Foreign Qualification Application - Preparation Worksheet - Utah

Utah Foreign Qualification Preparation Worksheet

Purpose and Scope

Use this worksheet to prepare a foreign-entity registration filed with the Utah Division of Corporations and Commercial Code (the "Division"), an agency of the Utah Department of Commerce. Two tracks are covered:

• Track A — Foreign business (profit) corporation: Application for authority to transact business, under Utah Code § 16-10a-1503.
• Track B — Foreign limited liability company: Foreign Registration Statement, under Utah Code § 48-3a-903.

The Division prefers online filing through the OneStop Business Registration System (log in with a UtahID at businessregistration.utah.gov, select "Formations," then "Foreign (Out of State) Registrations," then the entity type). Paper filing is also accepted. Do not file this worksheet. Transfer the completed information to the current Division online filing or PDF form.

Recodification alert: Effective October 1, 2026, Utah's foreign-corporation and foreign-LLC statutes are repealed and replaced by a new Title 16, Chapter 1a (Provisions Applicable to All Business Entities), enacted by 2026 Utah Laws ch. 93 (S.B. 40). The citations in this worksheet state the law in effect through September 30, 2026. Before filing on or after October 1, 2026, confirm the replacement provisions in Title 16, Chapter 1a and the Division's current form.

Part 1 — Is Utah Registration Required?

A foreign corporation may not transact business in Utah until its application for authority is filed by the Division (Utah Code § 16-10a-1501(1)). A foreign LLC may not do business in Utah until it registers with the Division (Utah Code § 48-3a-902(1)).

Utah does not exhaustively define "transacting business." For corporations, § 16-10a-1501(2) lists activities that, standing alone, do not constitute transacting business, including:

• maintaining, defending, or settling a legal proceeding;
• holding director/shareholder meetings or carrying on internal corporate affairs;
• maintaining bank accounts;
• maintaining securities transfer/registration offices;
• selling through independent contractors;
• soliciting orders that require acceptance outside Utah before becoming contracts;
• creating, acquiring, securing, or collecting debts, mortgages, or security interests;
• owning property, without more;
• conducting an isolated transaction completed within 30 days and not in the course of repeated like transactions; and
• transacting business in interstate commerce.

Utah's LLC act requires a foreign LLC to register to "do business" but does not codify a parallel safe-harbor list; the corporation list above is instructive only. Obtain legal review before relying on any exception.

☐ Legal review obtained before relying on an exception

Describe the entity's Utah activities: [________________________________]

Part 2 — Choose the Correct Track

☐ Track A: foreign business (profit) corporation

☐ Track B: foreign limited liability company

Stop and obtain the entity-specific filing if the applicant is a:

☐ nonprofit corporation

☐ professional corporation or professional LLC

☐ foreign series LLC or foreign protected series (see Utah Code § 48-3a-120 series-notice requirement)

☐ limited partnership, LLLP, registered LLP, limited cooperative association, business trust, bank, insurer, or other regulated entity

Part 3 — Current Filing Route and Fee

The Division accepts online filings through the OneStop Business Registration System and paper filings by mail or fax.

Both foreign registration fees are $59 under the Division's Fiscal Year 2026 Fee Schedule (effective July 1, 2025). Fees are nonrefundable and are periodically revised; confirm the current fee schedule before paying.

Part 4 — Home-Jurisdiction Good Standing

Utah requires proof that the entity exists and is in good standing in its home jurisdiction.

☐ Track A: Attach a certificate of existence (or document of similar import) from the home-jurisdiction official who has custody of corporate records, dated within 90 days before filing (Utah Code § 16-10a-1503(2)).

☐ Track B: Provide the certificate of good standing / existence from the home jurisdiction that the Division requires with the Foreign Registration Statement, dated within 90 days before filing.

☐ Certificate obtained from the correct home-jurisdiction records official

☐ Certificate will be no more than 90 days old when filed

Part 5 — Name, Formation, and Alternate Name

An alternate name is required when the entity's real name does not comply with Utah's name rules or is otherwise unavailable. For corporations, see Utah Code §§ 16-10a-1506 (corporate and assumed corporate name) and 16-10a-1507 (registered name). For LLCs, an alternate name is adopted under Utah Code § 48-3a-906 to satisfy the permitted-name rules of § 48-3a-108.

Part 6 — Principal Office and Utah Registered Agent

The registered agent and Utah registered office are designated under the Model Registered Agents Act (Utah Code § 16-17-203), which is cross-referenced by both § 16-10a-1503 and § 48-3a-903(5). The registered agent must have a Utah street address (a post-office box alone is insufficient).

For a corporation, the application must include the registered agent's written consent to appointment (Utah Code § 16-10a-1503(3)).

Part 7 — Track-Specific Information

Track A — Corporation Statutory Contents (§ 16-10a-1503)

List the following, as the application requires:

☐ Corporate name and assumed name, if any

☐ State or country under whose law incorporated

☐ Date of incorporation and period of corporate duration

☐ Street address of the principal office

☐ Utah registered office address and registered agent name

☐ Date the corporation commenced or expects to commence transacting business in Utah

Track B — LLC Foreign Registration Statement Contents (§ 48-3a-903)

☐ Name of the foreign LLC (and any alternate name adopted under § 48-3a-906(1) if the name does not comply with § 48-3a-108)

☐ Statement that the company is a foreign limited liability company

☐ Name of the LLC's jurisdiction of formation

☐ Street and mailing addresses of the LLC's principal office (and, if the formation jurisdiction requires a maintained office there, that office's addresses)

☐ Registered-agent information required by § 16-17-203(1)

☐ If a foreign series LLC, the series-liability notice required by Utah Code § 48-3a-120

Part 8 — Execution

Utah's online system and paper forms require a signature by an authorized person. Notarization is generally not required unless the Division specifies it for a particular filing.

• Track A: signed by an officer or other person authorized to act for the corporation.
• Track B: signed by a person authorized to sign records delivered to the Division for the LLC under Utah Code § 48-3a-203.

Part 9 — Filing Checklist

☐ Correct entity track confirmed

☐ Registration fee ($59) and any expedited fee calculated

☐ Exact legal name, alternate name (if needed), jurisdiction, formation date, and duration completed

☐ Home-jurisdiction certificate of existence/good standing (≤90 days old) obtained

☐ Principal-office street address entered

☐ Utah registered agent with Utah street address entered; written consent obtained (Track A)

☐ Track A directors, officers, and commencement date completed

☐ Track B statutory affirmations and (if applicable) series notice completed

☐ Authorized person signed

☐ Filed online via UtahID or by mail/fax to the Division

Part 10 — Ongoing Requirements

Every registered foreign entity must file an annual report/renewal with the Division by the end of its Utah anniversary month each year. The renewal fee is $18 (which includes a $5 single-sign-on portal surcharge for the online filing). A late renewal incurs a $10 late fee. Continued failure to renew results in delinquency and then expiration/administrative revocation of the registration.

The entity must continuously maintain a Utah registered agent and remain in good standing in its home jurisdiction. The Division confirms good standing with the Utah State Tax Commission before certain filings (including withdrawal).

Part 11 — Changes After Registration

• Track A: File an amended application for authority when required by Utah Code § 16-10a-1504 (e.g., change of corporate name, home jurisdiction, or period of duration). Amendment fee: $17. A registered-agent or registered-office change is made under the Model Registered Agents Act (Title 16, Ch. 17).
• Track B: File an amendment to the Foreign Registration Statement under Utah Code § 48-3a-904 when there is a change in the LLC's name, jurisdiction of formation, a § 48-3a-903(4) address, or the § 48-3a-903(5) registered-agent information. Amendment/change fee: $17.

Part 12 — Voluntary Withdrawal

• Track A: Withdraw the certificate of authority under Utah Code § 16-10a-1520 through the Division's online system. There is no charge for a foreign-entity withdrawal. The entity may not withdraw while expired or administratively revoked.
• Track B: File a Withdrawal of Registration (statement of withdrawal) under Utah Code § 48-3a-911. No charge. Before withdrawing, confirm the entity is in good standing with the Utah State Tax Commission, as the Division verifies tax good standing.

Part 13 — Consequences of Nonregistration

An unregistered foreign corporation may not maintain a proceeding in a Utah court until it obtains authority to transact business (Utah Code § 16-10a-1502). Likewise, an unregistered foreign LLC may not maintain an action or proceeding in Utah until it registers (Utah Code § 48-3a-902(2)). Failure to register does not impair the validity of the entity's contracts or acts, does not bar it from defending a proceeding, and does not waive the liability limitations of members or managers (Utah Code § 48-3a-902(3)–(4)). A foreign corporation that transacts business without authority may face the consequences stated in § 16-10a-1502, and its authority may be revoked on the grounds in Utah Code § 16-10a-1530.

Sources and References

• Utah Code § 16-10a-1501 — Authority to transact business required; safe harbors
• Utah Code § 16-10a-1503 — Application for authority to transact business
• Utah Code §§ 16-10a-1502, 1504, 1506, 1507, 1520, 1530 — consequences, amendment, name, withdrawal, revocation (Title 16, Ch. 10a, Part 15)
• Utah Code Title 48, Ch. 3a, Part 9 — Foreign LLCs (§§ 48-3a-901 to 911)
• Utah Code § 48-3a-903 — Foreign registration statement; § 48-3a-904 — amendment; § 48-3a-906 — alternate name; § 48-3a-911 — withdrawal
• Utah Code § 16-17-203 — Registered agent designation (Model Registered Agents Act)
• 2026 Utah Laws ch. 93 — S.B. 40, Business Entity Amendments (enrolled; enacts Title 16, Ch. 1a; eff. 10/1/2026)
• Utah Division of Corporations — Foreign Profit Corporation
• Utah Division of Corporations — Foreign Limited Liability Company
• Utah Division of Corporations — Fiscal Year 2026 Fee Schedule (eff. 7/1/2025)
• Utah OneStop Business Registration System: https://businessregistration.utah.gov/

Utah's foreign-entity statutes are recodified into Title 16, Chapter 1a effective October 1, 2026 (2026 Utah Laws ch. 93 / S.B. 40). Verify the live Division form, fee schedule, and the currently effective statute immediately before filing.