Out-of-State LLC

If you formed your LLC in another state, but want to expand your business into Utah, you have a couple of options. You could go through the trouble of creating an entirely new business entity in the Beehive State, or you could simply register your company as a foreign LLC. All you need to do is file a Foreign Registration Statement with Utah’s Department of Commerce, Division of Corporations and Commercial Code and pay the state’s $59 filing fee.

Don’t want to worry about the hassle of registering a foreign LLC in Utah? Utah Registered Agent™ can register your foreign LLC with the Division of Corporations for you. Our Out-of-State Company Registrations includes more than just your filing. It also comes with a year of our registered agent service, a secure online account where you can access your important business documents 24/7, and an online presence for your business.

 

Interested in forming a brand new LLC in Utah? That requires a different form and the process looks a little different than the one discussed on this page. Check out our guide on forming a domestic Utah LLC here.

Why register a foreign LLC in Utah?

In 2023, Utah was ranked by WalletHub as the #1 state to form or register a business. Utah has a large, well-educated workforce, and has the biggest year-over-year employment growth in the country. Plus, the average healthcare insurance premium for employees is very low, saving you money on employee benefits.

What counts as doing business in Utah?

Generally speaking, doing business in Utah includes selling goods or services, owning or leasing a storefront, applying for any business licenses, and paying employees. According to Utah law (§ 48-3a-902) your foreign LLC cannot do business in the state until it’s registered.

While some businesses might not technically need to register with the Utah Division of Corporations, these instances are few and far between. More than likely, you will need to register your foreign LLC. If you’d like a more in-depth look at what counts (or doesn’t count) as doing business in Utah, visit the state’s guide on doing business in Utah.

How to Register a Utah Foreign LLC

You want to do business in Utah as a foreign LLC, but what are your first steps? Our guide below walks you through each step of the process.

• Appoint a Utah registered agent
• Get a Certificate of Good Standing
• File a Foreign Registration Statement
• Get Your Certificate of Authority

1. Appoint a Utah Registered Agent

Utah law (§ 16-17-203) requires all registered business entities to appoint a Utah registered agent. Whether you hire a service or appoint a friend of yours who lives in Utah, there are a few things to keep in mind. Your registered agent must be available 9am to 5pm, Monday through Friday at the address listed on your Foreign Registration Statement.

Hiring a registered agent service like Utah Registered Agent™ not only helps you meet the state’s registered agent requirement, but it also protects your personal privacy. We list our name address wherever we can on our clients’ state paperwork so that your personal information stays off public record.

Can I be my own Utah registered agent?

Technically, yes. But you’ll need to be a Utah resident who is available at the same address during normal business hours. Odds are if you’re expanding your LLC to Utah, you don’t live there. Hiring a registered agent means not having to worry about being available to collect any important state documents or service of process. We’ll accept it on your behalf and send it to you right away.

2. Get a Certificate of Good Standing

Before you begin on your Foreign Registration Statement, you’ll want to get a Certificate of Good Standing from the state or jurisdiction where you originally formed your LLC. A Certificate of Good Standing is a document you can request from your Secretary of State (or similar office) that proves your LLC is in good standing. How to request a certificate varies from state to state, but it’s usually issued by the same office that processed your formation paperwork.

Utah requires your Certificate of Good Standing to be current, within 90 days, but it does not need to be an original copy.

Can I still register a foreign LLC in Utah if I don’t have a Certificate of Good Standing?

A Certificate of Good Standing let’s Utah know that you have registered your LLC and conducted business in your home state legally. If you’re denied a certificate, it could be for a few reasons, like not filing the state’s mandatory annual reports or forming your LLC with the state. In order to get a Certificate of Good Standing, and subsequently register your foreign LLC, you’ll need to fix whatever the problem is in your home jurisdiction. Once that’s taken care of, you should be to acquire your certificate.

3. File a Foreign Registration Statement

Now that you have a Utah registered agent and a Certificate of Good Standing, you’re ready to file your Foreign Registration Statement. You can do this several different ways:

• Hire a company that specializes in registering foreign LLCs in Utah. When you hire us, we’ll simply ask you for the information needed on the form and then take care of the rest of the filing process for you.
• Create a free, online account with the Utah Division of Corporations’ OneStop Business Registration System. There you can fill out, pay for, and submit your filing online.
• Deliver in-person, mail, or fax your statement to the Utah Department of Commerce, Division of Corporations and Commercial Code in Salt Lake.

If you’re filing your Foreign Registration Statement yourself, we recommend using Utah’s online system. Processing times are much faster than if you submit in person, by mail, or fax.

In order to fill out the statement correctly, be sure you include the following information:

1. The exact name of your foreign LLC
2. Where you originally formed your LLC
3. Your LLC’s Principal address (Street Addresses only)
4. Your Utah registered agent’s name and address
5. An alternative name (if needed)
6. Your foreign LLC’s business purpose
7. Your LLC’s members and managers
8. Authorized signature (does not need to be an original signature)

Once you’ve completed the form, you’re ready to submit your Foreign Registration Statement!

How do I submit my Foreign Registration Statement?

The state of Utah gives you a couple of different options when it comes to submitting you statement:

Online using the state’s OneStop Business Registration System

In person:
Division of Corporations and Commercial Code
160 E. 300 S. 2nd Floor
Salt Lake City, UT 84111

Mail:
Division of Corporations and Commercial Code
PO Box 146705
Salt Lake City, UT 84114-6705

Fax:
(801) 530-6438

How much does a foreign LLC cost in Utah?

$59. That’s the filing fee you have to pay in order to submit your Foreign Registration Statement. If you want to expedite a paper filing (either submitted in person, online, or via fax) you can pay a higher fee of $129 to have your filing processed weeks faster.

4. Get your Certificate of Authority

You will get your Certificate of Authority after the Division of Corporations processes your Foreign Registration Statement. You will either get a digital certificate you can print off or a physical certificate mailed to you, depending on how you submitted your statement:

Filing Online is the fastest way to get your certificate. You’ll be able to print a digital copy of your certificate 2-3 days after your application is approved.

If you file in person, by mail, or fax it will take you a little longer to get your certificate: about 14 days. And it will be sent to you through the mail.

How long does it take to get a Foreign LLC in Utah?

The time it takes the state to process your filing depends on the method you used to submit your statement:

Utah Out-of-State Company Registration: $208.

Our Out-of-State Company Registration does more than just file your Foreign Registration Statement with the state. Included is everything you need to register your foreign LLC, keep your business in compliance with the Utah Department of Commerce, and establish your business presence in Utah. Here’s what you get when you sign up:

• A Utah foreign LLC registered by local business experts
• 1 year of Utah registered agent service
• Instant online business presence that includes a unique domain name for your business, a website and email address at that domain, SSL for your website, and a phone number with a local area code
• Instant access to your online account where you can track and manage your services, state filings, and important business documents
• Annual report reminders
• Free use of our address in West Jordan for added privacy
• Lifetime support from our business experts

Utah Foreign LLC FAQs

How are foreign LLCs taxed in Utah?

Foreign LLCs are taxed exactly like domestic LLCs in Utah, meaning they are pass-through entities by default. Just like the LLC you formed in your home state, forming a foreign LLC in Utah allows you to claim business taxes on your personal tax return and avoid the state’s 4.65% corporate income tax. However, you’re still required to pay the federal self-employment tax of 15.3%, state sales tax of 4.65%, as well as any local taxes from the city or county where your business operates.

Is there an annual fee for Utah foreign LLCs?

All LLCs in Utah, foreign or domestic, must file a Utah Annual Report with the Utah Division of Corporations. The report is simple, and its purpose is to update the state of any changes in your Foreign LLC’s address or registered agent. The date your annual report is due is easy to remember: it will be the anniversary of your foreign registration filing. The filing fee is $18.

How long is a foreign LLC in Utah registered?

Your foreign LLC will be registered in Utah until you choose to withdraw it or if the state decides to withdraw it. The state can revoke your foreign LLC’s Certificate of Authority if you fail to file an annual report or fail to comply with other state requirements.