Obtaining a Certificate of Existence in Utah

A Utah Certificate of Existence (COE) is often required when a business seeks to enter into a business relationship with another company or a government entity. Although some businesses may never have to provide this document, others may find that it forms the backbone of their application when looking to rent commercial property or engage in a government-run project.

What is a Utah Certificate of Existence?

A Certificate of Existence indicates that a business registered with the State of Utah has met the compliance requirements for the state and is legally permitted to conduct business in the state. In Utah and many other states, this document can also be referred to as a Certificate of Good Standing.

Compliance plays a big part in the request for a Certificate of Existence. If you’re not aware of the relevant requirements, you run the risk of not being able to obtain one.

The Utah Division of Corporations and Commercial Code issues the COE. At ZenBusiness, we can help you with a worry free compliance service that helps get your business in line with key requirements.

What does a Certificate of Existence confirm?

The list of information on the Utah COE includes:

• A certificate number
• The type of certificate (in this case, a Certificate of Existence)
• Registration number of the entity in question
• Business name
• Registration date
• Entity type
• The status of the entity

It goes on to explain that the entity is authorized to transact business in Utah, is registered, and has paid all fees and penalties. It also states that the entity has filed all its annual reports, unless the entity is delinquent. Finally, it states that Articles of Dissolution haven’t been filed, and thus the business is active.

Why might a business need a Utah Certificate of Existence?

A COE isn’t a mandatory document, and some businesses may not need to request one at all. However, there are instances where other enterprises or organizations may want to see if a business they’re looking to engage with is authorized to do business and has met compliance standards.

• Registering to do business in another state. Before you’re able to expand your business into another state, you’ll need a Certificate of Existence to demonstrate your good standing in your business’s state of origin.
• Applying for funding. Whether funding takes place through an investor or a financial institution, chances are good that the financier will request a COE.
• Opening a bank account. Many mainstream banks will require a COE as part of their requirements.
• Buying business insurance. Business insurance is more complex than personal insurance, but risk is the key element. One of the ways an insurer can check whether a business is authorized to trade is through a COE. This is taken into account during the underwriting process, which determines the type and cost of coverage.
• Contract formation with state/other business. Businesses that need to secure commercial premises for their operations often enter into lease agreements. Landlords need to ensure that the business they’re engaging with will meet its monthly rent obligations, and that requires it to be authorized to trade in Utah. A Certificate of Existence provides vital information for this type of business relationship.
• Selling/transferring part or all of the business. Taking over a business is about more than just checking whether it’s solvent and profitable. Incoming owners will also want to know that compliance matters are in order.
• Renewing certain licenses and permits. Some federal, state, or local authorities might request proof that the business has met its compliance requirements before extending a license or permit.

What Utah entities can obtain a COE?

Businesses that are registered with the state of Utah can obtain a Certificate of Existence. This includes entities such as corporations, nonprofit corporations, and Utah limited liability companies (LLCs).

Companies that aren’t required to register their business with the state, such as sole proprietorships, don’t need a COE.

The Utah Department of Commerce can deny a request for a Certificate of Existence in cases where the requesting business hasn’t complied with all relevant requirements. Some events that may trigger a declined request include:

• Annual reports aren’t filed, are incomplete, or are incorrect.
• The business has not kept up with certain annual fees and registration costs.
• Taxes, including franchise taxes, aren’t up to date.
• The business is no longer authorized to do business in the state of Utah.
• License and permit renewals have lapsed or have been refused.

The office will provide your business with the exact reason for the denial. Sometimes it’s simply a matter of filing a document or paying a fee; in other cases, you may need to resolve more serious issues.

How to get a Utah Certificate of Existence

Before requesting a COE, it’s important to ensure that all the elements that are required to meet the compliance aspects of the certificate are in place.

You’ll need to ensure that your business is registered and that its required fees are up to date. In addition to regular fees, you also need to confirm that your company’s penalties, if any, have been paid. Active businesses need to have properly filed their annual reports. Errors and omissions can cause delays in the filing of these documents.

Certificates can’t be ordered for businesses that the state considers dissolved (or in the process of dissolution), expired, revoked, or canceled. You can still order a COE if your business is in a delinquent status, but the certificate will reflect that fact.

Access the online portal

Utah offers a streamlined online portal for all its business filings.

1. Access the Business Search function and type in part of or the full name of the business in question. This brings up the closest options to your search.
2. Click on the business in question. This leads to basic entity information, including whether the business is active or not.
3. Click on the button that says “Purchase Certificate of Existence” and follow the prompts. You’ll be taken to a checkout screen to complete the transaction.

If you can’t or don’t want to apply online, you have a few other options:

• In-person. You can request a COE in person by going to the Utah Department of Commerce Division of Corporations & Commercial Code’s office in Salt Lake City. Payment can be made by cash, check, money order, or credit card.
  
• Mail. Mail requests can be sent to the following address:
  
  Utah Department of Commerce Division of Corporations & Commercial Code
  P.O. Box 146705
  Salt Lake City, Utah 84114-6705
  
  Payment can be included in the form of a check, money order, or credit card authorization.
  
• Fax. Send fax requests to 801-530-6438, along with a credit card authorization.

Make sure your Certificate of Existence will be valid for its intended use

In Utah, applicants can order a short-form or long-form COE.

• Short Form. This simply confirms that the business exists and is current.
• Long Form. This confirms that the entity exists and is current; it also includes any restated articles and amendments.

Some requesters may only accept a recently issued COE, such as one issued in the last 30, 60, or 90 days. Ensure you send the document in time to meet any such validity windows.

Conclusion

In conclusion, compliance is a critical factor in obtaining a Certificate of Existence in Utah. Sometimes, all the factors involved in staying on top of regulatory requirements, such as filing annual reports, can become overwhelming, especially when you don’t have an employee specifically dedicated to compliance issues. Let the ZenBusiness worry free compliance service do the heavy lifting for you, giving you more time to focus on your company’s day-to-day operations. And if you just need the COE, our Certificate of Good Standing Service can help.