Out-of-State Corporation
If you incorporated in another state, but would like to do business in Utah, you’ll need to register your business with the Utah Department of Commerce, Division of Corporations and Commercial Code. In order to register, complete and file the Application for Authority to Conduct Affairs and pay the $54 filing fee. If you register online, your application will be processed within 24 hours.
Want an easy way to register your foreign corporation in Utah? Utah Registered Agent™ makes the process of registering your foreign corporation easy. Even better? Our Out-of-State Company Registration includes more than just taking care of your filing. Also included is 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.
Why register a foreign corporation in Utah?
Utah was ranked as the best state to start a business by WalletHub in 2023. Why? The Beehive State is home to one of the youngest and most educated workforces in the country. Utah businesses also have access to financing that can be difficult to find in other states: it ranks high for small business loans and venture capital investment. On top of all of this, the state also has one of the lowest lowest corporate tax rates in the country at just 5%. (Compare that Minnesota’s 9.8%.)
What counts as doing business in Utah?
The state of Utah doesn’t layout specifics on what counts as doing business, but Utah law does list what doesn’t count (see § 16-10a-1511). The list is extensive, and includes things like selling through independent contractors, maintaining bank accounts, and transacting business in interstate commerce. However, this same statute makes it clear that foreign corporations cannot transact business in the state until they submit an Application for Authority to Conduct Affairs.
If this seems complicated, it’s because it is. While some businesses may not need to register as a foreign entity, these instances are rare. More than likely, you’ll be required to register your business as a Foreign Corporation. The Utah Division of Corporations has created an in-depth explanation of these requirements that you can take a look at on their website.
How to Register a Utah Foreign Corporation
You want to do business in Utah as a foreign corporation. Now what? We’ve created the guide below to walk you through the process, step by step.
- Appoint a Utah registered agent
- Get a Certificate of Good Standing
- File an Application for Authority to Conduct Affairs
- Get Your Certificate of Authority
1. Appoint a Utah Registered Agent
All business entities registered in the state of Utah are required to appoint a Utah registered agent. While the law (§16-7-15) makes it clear your business needs a registered agent, you don’t necessarily need to hire one. If you can find a Utah resident who can be at the same address during regular business hours all year long, you can appoint them. (With their permission, of course.) However, a person who meets these requirements can be hard to find.
Hiring a registered agent service like Utah Registered Agent™ is not only a great way to make sure your business meets this state requirement, but it can also add to the protection of your personal privacy. If you hire us, we’ll list our address wherever possible to ensure maximum privacy. (And keep those piles of junk mail and solicitations away from your business.)
Can I be my own Utah registered agent?
Unless you have a physical street address in Utah where you maintain regular business hours (9am to 5pm, Monday through Friday), you will not be able to be your own registered agent. Typically, when people register a foreign entity, they do not live or operate directly in the state or states they expand to. That’s why hiring an agent is a good idea: we’ll be around to collect any important state documents or service of process on your behalf and get it to you as quickly as possible.
2. Get a Certificate of Good Standing
While you might be itching to fill out and file your Application for Authority to Conduct Affairs, you’ll want to make sure you get a Certificate of Good Standing (sometimes called a Certificate of Existence) from the state or jurisdiction where you originally incorporated. A Certificate of good standing is a document from your home state that lets the state of Utah know your company is in good standing. The process of getting a certificate varies between states, but more than likely you’ll order it through the Secretary of State’s office.
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 Utah Foreign Corporation if I don’t have a Certificate of Good Standing?
Unfortunately not. If you’re unable to get a Certificate of Good Standing from your home state, that probably means your corporation is not in compliance with the jurisdiction’s business requirements. There are a few reason why you may not be able to get your certificate: you’ve failed to incorporate, you haven’t paid the state-required taxes, or filed the mandatory reports. In order to get your certificate, you’ll need to get your company back in compliance with your home state. Once that’s taken care of, you’ll be able to get a Certificate of Good Standing for your foreign corporation.
3. File an Application for Authority to Conduct Affairs
Once you’ve appointed a registered agent and received our Certificate of Good Standing, it’s time to start your Application for Authority to Conduct Affairs. You have several option on how you can do this:
- Hire a company that specializes in registering foreign corporations in Utah. This is all we do! If you hire us, we’ll simply ask you for the information needed on your application 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.
- Mail or fax your application to the Division of Corporations in Salt Lake.
If you want to complete this filing yourself, we recommend doing so online. It’s easier and faster than submitting your application through the mail.
In order to successfully complete the application, you’ll need to provide the following information:
- Your company’s exact corporate name
- Where your company incorporated
- When your company incorporated
- Your foreign corporation’s period of duration (usually perpetual)
- Your corporation’s principal address
- The name of registered agent and their address
- An alternative name for your foreign corporation (if different from the original)
- When your corporation will start doing business in Utah
- The names and addresses of your corporation’s officers and directors
- Your corporation’s business purpose
- Signature from a corporate office or director
Once the form is complete, you’re ready to submit it to the state!
How do I submit my Application for Authority to Conduct Affairs in Utah?
You have a couple of options when it comes to filing your application with the Utah Division of Corporations:
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 it cost to register a foreign corporation in Utah?
The filing fee for the Utah Application for Authority to Conduct Affairs costs $54 to file. If you want to pay to expedite your filing, you’ll need to pay a higher fee of $129.
4. Get your Certificate of Authority
Once the Utah Division of Corporations has processed your application, you’ll get your Certificate of Authority. How you get your certificate depends on how you submitted your application. Processing times are as follows:
| Online | In about 24 hours |
| Mail, In Person, or Fax | 14 business days + mailing time |
| Expedited (for paper applications only) | 2 days |
If you applied online, you’ll be able to access and print a digital copy of your certificate 2 to 3 days after your application is approved.
If you applied in person, by mail, or fax, a physical copy of your Certificate of Authority will be sent to you through the mail.
UT Out-of-State Company Registration: $203
Hiring us to register your foreign corporation in Utah includes more than just filing your application with the state. We give you everything you need for your foreign corporation to get up and running in Utah. Here’s what’s included when you sign up for our Out-of-State Company Registration:
- A Utah foreign corporation 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 Corporation FAQs
How are foreign corporations taxed in Utah?
Foreign corporations in Utah are taxed the same as domestic corporations. Your company will need to register with the Utah State Tax Commission using their Taxpayer Access Point. You company will be subject to a franchise tax on its net income. Currently, the tax rate is 5% with a minimum tax of $100.
Is there an annual fee for Utah foreign corporations?
Utah foreign corporations are required to file an annual renewal report every year they’re in business in the Beehive State. This report asks for basic information about your business to keep your company up-to-date with the state. The report is due on your incorporation date every year and costs $18 to file.
How long is a foreign corporation registered in Utah?
As long as you remain in compliance with the state (filing the correct forms and paying your taxes), your foreign corporation can operate as long as you want. You have the option to set the duration of your company on your Application for Authority to conduct business. If you choose to do this, your foreign corporation will be withdrawn on the date you listed. On very rare occasions, the state might choose to withdraw a foreign corporation (usually this only happens if the business doesn’t pay taxes or is acting illegally).