The Utah Division of Corporations and Commercial Code requires a Certificate Of Good Standing (CGS) to be issued within 90days of filing a Foreign Registration statement. If you are required to register under the Foreign Corporation Act, you must file a Foreign Registration Statement (Form FRS). You must pay the fee for the registration, unless you qualify as a foreign corporation exempt from registration. For example, a foreign corporation operating solely outside of Utah does not require a CGS. However, a foreign corporation operating in Utah must obtain a CGS.
If you are required to register as a foreign corporation under the Uniform Limited Partnership Act, you must file Form FP-1. If you are required under the Uniform Limited Liability Company Act, you must file either Form FLA-1 or Form FLA-2.
In addition, if you are required to register for the purpose of conducting business in Utah, you must file a Certificate of Good Standing (CGS), which includes information about the registered agent, principal place of business, address, telephone number, and email address.
You must renew your CGS every year. Failure to do so could result in fines.
Table of Contents
What is an Utah certificate of authority?
A Utah certificate of authority is required if you want to operate lawfully in Utah. This includes registering a business name, obtaining a business license, opening a bank account, or getting a commercial driver’s license. If you do not obtain one, you could face fines, penalties, or even jail time.
Companies operating in Utah must register with the state division of corporations and commercial code. They must file a form called Form D, which requires information about the company, including the owner(s), officers, directors, address, telephone number, principal place of business, and date of incorporation.
There are different kinds of certificates. For example, there is a corporate charter, which allows a corporation to conduct business; a limited partnership agreement, which gives partners ownership interests; and a general partnership agreement, which gives each partner equal ownership interest.
When do I need a certificate of authority?
In most states, opening an office or physical location requires that you obtain a certificate of authority (COA). This document verifies that you are legally authorized to conduct business in the state. You might think that it’s enough to just open up shop; however, hiring an employee who lives in a state where you want to employ them is necessary if you plan to hire someone who needs to live in that area. In addition, before starting a project in a state, you must apply to the state for a license.
There are several different types of COAs, including those for general contractors, limited liability companies, professional corporations, sole proprietorships, partnerships, and unincorporated associations. Each type of COA has specific requirements and limitations that govern how you can use it. For example, each type of COA allows you to engage in certain activities in the state while others limit what you can do.
How can I obtain an authority certificate from Utah?
To apply for a Utah certificate, you must file an online application with the Secretary of States office. You can find out how to do it here. Once you submit your application, you’ll receive a confirmation email containing information about where to send payment.
Your documents should include proof of residence in Utah, proof of organization in Utah, and proof that you are registered in another state. In addition, a registered agent needs to be named in order to complete your filings.
For Foreign Limited Liability Companies:
Utah law requires foreign limited liability companies (LLCs) to obtain a certificate of good standing from the secretary of state. This document verifies that the LLC is properly registered and authorized to conduct business in the state.
A foreign LLC must file an Annual Report with the secretary of state if its principal place of business is outside Utah. The LLC must register with the state if it is incorporated in Utah.
An LLC operating in Utah must comply with state registration requirements unless it qualifies under one of several exemptions.
For Foreign Nonprofit Corporations:
Utah does not require nonprofit corporations operating in the state to obtain a Certificate of good standing before conducting business in the state. However, a corporation must file an application with the Secretary of State’s office to register as a foreign corporation if it wishes to do business in Utah. This includes transacting business in Utah, making contracts in Utah, receiving dividends in Utah, owning property in Utah, leasing property in Utah, borrowing money in Utah, selling goods or services in Utah, or engaging in any activity that requires registration under the Utah Business Corporation Act.
A corporation must pay $100 annually for each registered agent that serves as the corporation’s representative in Utah. An individual cannot act as both a registered agent and a director. If a corporation fails to renew its registration within one year of its expiration date, the corporation automatically loses its status as a foreign corporation.
For Foreign Professional Corporations:
Utah does not require a Certificate Of Good Standing for foreign professional corporations. A foreign corporation must file an Application for Authority to Conduct Affairs form if it wants to transact business in Utah. This form requires information about the corporation’s principal place of business, officers, directors, shareholders, and registered agents. If you are doing business in Utah, make sure you register your foreign corporation here.
An agent cannot represent the company without authorization from the Board of Directors.
For Foreign Limited Liability Partnerships:
A foreign limited liability partnership must register with the Utah Department of Commerce if it intends to transact any business within the state. To do so, the foreign limited liability partnership must submit an agency statement with the department. This document indicates whether the foreign limited liability partnership is doing business in Utah. If the foreign limited liability partnership wants to conduct business in Utah, it must obtain a permit from the department.
The foreign limited liability partnership must appoint one person to serve as its registered agent. This person must be authorized to accept service of process on behalf of the foreign limited liability partnership. He/she must reside in Utah and maintain office space in the state.
If the foreign limited liability partnership conducts business in Utah, the department must pay annual registration fees. These fees are based on gross receipts generated by the foreign limited liability partnership during the preceding calendar year.
In addition, the foreign limited liability partner must pay fees to the department to renew its registration each year. These renewal fees are based on the amount of gross receipts generated by the partnership during the previous calendar year.
For Foreign Limited Liability Limited Partnerships:
A foreign limited liability partnership (FLLP) is a type of entity used in some countries to limit personal liability of partners. In most cases, it is similar to a corporation or limited liability company. However, unlike a corporation, an FLLP does not require shareholders and cannot issue stock. Instead, each partner owns a percentage interest in the FLLP and shares responsibility for its debts.
An FLLP must file an FLLPS form with the Utah Secretary Of State’s office before doing business in Utah, unless the articles of organization provide otherwise. If you are considering forming an FLLP, we recommend contacting us for assistance. We can help you determine whether an FLLP is appropriate for your needs and answer any questions you might have.
The filing fee for an FFLP is $150.0 plus any applicable fees charged bv the state where the FFLP is registered.
California law requires foreign corporations to comply with certain requirements before conducting business within the state. This includes registering a foreign corporation in California, maintaining a corporate agent for the service of process, obtaining permits and licenses, and complying with tax laws.
If you are considering starting a business in California, we strongly suggest you consult our experts to make sure your business complies with California law.
We offer free consultations to discuss your options. Contact us today at 888-835-7336.
How long does it take for the state to process the Utah Certificate of Authority?
Utah requires a foreign corporation to file a Foreign Registration with the Utah Division of Corporation Commission before doing business in Utah, and to obtain a Utah Certificate of Authority before opening an office or physical location.
The division of corporation commission must receive the application within 30 days, and issue the certificate within 60 days.
The filing requirements are slightly different for corporations, partnerships, limited liability companies, and limited partnerships. They require a registration statement with the Utah Department Of Commerce, and a certificate of authority with the division of corporation commission.
A foreign corporation needs to file an FRS with the department of commerce before applying for the certificate of authority.
To obtain the certificate of authority, a foreign corporation must file a FRSA with the division of corporation commision.
Hiring employees who live in UT is required under Utah law.
In addition, a foreign corporation must appoint a registered agent in Utah if it wants to keep records in Utah.
Frequently Asked Questions
How will I get verification of qualification back from Utah?
The Utah Division of Occupational and Professional Licensing (UDPL) recently updated its website regarding how to verify qualifications. In July 2018, the UDPL announced that it would no longer accept documents submitted via email. This change came into effect on January 1st, 2019. To file online, you must submit a completed application form along with supporting documentation. A $20 fee applies for each document uploaded. Documents are accepted up to three months following the date of filing.
How long does it take for the state to process the Utah Certificate of Authority?
Utah residents must apply for a certificate of authority online. You can do this yourself or hire someone else to do it for you. If you choose to do it yourself, here are some tips to help make sure you don’t miss anything important.
The application itself doesn’t require much information; just name, address, phone number, email, occupation, employer, and whether you’re applying for a corporation or LLC.
You’ll need to provide proof of identity, such as a driver’s license or passport, along with a Social Security card.
After submitting the form, you’ll receive a confirmation email within 24 hours. This is where you’ll find instructions about how to pay the fee.
Payment options include credit cards, debit cards, PayPal payments, checks, money orders, and cashier’s check.
If you prefer, you can mail in a check. Use certified mail because the post office keeps track of mailed documents.
Once we’ve received payment, we’ll send you a receipt for your records. Then you’ll receive notification via email once your certificate is ready.
James Rourke is a business and legal writer. He has written extensively on subjects such as contract law, company law, and intellectual property. His work has been featured in publications such as The Times, The Guardian, and Forbes. When he’s not writing, James enjoys spending time with his family and playing golf.