Learn how to qualify your LLC to conduct business in Utah.
If you own a company that was founded in a state other than Utah, you must qualify or register it in Utah in order to conduct business there. Here’s a rundown of the requirements for qualifying your international (non-Utah) limited liability corporation (LLC) to conduct business in Utah.
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What exactly is a Foreign LLC?
If your LLC is founded in another state, it is referred to as a foreign LLC in Utah. In other words, being foreign does not imply being from another nation. Instead, it signifies that your company was formed under the laws of another state. A domestic LLC, on the other hand, is one that is created in the state in which it operates. This is a prevalent phrase in the United States. In Massachusetts, for example, an LLC incorporated in Rhode Island is a foreign LLC.
Making a Living in Utah
According to Utah’s LLC Act, if you are “doing business” or “transacting business” in Utah, you must register your foreign company with the state. (Both phrases are used throughout the Act.) What exactly does this mean? As with other states, Utah’s LLC Act does not define the terms “doing business” or “transacting business” in connection to international registrations.
State regulations determining when foreign enterprises must collect state sales tax in their state, on the other hand, give some advice on the subject. To be obligated to collect state sales tax on sales to citizens of a state, a firm must have a physical presence in, or nexus with, that state. In general, physical presence and nexus are synonymous and refer to:
a storage facility in the state
A shop in the state, an office in the state, or a sales representative in the state are all examples of state-based businesses.
Certain exclusions may apply, and the regulations might become more convoluted in situations such as Internet sales. However, if you have an office, a shop, a warehouse, or workers in another state, you must register your LLC as a foreign corporation in that state.
Some Activities Are Exempt
Utah’s LLC Act, like other states’, outlines specific acts that do not constitute conducting business in the state. Among the objects mentioned are:
defending or settling a lawsuit dealing with internal business affairs such as holding member or manager meetings having a bank account in the state selling through independent contractors soliciting or obtaining orders that require acceptance outside the state before they become contracts creating or acquiring indebtedness, mortgages, or security
Check Section 48-3a-905 of the Utah Code for a complete legal definition of each of the listed things. If your LLC’s only operation in Utah is one or more of the things above, you should not be required to register with the state.
Declaration of Foreign Registration
You must submit a Foreign Registration Statement (Foreign Limited Liability Company) with the Utah Division of Corporations and Commercial Code to register your company in Utah (DCCC). The application form may be downloaded on the DCC website.
To complete the form, you must supply the same information that you would need to incorporate an LLC in your home state. More precisely, for a Utah registration application, you must provide:
if necessary, the exact name of your LLC as registered in the state where it was formed, the alternate name your LLC will use in Utah (required if your LLC’s original name or something very similar is already in use by a Utah registered business or if the original name does not comply with Utah’s LLC naming rules)
the state in which your LLC was formed; the street address and mailing address of your LLC’s principal office; the name of your LLC’s registered agent in Utah; the street address of your LLC’s registered agent in Utah if you have a non-commercial registered agent; and an authorized signature.
The cost for filing is $70.
What Happens If You Do Not Sign Up?
If your LLC does business in Utah without authorization, it cannot file a lawsuit there. However, not being registered does not render your LLC’s obligations null and void or prohibit it from defending a lawsuit in Utah. Furthermore, a restriction on an LLC member’s responsibility is not eliminated just because the firm conducts business in Utah without permission.
Establishing a Foreign Corporation in Utah
The regulations and standards for international certification in Utah are identical whether your company is structured as a corporation rather than an LLC. However, you will need to utilize a separate application form. For paperwork, information, and filing requirements for registering a foreign company in Utah, visit the Utah Division of Corporations and Commercial Code website.