Do I need to register?

Do I need to register my business with the Utah Division of Corporations and Commercial Code?

The answer is: it depends.

Whether you must file/register with the division depends on your business’s:

• jurisdiction of formation;
• activities; and
• structure.

Remember that a business formed under the laws of Utah is a domestic business. A business formed under the laws of another jurisdiction, often another state, is a foreign business.

Division forms and the applicable laws are linked below, and we encourage you to review them. Please note that if another unit of government requires that you register with the division, you need to be registered. Also, we encourage you to check with the Utah State Tax Commission to make sure you have all of the information you need from a state tax perspective.

What if I need more help?

Please keep in mind that the division cannot give you legal advice. If you need help understanding how registration requirements apply to your business and its activities, you may consider seeking the advice of an attorney. The Utah State Bar’s Licensed Lawyer referral service can help you find a licensed attorney that meets your needs.

Corporations

Utah nonprofit corporation

• Do I need to register?  |  Yes, you must deliver articles of incorporation to the division to form a Utah nonprofit corporation.
• Applicable law  |  Utah Revised Nonprofit Corporation Act, Utah Code Title 16, Chapter 6a, Part 2 Incorporation

Foreign nonprofit corporation

• Do I need to register?  |  Yes, you must deliver an application for authority to conduct affairs to the division to conduct affairs in Utah.
• What does “conduct affairs” mean?  |  Please refer to Utah Code § 16-6a-1501.
• Applicable law  |  Utah Revised Nonprofit Corporation Act, Utah Code Title 16, Chapter 6a, Part 15 Foreign Nonprofit Corporations

Tribal nonprofit corporation

• Do I need to register?  |  Tribal nonprofit corporations that wish to register may deliver an application for authority to conduct affairs for a foreign tribal corporation to the division.
• Applicable law  |  Utah Revised Nonprofit Corporation Act, Utah Code Title 16, Chapter 6a, Part 15 Foreign Nonprofit Corporations

Utah profit corporation

• Do I need to register?  |  Yes, you must deliver articles of incorporation to the division to form a Utah profit corporation.
• Applicable law  |  Utah Revised Business Corporation Act, Utah Code Title 16, Chapter 10a, Part 2 Incorporation

Foreign profit corporation

• Do I need to register?  | Yes, you must deliver an application for authority to conduct affairs to the division to transact business in Utah.
• What does “transact business” mean?  |  Please refer to Utah Code § 16-10a-1501.
• Applicable law  |  Utah Revised Business Corporation Act, Utah Code Title 16, Chapter 10a, Part 15 Authority of a Foreign Corporation to Transact Business

Tribal profit corporation

• Do I need to register?  |  Tribal corporations that wish to register may deliver an application for authority to conduct affairs for a foreign tribal corporation to the division.
• Applicable law  |  Utah Revised Business Corporation Act, Utah Code Title 16, Chapter 10a, Part 15 Authority of a Foreign Corporation to Transact Business

Utah benefit corporation

• Do I need to register?  |  Yes, you must deliver articles of incorporation to the division to form a Utah benefit corporation.
• Applicable law  |  Benefit Corporation Act, Utah Code Title 16, Chapter 10b, Part 1 General Provisions

Utah professional corporation

• Do I need to register?  |  Yes, you must deliver articles of incorporation to the division to form a Utah professional corporation.
• Applicable law  |  Professional Corporation Act, Utah Code Title 16, Chapter 11, Section 4 Incorporators – Articles of incorporation

Utah business development corporation

• Do I need to register?  |  Please see the section on profit corporations.
• Applicable law  |  Utah Code Title 16, Chapter 13, Section 1 Organization of development corporations under Utah Revised Business Corporation Act – Corporate name
• FYI  | Business development corporations are also licensed, supervised, and examined by the Utah Department of Financial Institutions.

Utah railroad corporation

• Do I need to register?  |  Please see the section on profit corporations.
• Applicable law  |  Utah Code Title 56, Chapter 1, Section 2 Articles of Incorporation — Contents

Utah corporation sole

• Do I need to register?  |  No, as of May 3, 2004, corporations sole can no longer be formed in Utah.
• Applicable law  |  Utah Code Title 16, Chapter 7, Section 16 Prohibition on formation of corporation sole after May 3, 2004

Limited Liability Companies (LLCs)

Utah LLC

• Do I need to register?  |  Yes, you must deliver a certificate of organization to the division to form a Utah LLC.
• Applicable law  |  Utah Revised Uniform Limited Liability Company Act, Utah Code Title 48, Chapter 3a, Part 2 Formation – Certificate of Organization and Other Filings

Foreign LLC

• Do I need to register?  |  Yes, you must deliver a foreign registration statement to the division to do business in Utah.
• What does “do business” mean?  | Please refer to Utah Code § 48-3a-903.
• Applicable law  |  Utah Revised Uniform Limited Liability Company Act, Utah Code Title 48, Chapter 3a, Part 9 Foreign Limited Liability Companies

Tribal LLC

• Do I need to register?  |  Tribal LLCs that wish to register may deliver a foreign registration statement to the division.
• Applicable law  |  Utah Revised Uniform Limited Liability Company Act, Utah Code Title 48, Chapter 3a, Part 9 Foreign Limited Liability Companies

Utah professional services LLC

• Do I need to register?  |  Yes, you must deliver a certificate of organization to the division to form a Utah professional services LLC.
• Applicable law  |  Utah Revised Uniform Limited Liability Company Act, Utah Code Title 48, Chapter 3a, Part 11 Professional Services Companies

Utah series LLC

• Do I need to register?  |  Yes, you must deliver a certificate of organization to the division to form a Utah series LLC.
• Applicable law  | Utah Revised Uniform Limited Liability Company Act, Utah Code Title 48, Chapter 3a, Section 1201 Series of transferable interests

Foreign series LLC

• Do I need to register?  | Yes, you must deliver a foreign registration statement to the division.
• Applicable law  |  Utah Revised Uniform Limited Liability Company Act, Utah Code Title 48, Chapter 3a, Section 1209 Foreign limited liability company — Series

Utah low-profit LLC (L3C)

• Do I need to register?  |  Yes, you must deliver a certificate of organization to the division to form a Utah low-profit LLC.
• Applicable law  |  Utah Revised Uniform Limited Liability Company Act, Utah Code Title 48, Chapter 3a, Part 13 Low-Profit Limited Liability Companies

Utah benefit LLC

• Do I need to register?  |  Yes, you must deliver a certificate of organization to the division to form a Utah benefit LLC.
• Applicable law  |  Benefit Limited Liability Company Act, Utah Code Title 48, Chapter 4

Partnerships

General partnership

• Do I need to register? |  No, a general partnership is formed independent of delivering documents to the division.
• Applicable law  |  Utah Uniform Partnership Act, Utah Code Title 48, Chapter 1d, Part 2 Nature of Partnership

Utah limited liability partnership (LLP)

• Do I need to register?  |  Yes, you must deliver a statement of qualification to the division to make the partnership a Utah LLP.
• Applicable law  |  Utah Uniform Partnership Act, Utah Code Title 48, Chapter 1d, Part 11 Limited Liability Partnerships

Foreign limited liability partnership (LLP)

• Do I need to register?  |  Yes, you must deliver a foreign registration statement to the division to do business in Utah.
• What does “do business” mean?  |  Please refer to Utah Code § 48-1d-1205.
• Applicable law  |  Utah Uniform Partnership Act, Utah Code Title 48, Chapter 1d, Part 12 Foreign Limited Liability Partnerships

Tribal limited liability partnership (LLP)

• Do I need to register?  |  Tribal LLPs that wish to register may deliver a tribal registration statement to the division.
• Applicable law  |  Utah Uniform Partnership Act, Utah Code Title 48, Chapter 1d, Part 12 Foreign Limited Liability Partnerships
•  

Utah limited partnership (LP)

• Do I need to register?  |  Yes, you must deliver a certificate of limited partnership to the division to form a Utah LP.
• Applicable law  |  Utah Uniform Limited Partnership Act, Utah Code Title 48, Chapter 2e, Part 2 Formation – Certificate of Limited Partnership and Other Filings

Foreign limited partnership (LP)

• Do I need to register?  |  Yes, you must deliver a foreign registration statement to the division to do business in Utah.
• What does “do business” mean?  |  Please refer to Utah Code § 48-2e-905.
• Applicable law  |  Utah Uniform Limited Partnership Act, Utah Code Title 48, Chapter 2e, Part 9 Foreign Limited Partnerships

Tribal limited partnership

• Do I need to register?  |  Tribal partnerships that wish to register may deliver a tribal registration statement to the division.
• Applicable law  |  Utah Uniform Limited Partnership Act, Utah Code Title 48, Chapter 2e, Part 9 Foreign Limited Partnerships

Utah limited liability limited partnership (LLLP)

• Do I need to register?  |  Yes, you must deliver a certificate of limited liability limited partnership to the division to form a Utah LLLP.
• Applicable law  |  Utah Uniform Limited Partnership Act, Utah Code Title 48, Chapter 2e, Section 201 Formation of limited partnership – Certificate of limited partnership

Foreign limited liability limited partnership (LLLP)

• Do I need to register?  |  Yes, you must deliver a foreign registration statement to the division to do business in Utah.
• What does “do business” mean?  |  Please refer to Utah Code § 48-2e-905.
• Applicable law  |  Utah Uniform Limited Partnership Act, Utah Code Title 48, Chapter 2e, Part 9 Foreign Limited Partnerships

Assumed Names (DBAs)

• Do I need to register?  |  Yes, you must register with the division if you are carrying on, conducting, or transacting business in Utah under an assumed name. This applies whether business is being carried on, conducted, or transacted as an individual or an entity.
• Applicable law  |  Utah Code Title 42, Chapter 2, Section 5 Certificate of assumed and of true name – Contents – Execution – Filing — Notice

Trusts

Real estate investment trust

• Do I need to register?  |  Yes, you must deliver the declaration of trust to the division.
• Applicable law  |  Real Estate Investment Trust Act, Utah Code Title 16, Chapter 12, Section 3 Declaration of trust – Filing fee

Business trust

• Do I need to register?  |  Yes, you must register with the division before doing business in Utah.
• Applicable law  |  Utah Business Trust Registration Act, Utah Code Title 16, Chapter 15, Section 104 Registration required – Certificate of registration

Cooperative Associations

Utah limited cooperative association

• Do I need to register?  |  Yes, you must submit articles of organization to the division to form a Utah limited cooperative association.
• Applicable law  | Uniform Limited Cooperative Association Act, Utah Code Title 16, Chapter 16, Part 3 Formation and Initial Articles of Organization of Limited Cooperative Association

Foreign limited cooperative association

• Do I need to register?  |  Yes, you must deliver an application for a certificate of authority to the division.
• What does “transact business” mean?  |  Please refer to Utah Code § 16-16-1403.
• Applicable law  | Uniform Limited Cooperative Association Act, Utah Code Title 16, Chapter 16, Part 14 Foreign Cooperatives

Utah agricultural cooperative association

• Do I need to register?  |  Yes, you must file articles of incorporation with the division to incorporate a Utah agricultural cooperative association.

Applicable law  |Uniform Agricultural Cooperative Association Act, Utah Code Title 3, Chapter 1, Section 6 Filing articles of incorporation – Certificate of incorporation – Fees – Constructive notice