Utah Code § 16-1a-501 Definitions.
16-1a-501. Definitions.
Reserved.
Enacted by Chapter 93, 2026 General Session
Foreign Entities
Utah Code tit. 16, ch. 16-1a, pt. 16-1a-P5
in effectUtah Code § 16-1a-502 Governing law.
16-1a-502. Governing law.
(1) The law of the jurisdiction of formation of an entity governs:
(a) the internal affairs of the entity;
(b) the liability of a person as an interest holder or governor for a debt, obligation, or other liability of the entity; and
(c) the liability of a series of a limited liability company or other unincorporated entity.
(2) A difference between the law of an entity's jurisdiction of formation and the law of this state does not preclude a foreign entity from registering to do business in this state.
(3) A foreign entity registering to do business in this state does not authorize the foreign entity to engage in an activity or affair or exercise a power in which a domestic entity of the same type may not engage in this state.
(4) Subsections (1) and (2) apply regardless of whether a foreign entity fails to register to do business in this state in accordance with Section 16-1a-503.
Enacted by Chapter 93, 2026 General Session
Utah Code § 16-1a-503 Registration to do business in this state.
16-1a-503. Registration to do business in this state.
(1) A filing foreign entity may not do business in this state until the filing foreign entity registers with the division in accordance with this chapter.
(2) A filing foreign entity doing business in this state may not maintain an action or proceeding in this state unless the filing foreign entity registers to do business in this state.
(3) The failure of a filing foreign entity to register to do business in this state does not:
(a) impair the validity of a contract or act of the filing foreign entity; or
(b) preclude the filing foreign entity from defending an action or proceeding in this state.
(4) A foreign unincorporated entity, a series of a foreign unincorporated entity, a filing foreign entity, or a foreign limited liability partnership does not waive the limitation on the liability of a series of a foreign unincorporated entity, an interest holder of a filing foreign entity, a governor of a filing foreign entity, or a partner of a foreign limited liability partnership because the foreign unincorporated entity, the series of a foreign unincorporated entity, the filing foreign entity, or the foreign limited liability partnership does business in this state without registering to do business in this state.
Enacted by Chapter 93, 2026 General Session
Utah Code § 16-1a-504 Foreign registration statement.
16-1a-504. Foreign registration statement.
(1) To do business in this state, a filing foreign entity shall deliver a foreign registration statement to the division for filing.
(2) A filing foreign entity shall sign the foreign registration statement described in Subsection (1) and include in the statement:
(a) the name of the filing foreign entity;
(b) if the name of the filing foreign entity does not comply with Section 16-1a-302, an alternate name the filing foreign entity adopts in accordance with Section 16-1a-507;
(c) the filing foreign entity's type of entity;
(d) if the filing foreign entity is a foreign limited partnership, whether the foreign limited partnership is a foreign limited liability limited partnership;
(e) the filing foreign entity's or jurisdiction of formation;
(f) the filing foreign entity's street and mailing address for the filing foreign entity's principal office;
(g) if the law of the filing foreign entity's or jurisdiction of formation requires the filing foreign entity to maintain an office in the jurisdiction of formation, the street and mailing address of the office in the jurisdiction of formation; and
(h) the information required by Section 16-1a-305.
(3)
(a) A filing foreign entity shall include with the foreign registration statement described in Subsection (1) a certificate of existence, or a document of similar import, that the lieutenant governor or other official that has custody of corporate records in the filing foreign entity's jurisdiction of formation authorizes.
(b) A certificate of existence described in this Subsection (3) shall be dated within 90 days before the day on which the foreign filing entity delivers the foreign registration statement to the division for filing.
Enacted by Chapter 93, 2026 General Session
Utah Code § 16-1a-505 Amending a foreign registration statement.
16-1a-505. Amending a foreign registration statement.
(1) Subject to Subsection (2), a registered foreign entity shall sign and deliver to the division for filing an amendment to the registered foreign entity's foreign registration statement if one of the following changes:
(a) the registered foreign entity's name;
(b) the registered foreign entity's jurisdiction of formation;
(c) an address required by Section 16-1a-403; or
(d) the information required by Section 16-1a-305.
(2)
(a) If information described in Subsection (1)(a) or (b) changes, a foreign filing entity shall deliver with the amendment described in Subsection (1) a certificate of existence, or a document of similar import that the lieutenant governor or other official that has custody of corporate records in the filing foreign entity's jurisdiction of formation authorizes.
(b) A certificate of existence described in this Subsection (2) shall be dated within 90 days before the day on which the foreign filing entity delivers the amendment to the division for filing.
Enacted by Chapter 93, 2026 General Session
Utah Code § 16-1a-506 Activities that do not constitute doing business.
16-1a-506. Activities that do not constitute doing business.
(1) The following activities of a filing foreign entity do not constitute doing business in this state:
(a) maintaining, defending, mediating, arbitrating, or settling an action or proceeding;
(b) carrying on an activity concerning the filing foreign entity's internal affairs, including holding meetings of the filing foreign entity's interest holders or governors;
(c) maintaining an account in a financial institution;
(d) maintaining an office or an agency for the transfer, exchange, and registration of the filing foreign entity's or the foreign limited liability partnership's securities;
(e) maintaining a trustee or a depository for the filing foreign entity's securities;
(f) selling through an independent contractor;
(g) soliciting or obtaining an order by any means if the order requires acceptance outside this state before the order becomes a contract;
(h) creating or acquiring indebtedness, a mortgage, or a security interest in property;
(i) securing or collecting a debt;
(j) enforcing a mortgage or a security interest in a property;
(k) holding, protecting, or maintaining property the filing foreign entity acquires by enforcing a mortgage or a security interest;
(l) conducting an isolated transaction that is outside the scope of the filing foreign entity's ordinary course of business;
(m) owning real property; and
(n) doing business that constitutes interstate commerce.
(2) A person does not do business in this state by being an interest holder or a governor of a foreign entity that does business in this state.
(3) This section does not apply when determining whether the contacts or activities subject a filing foreign entity to service of process, taxation, or regulation under a law of this state outside of this chapter.
Enacted by Chapter 93, 2026 General Session
Utah Code § 16-1a-507 Noncomplying name of a foreign entity.
16-1a-507. Noncomplying name of a foreign entity.
(1)
(a) A filing foreign entity whose name does not comply with Section 16-1a-302 may not register to do business in this state until the filing foreign entity adopts, for the purpose of doing business in this state, an alternate name that complies with Section 16-1a-302.
(b) A filing foreign entity that registers under an alternate name under this Subsection (1) is not required to comply with Title 42, Chapter 2, Conducting Business as a D.B.A.
(2) After registering to do business in this state with an alternate name, a filing foreign entity described in Subsection (1) shall do business in this state under:
(a) the alternate name;
(b) the filing foreign entity's name, with the addition of the filing foreign entity's jurisdiction of formation; or
(c) a name Title 42, Chapter 2, Conducting Business as a D.B.A., authorizes the filing foreign entity or to use.
(3) If a filing foreign entity changes the filing foreign entity's name to a name that does not comply with Section 16-1a-302, the filing foreign entity may not do business in this state until the filing foreign entity complies with Subsection (1).
Enacted by Chapter 93, 2026 General Session
Utah Code § 16-1a-508 Withdrawal of registration of registered foreign entity.
16-1a-508. Withdrawal of registration of registered foreign entity.
(1) A registered foreign entity may withdraw the registered foreign entity's registration by delivering a statement of withdrawal to the division for filing.
(2) A registered foreign entity shall sign the statement of withdrawal described in Subsection (1) and state on the statement of withdrawal:
(a) the registered foreign entity's name;
(b) the registered foreign entity's jurisdiction of formation;
(c)
(i) that the registered foreign entity does not currently do business in this state; and
(ii) that the registered foreign entity withdraws the registered foreign entity's registration to do business in this state;
(d) an address to which a person may make service of process to the registered foreign entity as described in Subsection (3); and
(e) if the registered foreign entity is a foreign corporation or foreign nonprofit corporation, the federal employer identification number of the registered foreign entity.
(3) After a registered foreign entity withdraws the registered foreign entity's registration in accordance with this section, a person may make service of process in an action or proceeding based on a cause of action arising during the time the entity was registered to do business in this state in accordance with Section 16-1a-412.
(4) A registered foreign entity withdraws the registered foreign entity's registration:
(a) on the effective date of a conversion, if the registered foreign entity converts to a filing domestic entity;
(b) on the effective date of a merger, if the registered foreign entity is not the surviving entity after the merger occurs; or
(c) on the effective date of a domestication, if the registered foreign entity becomes a registered domestic entity through domestication.
(5)
(a) After receiving a foreign corporation's or a foreign nonprofit corporation's statement of withdrawal, the division shall:
(i) provide the State Tax Commission with the foreign corporation's or the foreign nonprofit corporation's federal employer identification number; and
(ii) request that the State Tax Commission certify that the foreign corporation or foreign nonprofit corporation is in good standing.
(b) The State Tax Commission shall certify that a foreign corporation or a foreign nonprofit corporation is in good standing if the foreign corporation or foreign nonprofit corporation pays each tax, fee, and penalty the foreign corporation or foreign nonprofit corporation owes to the State Tax Commission.
(c) If a foreign corporation or a foreign nonprofit corporation is not in good standing as described in Subsection (5)(b), the State Tax Commission shall:
(i) notify the division that the foreign corporation or the foreign nonprofit corporation is not in good standing; and
(ii)
(A) notify the foreign corporation or the foreign nonprofit corporation that the foreign corporation or the foreign nonprofit corporation is not in good standing; and
(B) provide the foreign corporation or the foreign nonprofit corporation a detailed explanation as to why the foreign corporation or foreign nonprofit corporation is not in good standing.
Enacted by Chapter 93, 2026 General Session
Utah Code § 16-1a-509 Transfer of registration.
16-1a-509. Transfer of registration.
(1) If a registered foreign entity merges with a nonregistered foreign entity or converts to a foreign entity that is required to register with the division to do business in this state, the foreign entity shall deliver to the division for filing an application for a transfer of registration.
(2) A surviving or converted entity described in Subsection (1) shall sign an application for a transfer of registration and state on the application for a transfer of registration:
(a) the registered foreign entity's name before the merger or conversion;
(b) the type of entity the surviving or converted entity was before the merger or conversion;
(c) the name of the surviving or converted entity, and if the name does not comply with Section 16-1a-302, an alternate name adopted in accordance with Section 16-1a-507;
(d) the surviving or converted entity's type of entity;
(e) the surviving or converted entity's jurisdiction of formation; and
(f) the following information relating to the surviving or converted entity, if different from the information for the registered foreign entity before the merger or conversion:
(i) the street and mailing addresses of the surviving or converted entity;
(ii) if the law of the surviving or converted entity's jurisdiction of formation requires that the surviving or converted entity maintain an office in the jurisdiction of formation, the street and mailing address of that office; and
(iii) the information required in accordance with Section 16-1a-305.
Enacted by Chapter 93, 2026 General Session
Utah Code § 16-1a-510 Termination of registration.
16-1a-510. Termination of registration.
(1) The division may terminate a registered foreign entity's registration in the manner described in Subsection (2) or (3) if the registered foreign entity fails to:
(a) pay a fee, tax, interest, or penalty that the division requires, within 60 days after the day on which the division requires payment;
(b) deliver to the division for filing an annual report that the division requires, within 60 days after the division requires that the division file the annual report;
(c) designate a registered agent as required in Section 16-1a-402; or
(d) deliver to the division for filing a statement of change as described in Section 16-1a-407 within 30 days after the day on which a change occurs in the registered foreign entity's registered agent's name or address.
(2) The division may terminate the registration of a registered foreign entity by:
(a) filing a notice of termination or noting the termination in the division's records; and
(b) delivering a copy of the notice or a copy of the information in the notation in the division's records to:
(i) the registered foreign entity's registered agent; or
(ii) if the registered foreign entity does not have a registered agent, to the registered foreign entity's principal office.
(3) The division shall include in a notice of termination or a notation in the division's records described in Subsection (2):
(a) the effective date of the termination, which the division shall set at least 60 days after the day on which the division delivers the copy of the notice or copy of the information in the notation in the division's records; and
(b) the grounds under which the division terminates the registered foreign entity's registration under Subsection (1).
(4) The registration of a registered foreign entity to do business in this state ends on the effective date of the notice of termination or notation in the division's records described in Subsection (2), unless before the effective date, the entity cures each ground for termination the division states in the notice of termination or notation in the division's records.
(5) If a registered foreign entity cures each ground for termination in accordance with Subsection (4), the division shall file a record stating that the registered foreign entity has cured each ground for termination.
Enacted by Chapter 93, 2026 General Session
Source: Utah Office of Legislative Research and General Counsel (le.utah.gov)URL: https://le.utah.gov/xcode/Title16/Chapter1A/16-1a-P5.html?v=C16-1a-P5_2026050620261001Fetched: 10/26/2026