How to Form a Utah Foreign LLC
What is a Utah Foreign LLC?
In the United States, just because you are registered to do business in one state does not mean that you can legally do business in another state.
If you want to transact any serious business in a state other than the state in which your LLC is registered, most likely you will
have to register with the state in which you want to do business before you can legally conduct business there.
For example, a LLC that is registered in California wants to do business in Utah.
The California LLC is a "Domestic" LLC in California and will be a "Foreign" LLC in Utah.
The California LLC needs to register with the Utah Department of Commerce as a Utah Foreign LLC.
The use of the term Foreign in this case refers specifically to individual US states.
The US government, including the IRS, considers a Foreign company to be a company that is registered outside
of the United States.
What is a Utah Foreign LLC Qualification?
You want to do business in the state of Utah but are registered as a LLC in another state.
In order to legally conduct business in the state of Utah you must register with the Utah Department of Commerce as
a
Foreign LLC.
The process of registering as a Foreign LLC in Utah is called
Utah LLC Foreign Qualification.
The process of Utah LLC Foreign Qualification is similar to the process of forming a Domestic LLC in Utah.
Your original home LLC formation documents (frequently called Articles of Organization) and By Laws apply to your Utah Foreign LLC.
The Officers and Directors of your home LLC will have the same roles in the Utah Foreign LLC.
Specific requirements to qualify as a Foreign LLC in Utah are explained below.
Once you have made the decision to Qualify as a Foreign LLC in Utah,
a Utah lawyer can file your documents and act as a middle man for a few hundred dollars an hour;
or you can use an online service provider like All Business Documents to perform these services.
Put the money you save with All Business Documents right where it belongs: into your new Utah Foreign LLC.
Do I need a lawyer to Form a Foreign LLC in Utah?
The short answer is no.
The state of Utah does not legally require a lawyer to form a
Utah Foreign LLC.
Our detailed
Foreign Qualification page may help you understand some
of the implications of forming a
Utah Foreign LLC.
However, if there is
anything about forming a Foreign LLC in Utah
that you're not sure about you should seek the advice of a competent Utah lawyer, a Utah accountant,
or both
before you form a Foreign LLC in Utah.
Once you have made the decision to form a Foreign LLC in Utah, a Utah lawyer
can file your documents and act as a middle man for a few hundred dollars an hour; or you can use an online service provider like All Business Documents
to perform these services and
save money that you can use in your new Utah Foreign LLC.
Do I have to Reserve a Company Name before I Form a Foreign LLC in UT?
You are not legally required to reserve a Company Name for a new Utah LLC Corporation before you submit your application to Form a Foreign LLC
in Utah.
The LLC name that you have registered in your home state may or may not be available in Utah.
In that case you need a different name your Utah Foreign LLC.
Whether or not you need to reserve a company name for your new Utah Foreign LLC depends entirely on your business situation.
The Utah Department of Commerce uses LLC names on a first come first served basis.
So if you think that someone may snatch the Company Name that you have in mind, you may want to reserve that Utah Foreign LLC Name.
What if the Utah Foreign LLC Name I want is already taken?
If the Name you have chosen for your new Utah Foreign LLC is already in use by a currently active
Utah Corporation or LLC then you will have to register a DBA Name with the Utah Department of Commerce. "DBA" is an abbreviation for "
Doing
Business
As."
We verify that the Name you have chose for your new Utah Foreign LLC is available
before we submit
your Foreign LLC filing to the Utah Department of Commerce.
If necessary we can register a DBA Name in Utah for you so that you can open your new Utah business as quickly as possible.
What do I have to do BEFORE I Form a Foreign LLC in Utah?
- Choose a name for your Utah Foreign LLC
You can use the same name in Utah that you use in your home state, however, if the name of your Domestic LLC is not available you need to choose another name.
Your Utah Foreign LLC name can identify the type of products and services your business will provide;
or it may be the name of the founder; or it can be a combination of the two or something else.
In any case, the Utah Foreign LLC name that you choose must be distinguishable from the name of any other registered Utah LLC or other
business entity and the name must also be different from any reserved names on record with the state of Utah.
Your Utah Foreign LLC name must not imply that it was formed for a purpose other than that stated in the
Articles of Organization for your Domestic LLC and your Utah Foreign LLC name must not be a name that is likely to mislead the public.
The name of a Utah Foreign LLC must include the word "Limited Liability Company" or
or the abbreviation "LLC" or "L.L.C.".
It's important to choose a good name for your Utah Foreign LLC because if you want to change it after you qualify you
will have to file amended documents with the Utah Department of Commerce (and pay a fee).
We will check to make sure that your requested Utah Foreign LLC name is available and conforms to all state of Utah
Limited Liability Company naming regulations.
- File Registration Documents with the Utah Department of Commerce
In order to Qualify as a Foreign LLC in Utah you must file Registration Documents with the Utah Department of Commerce.
In Utah the registration documents are named "Application for Authority to Transact Business for a Foreign Limited Liability Company".
The registration documents must include certain specific information about your Utah business.
If the LLC Registration Documents do not conform exactly to state of Utah Foreign LLC requirements they will be rejected.
If you need to change any of the information on your registration documents after your Utah Foreign LLC has been approved,
you may amend the registration documents for your Utah Foreign LLC but you will have to pay a fee to the state of Utah in order to make the changes official.
- Determine how you want your Utah Foreign LLC to be taxed
The Utah Corporate Income Tax Rate is 5%.
You may choose that your Utah Foreign LLC is to be taxed as a C Corporation or S Corporation.
A C Corporation is what you may think of as a traditional Corporation like General Electric or Ford.
C Corporations pay a Corporate income tax to the state if that state taxes Corporations.
You may choose to have your Utah Foreign LLC taxed as a S Corporation.
S Corporations "pass through" all corporate profits to the shareholders (owners) who then pay tax at their applicable personal rate.
S Corporations do not pay any Utah Corporate Income Tax.
The minimum Utah Corporate Income Tax is $100.
All Utah Corporations must pay the minimum Utah Corporation Income Tax even if no business was conducted in the state of Utah during the fiscal year.
If you form a Single Member Utah Foreign LLC and do not specify to the IRS how you want to be taxed your Single Member Utah Foreign LLC
will be taxed as a Sole Proprietorship.
If you form a Multiple Member Utah Foreign LLC and do not specify to the IRS how you want to be taxed your Multiple Member Utah Foreign LLC
will be taxed as a Partnership.
If you choose to be taxed as an S Corporation, we can prepare the S Corporation election form for your Utah Foreign LLC and include it with
your final Foreign LLC documents.
What do I have to do AFTER I Form a Foreign LLC in Utah?
- Obtain Business Licenses from the cities and counties in which you plan to do business
Note that forming a Utah Foreign LLC doesn't take the place of obtaining a local business license, tax
registration certificate, or other required business permits.
A Utah Foreign LLC merely creates an ownership structure that limits the owners' personal liability.
You may still need to take care of getting set up to do business with your local government.
Depending on the nature of the business and the location of your Utah Foreign LLC within Utah you may need to get one or more local
business licenses or permits.
The business licenses or permits that are required for your Utah Foreign LLC vary depending on your business activities
and the specific locations within the state of Utah in which you want to conduct business.
If your Utah Foreign LLC will be selling products in Utah you may be required to obtain a Reseller's Permit from the appropriate
Utah state agency.
If your Utah Foreign LLC will be selling products in Utah you will also be responsible for all applicable local and state of Utah
sales taxes if there are any.
We have the expertise to find out exactly which state and local permits that you need for your specific business.
- File the required reports for your Utah Foreign LLC
The Utah Annual Report includes basic information about your Utah Foreign LLC including information on your business location as well as the names of the Officers and Directors.
Failure to submit a properly completed Utah Annual Report to the Utah Department of Commerce on or before the
due date may subject the Utah Foreign LLC to being administratively dissolved in the state of Utah or having its authority to
transact business in the state of Utah revoked by the Utah Department of Commerce.
Penalties may accrue if you fail to file any Utah Foreign LLC Annual Report to the Utah Department of Commerce by the due date.
- Keep proper records of your Utah Foreign LLC on file
Keep the following records on file and available at the principal business office of your Utah Foreign Corporation:
- Names and addresses of all Members and Managers of the Utah Foreign LLC
- Foreign LLC formation documents and any Amendments to them
- Utah Foreign LLC Operating Agreement and any Amendments to them
- Copies of any LLC Resolutions which have been adopted by the Utah Foreign LLC
- Copies of all tax returns and Annual Reports for the Utah Foreign LLC for the last 3 years
- Pay your taxes to the state of Utah
Foreign LLCs that either do business in the state of Utah or that derive income from sources within the state of Utah are subject
to Utah and federal tax laws.
If you are engaged in intrastate business and derive income from other states besides Utah, you must allocate the amount of income derived
from the state of Utah in order to determine your Utah state taxes.
What information do I need in order to Form a Foreign LLC in Utah?
In order to Form a Foreign LLC in Utah you'll need the following information about your new Company:
- The name of your new Utah Foreign LLC along with your second choice of a name in case the name that you want is not available
- Physical address of the Foreign LLC office in Utah (not a PO Box)
- A description of the nature of the business you are planning to operate with the Utah Foreign LLC
- Whether the Utah Foreign LLC will be managed by LLC Members or Managers
- When the Utah Foreign LLC will start and when it will cease to exist (normally the Foreign LLC starts on the date the application is filed and will exist perpetually)
Remember -
ALL the information that you provide when you Form a Foreign LLC in Utah becomes part of the public record.
Our data entry forms include the
absolute minimum amount of information that is required in order to Form a new Foreign LLC in Utah.
How long does it take to Form a Foreign LLC in Utah?
Processing times for new Utah Foreign LLC applications vary depending on the work load of the
Department of Commerce's staff.
We've found that normal processing of new Utah Foreign LLC applications takes the state around 5-8 business days.
Add 2-3 days for the time period for shipping the final documents by mail.
Choosing our Express Mail option can shave a couple of days off the total processing time for your new Utah Foreign LLC.
PLEASE NOTE: WE CANNOT GUARANTEE UTAH DEPARTMENT OF COMMERCE PROCESSING TIMES.
The Utah Department of Commerce reserves the right to extend expedite periods in time of extreme volume, staff shortage or
equipment malfunction.
We are dependent on, and have no control over, the staff and systems of the Utah Department of Commerce.
In our experience 5-8 business days is the time it
usually takes the Utah Department of Commerce to process
a new Utah Foreign LLC application.
We get your Utah Foreign LLC application to the UT Department of Commerce ASAP.
Once it is at the state we have no control over the new Utah Foreign LLC application process.
How much does it cost to Form a Foreign LLC in Utah?
The state of Utah charges $83.00 to Form a Foreign LLC in UT.
That includes the Department of Commerce's filing fee and a Certified Copy of your new Utah Foreign LLC filing.
If you choose us to help you Form your Foreign LLC in Utah our processing fees are $145.00.
This includes:
- Same day processing in of your new Utah Foreign LLC order
- UT Name Check and Verification
- Prepare Application for Authority to Transact Business for a Foreign Limited Liability Company
- File Formation Documents with the Utah Department of Commerce
- Certified Copies of Formation Documents
- Utah Foreign LLC Checklist
- Priority Mail Delivery
- Unlimited Customer Support
If you are ready to Form a Utah Foreign LLC, choose which Utah
Foreign LLC options that you want below then click the Next Step button.
If you have any questions regarding our Utah Foreign LLC services you can call us at
855-771-2477 or email us at
CorpServices@AllBizDocs.com.
Utah Foreign LLC Cost Estimator
Our UT Foreign Qualfication Services include:
(These services are included in our processing fees)
Optional Utah Foreign Qualification Services
(Choose options, cost is updated automatically)
-
Expedited Service - $75
explain
Normal processing time for a new Utah Foreign LLC is 5-8 business days.
For an additional $75 the Utah Secretary of State will process
a new Utah LLC filing within 24 hours.
This is the time by which the Utah Department of Commerce will either approve or deny the Foreign LLC application.
Utah Foreign LLC applications must be received by the Department of Commerce before noon Utah time for the process to start that day.
Another way to expedite your order is to choose the Express Mail option.
The Express Mail option can cut the document delivery time in half.
- Express Mail - $35
explain
If you really need your original approved Application for Authority to Transact Business for a Foreign Limited Liability Company in your hands quickly, the
Express Mail option can cut the delivery time in half.
The Express Mail option has no effect on the Utah Department of Commerce's processing time. For the quickest turn-around time also choose the Expedited Service option.
-
S Corporation Election - $50
explain
S Corporations are taxed differently than C Corporations.
With an S Corporation, business profits may be "passed through" directly to the shareholders.
This avoids the double tax on both corporate and shareholder profits.
S Corporations do not pay any Utah Corporate Income Tax.
We can prepare the S Corporation Election form for you and include it with your final Foreign LLC documents pakage.
-
UT Registered Agent - $135
explain
Every Utah Foreign LLC is required to have an address within the state of Utah where
official and legal correspondence can be delivered.
The individual or company that is registered with the state of Utah to receive all correspondence
on behalf of the Foreign LLC is called a Registered Agent.
You may act as your own Registered Agent, however, many Foreign LLCs hire a Registered Agent because they don't have a physical address within
Utah or to provide a distinct level of privacy.
We can act as your Utah Foreign LLC Registered Agent.
This is an annual service.
We will forward all correspondence to you and will remind you when it is time to renew your UT Registered Agent services.
-
UT Good Standing Certificate - $45
explain
A Utah Good Standing Certficate is proof of the existence of your new Utah Foreign LLC.
The Certificate is issued by the Utah Department of Commerce and is proof that your UT Foreign LLC is not behind on any
of its Utah Department of Commerce Corporate obligations.
A Utah Good Standing Certificate is often required for loans, to apply for business licenses, or for tax or other business purposes
in the state of Utah or in any other state.
We can get your Utah Good Standing Certificate immediately after the Utah Department of Commerce has approved your Foreign LLC filing.
-
Federal EIN - $65
explain
An FEIN is like a Social Security Number for your Utah Foreign LLC.
We can get your FEIN on the same day that your Application for Authority to Transact Business for a Foreign Limited Liability Company are approved by the Utah Department of Commerce.
You can get your FEIN before your articles are approved by the Utah Department of Commerce but it's a good idea to wait until
after approval.
Your filing may be rejected or the Foreign LLC name that you want may not be approved.
Changing information on an FEIN filing is not a trivial exercise with the IRS.
-
Foreign LLC Kit and Seal - $99
explain
While you're not required to have a Foreign LLC Kit and Seal for your new Utah Foreign LLC they do come in handy.
The UT Foreign LLC Kit consists of a beautiful customized binder, stock certificates, a stock ledger
and your custom Foreign LLC Seal.
The Foreign LLC Seal is used to emboss important company documents, such as stock certificates.
The binder also includes dividers so you can use it for all of your Utah Foreign LLC record keeping.
-
Business License Research - $175
explain
Most new Utah Foreign LLCs are required to get some kind of state, regional or local permits or business licenses.
The task to figure out exactly what you need can be daunting.
We can determine exactly which forms you need to fill out, fill them out for you and file the forms with the appropriate government agency
where possible.