requires foreign corporations to provide proof of existence or good standing, Utah does not require this extra step for foreign LLCs.
Step 4: Get Your Foreign Registration Documents
After your application is processed and approved, you will receive your Foreign Registration documents from the Utah Department of Commerce. These documents confirm that your LLC is authorized to do business in Utah. Keep these documents safe, as you need them for various business activities and compliance purposes.
How long does this take?
Filing online for the standard $54 fee gets your application processed in 24 hours.
If you submit the application in person, by mail, or by fax, staff will check it for legal compliance, and processing times can vary. For an extra $75 (making it $129 total), your paper application can be processed in 1-2 business days.
Registration Fee – How Much Does a Foreign LLC in Utah Cost?
The cost to register a foreign LLC in Utah includes several components. The standard filing fee for a Foreign Registration Statement is $54, which covers the basic processing when filed online, ensuring your application is processed within 24 hours.
If you submit your application in person, by mail, or by fax, the standard fee remains $54, but the processing time can vary as staff needs to review it for legal compliance.
You can pay an additional $75 for expedited processing of paper applications, bringing the total to $129. Your application will be processed within 1-2 business days.
When you apply to register your LLC, you must appoint a registered agent with a physical address in Utah to handle legal documents. A registered agent can cost anywhere from $200 to $1,000. However, my preferred registered agent provides these services for under $100. Click here for more details.
Do foreign LLCs need to file a Certificate of Organization?
No, foreign LLCs do not need to file a Certificate of Organization in Utah. The Certificate of Organization is a document filed by domestic LLCs (LLCs formed within Utah) to create an LLC officially within the state.
Instead, foreign LLCs (LLCs formed outside of Utah) must file a Foreign Registration Statement with the Utah Department of Commerce, Division of Corporations and Commercial Code. This filing allows the foreign LLC to operate within Utah legally.
How are Foreign Entity LLCs in Utah taxed?
Foreign Entity LLCs in Utah are subject to the same tax obligations as domestic LLCs operating within the state. This means they must pay all applicable Utah taxes. By default, an LLC in Utah, including foreign LLCs, is taxed as a pass-through entity. This means that the business itself does not pay income taxes at the corporate level.
Instead, the profits and losses of the LLC “pass through” to the individual members (owners) of the LLC. Each member then reports their share of the profits and losses on their personal income tax returns.
This structure avoids the double taxation that can occur with corporations, where profits are taxed at the corporate level and again as shareholder dividends.
While the LLC does not pay income taxes, it must comply with various state tax requirements. Members must report and pay state income tax on their share of the LLC’s profits on their state tax returns.
If your LLC sells goods or services, it may be required to collect and remit Utah sales tax. Additionally, if your LLC has employees, you must withhold and pay state employment taxes, including unemployment insurance and workers’ compensation.
FAQs on Utah Foreign LLC Registration
Can I Be My Registered Agent for My Utah LLC?
Yes, you can be your own registered agent for your Utah LLC if you have a physical address in Utah and are available during regular business hours to receive legal documents and official notices.
Why Hire Utah-Registered Agent Service?
Hiring a Utah-registered agent ensures that your LLC receives important legal and official documents promptly. It also provides privacy by using the registered agent’s address instead of your personal or business address and ensures compliance with Utah state requirements.
How Can I Withdraw My Utah Foreign LLC?
To withdraw your Utah Foreign LLC, you must file an Application for Withdrawal with the Utah Department of Commerce, Division of Corporations and Commercial Code. This form requires you to provide information about your LLC and affirm that you are no longer conducting business in Utah.
Is a Physical Presence Required in Utah to Form an LLC as a Foreigner?
No, a physical presence in Utah is not required to form an LLC as a foreigner. However, you must appoint a registered agent with a physical address in Utah who can receive legal documents and official notices on behalf of your LLC.
How Do I Amend a Foreign LLC in Utah?
To amend a foreign LLC in Utah, you must file an Amendment to Foreign Registration with the Utah Department of Commerce, Division of Corporations and Commercial Code. This form lets you update your LLC’s information, such as the business name, registered agent, or principal office address.
What Does It Mean to Do Business in Utah?
Doing business in Utah generally means conducting activities that require registration with the state, such as having a physical presence, employees, or significant business transactions in Utah. Specific activities that constitute doing business can vary, so it’s important to consult legal advice if unsure.
Does a Foreign LLC Have to File an Annual Report in Utah?
Yes, a foreign LLC registered in Utah must file an annual report with the Utah Department of Commerce to keep its information current and maintain compliance. If you’re unsure of your anniversary date, you can search the Utah Business Database. The filing fee is $18.
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