About the Division of Corporations
The Division of Corporations and Commercial Code in the Utah Department of Commerce registers all statutory business entities, state trademarks, and article 9 lien notice filings. The Division also records certain service of process and bankruptcy filings. There are other less noticeable, but equally important filings.
Those businesses which should register with the division are: profit and non-profit corporations, limited liability companies, limited partnerships, limited liability partnerships, general partnerships, sole proprietors who have an assumed name, business trusts, real estate investment trusts, and any other assumed business name. Those entities which are created by the filing with the division are: corporations and limited liability companies. All other filings are notice filings and those entities can exist without the filing in the division.
The trademark law covers notice for the State of Utah only. Federal trademark law will offer protection for the entire United States. The state law ties into the federal statute in that it requires the filer to affirm that they checked the federal registry and their filing will not infringe on any federal filing. It is the responsibility of the filer to discover any similar filings.
The Division no longer accepts service of process for businesses that were registered in Utah, but no longer maintain a registered agent. The reason for this is due to a new law that went into effect in May 2009 Service of Process. Out-of-state motorist service is also filed with the division. Bankruptcy filings are sent to the division for notice.
The Division also files Uniform Commercial Code filings relative to Revised Article 9. These are notice filings which report the existence of a secured transaction. The Division also files agricultural liens under the CFS (Federal Food Security Act) filing guidelines.
As well as all the above mentioned activities, the Division is charged with a variety of small filings, such as: the Governmental Entity Database - an online directory of contact for any governmental entity; One Stop Business Registration web site - a partnership with multiple agencies from local, state and federal level; digital signatures certification agents; archival business research - searching old stock certificates to find disposition of business entity; and individual name searches - those people involved as principals in businesses.
The Division staffs an information and help phone bank which answers thousands of phone calls each month. The help staff also man an online information chat for those using our online services. The agency has two help counters for walk-in service.
The Division of Corporations and Commercial Code provides many services, but is not an investigative nor enforcement agency. The Division will not compel anyone to make statutorily required filings, but will, in good faith, accept any statutorily compliant filings.