What is a Foreign LLC in Utah – Definition and Filing

If you have an LLC in Utah and want to expand your business beyond Utah, you must form a foreign LLC. Any business, especially a limited liability company, located in other states, starts its operation in Utah, must file a foreign LLC in Utah. To do so, every LLC needs to file additional filing documents, along with tax and relevant documents with the Utah government.

In this article, you’ll be reading about how to start a foreign LLC in Utah. Along with that, the page guides you through the steps involved in managing and maintaining a foreign LLC in Utah after you form it.

Forming a Foreign LLC in Utah

A foreign LLC does not need to be a company from another country but a business formed under the laws of another state. If you register your LLC in one state and operate your business in Utah, you probably need to register your LLC as a foreign entity here. Imagine, if your family owns a sushi restaurant in Alabama and you want to expand the chain somewhere in Texas, you must establish your restaurant in Texas as a foreign entity.

Anyone who has an active and in good standing LLC anywhere (except for Utah) and wants to expand their operations in Utah can file their LLC as a foreign entity. To start a foreign LLC in Utah, you need to register it with the Utah Secretary of State. Every state has a different rule for establishing a foreign LLC. Here are the steps to follow in Utah for registering a foreign LLC.

Note: These are generic steps to file a foreign LLC in Utah. Make sure to check with the State Secretary of State, before you start filing your business. – LLCBuddy Team

Step 1: Get the Certificate of Existence From Home State

Before you proceed to register your LLC in Utah as a foreign entity, you must get the Certificate of Existence issued from your home state SOS. This is an important document to register an LLC in a foreign state.

If your LLC is originally registered in Utah, then you must obtain the Certificate of Existence from Utah Secretary of State. If your LLC is in other states, the name of the same document might be different. Every LLC, registered in any state other than Utah must get this document to register a foreign LLC in Utah.

Filing Certificate of Existence: You can request a Certificate of Existence for your Utah LLC through the SOS official portal. On the Business Search page, search your business using the name, and finally once you get the details, choose the option for Certificate of Existence to order your document.

Step 2: Choose Utah Foreign LLC Name

Obtain a name reservation certificate and submit it with your foreign qualification requirements to the Utah Secretary of State. Your LLC’s legal name outside of Utah will be listed on the application, along with the name it will use in Utah. Take note of the requirements for naming your LLC.

You can use the same name as your domestic LLC name, however, that name should be available in Utah to use. Check name availability at Utah’s business entity names and reserve your LLC name. There are a bunch of LLC naming guidelines in Utah when it comes to forming a foreign LLC. Check the guidelines before you name your business.

Step 3: Select Utah Foreign LLC Registered Agent

A registered agent is a person responsible for receiving all official and legal documents on behalf of your company, whether it is located domestically or in a foreign state. For a foreign LLC in Utah, you must have a registered agent from Utah only. No matter where your domestic LLC is located, you must hire a registered agent from Utah for your foreign LLC.

You’ll need a registered agent to form a foreign LLC in Utah and take note that the Utah Registered Agent must have a local address. Here are the best LLC services on our list that will provide you with registered agents to ease your worries:

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Step 4: File Application for Registration for Utah Foreign LLC

The most important step is to send the application for registration with Utah SOS. Download the PDF form from the Utah Secretary of State website or file it online (whichever method is available). The form must be filled out with the following details:

LLC’s full legal name.
A fictitious name or a DBA (only if your LLC’s legal name is not available); Attach a statement of adoption of the fictitious name signed by all LLC members.
- DBA filing method in Utah: three methods, online, by mail, and in person filing.
- Online: For online filing, check the Utah.gov website
- Offline: For filing offline in Utah, you must send the accomplished DBA filing form to the Utah Division of Corporations and Commercial Code, P.O. Box 146705, Salt Lake City, UT 84114-6705 or drop it off in person at 160 East 300 South, Salt Lake City, UT 84111.
- DBA filing fee in Utah: $22
LLC’s principal office and mailing addresses
LLC formation state and date.
Registered agent’s name and address in Utah.
Date when your LLC will start operations in Utah.
Credit card information is on the last page of the form for the application fee.

Online Filing

To start a foreign LLC in Utah, you can Sign in to SOS to get the online filing form. If you are not registered yet with the Utah Secretary of State’s website, then you can create an account by sharing your name and email ID. Submit the online form along with the required fees to process the foreign LLC in Utah.

Offline Filling

To file the Utah foreign LLC offline, you need Foreign LLC Registration Form. Start filling up the form with the latest and updated information related to your LLC in another state and Utah. Once done, submit the form to the SOS by mail or in person by visiting the office. The mailing address is Utah Division of Corporations & Commercial Code, P.O. Box 146705, Salt Lake City, UT 84114.

Foreign LLC Registration Fee in Utah: The foreign LLC in Utah costs $59 (processing fee). There might be an additional fee for filing offline. There is no other cost associated with filing your Utah foreign LLC online. The designated fee should be paid by checks (for offline) and credit cards (for online filing). Contact SOS for other available payment methods.

The LLC cost in Utah, even for foreign LLCs will differ between online filing and by mail. Also, read about what’s the major difference between Utah’s domestic and foreign LLCs.

Step 5: Determine How Your Utah Foreign LLC is taxed

Foreign LLCs are also subjected to the Utah Business Privilege Tax and must file LLC annual reports each year. If you have a single-member foreign LLC then it will be considered as a ‘disregarded LLC’ by IRS. That means the LLC will not be regarded as a company but it will be taxed as an individual (the owner). If you already have an LLC in the home state, you must have obtained the EIN as well. You don’t need to obtain the EIN in Utah for a foreign LLC separately as it is issued from the IRS.

For other types of LLCs (member-managed or manager-managed LLCs), it will be a ‘pass-through taxation‘ where the LLCs don’t get taxed separately, instead, the members and managers are taxed based on their personal income. So, foreign LLCs are taxed as same as domestic LLCs in Utah. However, it is recommended to check with the Utah Secretary of State for state-wise taxes.

Note that forming a foreign LLC would be good for your business as you can legally operate in a different state thus reaching a larger market and opening more opportunities for higher profit.

Filing Utah Foreign LLC Online – Quick Recap

Get the Certificate of Existence from your home state where your LLC is originally registered
Check if the name of your LLC is available in Utah to use for your foreign LLC. If not, file DBA name with Utah SOS.
Get a registered agent in Utah to represent your foreign LLC in Utah. Recommended, professional help instead of being your own registered agent.
File the Application of Foreign LLC with the Utah Secretary of State following the mentioned method(s) above.
Make the processing fee.

BOI Reporting

According to the Corporate Transparency Act, every LLC (or business) has to send a BOI reporting to the Financial Crimes Enforcement Network (FinCEN). Once you establish an LLC and if it is enlisted under the list of reporting companies, you must file your BOI report in Utah with the FinCEN.

After Forming Utah Foreign LLC

Here are added things you need to accomplish after forming your Utah Foreign LLC

Obtain Business Licenses. Find the business licenses you’ll need using the Business License Search. You can contact the license office at Utah Division of Corporations and Commercial Code.
File LLC annual reports and Business Privilege Tax. You must file an Annual Report before the stipulated time frame after forming your LLC in Utah. Here’s everything about Utah LLC Annual Reports.
Pay State Taxes like sales tax; you’ll need an EIN for your LLC.

FAQs

What are the benefits of forming a foreign LLC in Utah?

Forming a foreign LLC in Utah allows businesses to conduct operations in the state without having to create a separate entity.

Is it necessary for my out-of-state LLC to register as a foreign LLC in Utah?

Yes, if your LLC will be conducting business in Utah, it is required to register as a foreign LLC in the state.

What is the process for registering a foreign LLC in Utah?

The process for registering a foreign LLC in Utah involves submitting a completed application, along with the required fees, to the Utah Division of Corporations.

Can I operate a foreign LLC in Utah without registering?

No, operating a foreign LLC in Utah without registering is not allowed. It is important to comply with state regulations.

What are the filing fees for registering a foreign LLC in Utah?

The filing fee for registering a foreign LLC in Utah is typically $70, as of the time of writing this. Although, the fee may change; it is best to check with the Utah Division of Corporations for the most up-to-date information.

What documents are required to register a foreign LLC in Utah?

The required documents to register a foreign LLC in Utah typically include a Certificate of Existence (Good Standing) from the original state of formation, along with a completed Application for Certificate of Authority.

Does a foreign LLC in Utah need a registered agent?

Yes, a foreign LLC operating in Utah is required to have a registered agent who is based in the state.

Can I be my own registered agent for my foreign LLC in Utah?

Yes, the LLC owner can often act as their own registered agent in Utah, but there are certain restrictions and requirements that must be met. It is always recommended to consult with a legal professional.

Are there ongoing compliance requirements for a foreign LLC in Utah?

Yes, once registered, a foreign LLC in Utah is required to file an Annual Report and pay the associated fee with the Utah Division of Corporations.

How long does it take to process a foreign LLC registration in Utah?

The processing time for a foreign LLC registration in Utah can vary, but typically it takes a few business days to a few weeks.

What are the consequences of not registering my foreign LLC in Utah?

Operating a foreign LLC in Utah without registering can lead to penalties, fines, and legal implications. It is best to comply with state regulations.

Can an LLC be converted into a foreign LLC in Utah?

No, an LLC cannot be converted directly into a foreign LLC in Utah. Rather, the existing LLC would need to register as a foreign LLC to conduct business in the state.

Can I change the name of my foreign LLC in Utah?

Yes, the name of a foreign LLC in Utah can be changed by filing the appropriate forms and paying the required fees with the Utah Division of Corporations.

How can I dissolve a foreign LLC in Utah?

To dissolve a foreign LLC in Utah, the LLC must file a Certificate of Cancellation with the Utah Division of Corporations, along with paying any outstanding fees or taxes.

What are the tax implications of forming a foreign LLC in Utah?

The tax implications of forming a foreign LLC in Utah may vary depending on the nature of the business and its operations. It is recommended to consult with a tax professional.

Can a foreign LLC in Utah also apply for federal tax exemptions?

Yes, a foreign LLC in Utah can apply for federal tax exemptions if they meet the eligibility criteria set by the IRS.

What is the difference between a domestic LLC and a foreign LLC in Utah?

A domestic LLC is formed in the state of Utah, while a foreign LLC is formed in another state but registered to conduct business in Utah.

Are there any residency requirements for foreign LLC owners in Utah?

No, there are no specific residency requirements for foreign LLC owners in Utah, as long as the business is registered to operate in the state.

Can a foreign LLC in Utah have a physical office in the state?

Yes, a foreign LLC in Utah can have a physical office in the state, but it is not a requirement for registration.

What rights and protections do foreign LLC owners have in Utah?

Foreign LLC owners in Utah have the right to conduct business in the state and are entitled to the same legal protections as domestic LLCs.

Can a foreign LLC in Utah be converted into a domestic LLC?

Yes, a foreign LLC in Utah can be converted into a domestic LLC by following the necessary steps for conversion with the Utah Division of Corporations.

Can a foreign LLC in Utah apply for grants and loans from the state or federal government?

Yes, a foreign LLC operating in Utah may be eligible to apply for grants and loans from the state or federal government, depending on the nature of the business and its operations.

Are there any restrictions on the type of business activities a foreign LLC can conduct in Utah?

Foreign LLCs in Utah are generally allowed to conduct a wide range of business activities, but it is always best to check with the Utah Division of Corporations for any specific restrictions.

Can a foreign LLC in Utah own property in the state?

Yes, a foreign LLC in Utah can own property in the state, as long as it complies with state laws and regulations.

Can a foreign LLC in Utah have employees in the state?

Yes, a foreign LLC in Utah can have employees in the state, and it must comply with state labor laws and regulations.

Do foreign LLCs in Utah need to obtain business licenses and permits?

Yes, foreign LLCs in Utah may be required to obtain business licenses and permits to operate in the state based on the nature of their business activities.

Can a foreign LLC in Utah merge with another LLC?

Yes, a foreign LLC in Utah may merge with another LLC by following the legal process for merging two entities with the Utah Division of Corporations.

Do foreign LLCs in Utah need to maintain a business bank account?

Yes, it is recommended for a foreign LLC in Utah to maintain a business bank account to separate personal and business finances and for tax and accounting purposes.

What is an LLC?

A Limited Liability Company (LLC) is a legal business structure that combines the limited liability of a corporation with the operational flexibility of a partnership.

Can a foreign entity form an LLC in Utah?

Yes, a foreign entity can establish an LLC in the state of Utah by following the proper registration process.

In Conclusion

Having a foreign LLC in Utah is nothing but expanding your business legally beyond the boundary of your domestic or home state. Starting a foreign LLC in Utah does not require a lot of documentation or tasks. However, it is always good to seek help from a professional when it comes to running your business. From getting the Certificate of Existence to hiring a registered agent in Utah, a professional or attorney can always be a perfect help. ZenBusiness is one of the most accurate and user-friendly services that offer a bunch of LLC formation services. They offer LLC formation for $0 (excluding the state formation fee).

The cost of registering a foreign LLC in Utah can vary depending on a range of factors. While the initial registration fees and ongoing expenses can be a significant investment, many companies find that the benefits of establishing a presence in the state outweigh the costs. By carefully considering the expenses involved and budgeting accordingly, companies can ensure that their foreign LLC in Utah is a success.