Certificate of Existence in Utah: What It Is and How to Get One

Whether to finance your Utah business or expand it into another state, you may need a certificate of existence to prove that your business is registered and active in the state. You can request this document from the Utah Division of Corporations and Commercial Code.

Let’s get into what a certificate of existence actually does, how to get one, the cost and processing times, and what to do if your business doesn’t currently qualify.

What does a Utah certificate of existence prove?

A Utah certificate of existence is an official document from the Utah Department of Commerce, Division of Corporations and Commercial Code. It confirms a business entity is legally registered, active, and current on all required Division filings, such as submitting an annual renewal and updating registered agent information.

You may need a certificate of existence to do one of the following things:

• Open a business bank account. Many banks require proof of active, compliant status before they'll open a commercial account.
• Apply for a business loan or financing. Lenders routinely check a business’ status with the state before approving a loan or line of credit.
• Register to do business in another state (foreign qualification). Many states require a certificate of existence to authorize an out-of-state business to operate within its borders.
• Complete a merger or acquisition. Buyers, sellers, and their attorneys typically require proof of active status from all entities before a deal closes.
• Apply for a business license. Some licensing agencies require a current certificate of existence before approving an application.

Utah offers two types of certificates of existence:

• Short form ($12): A one-page document that confirms the existence and current status of a business entity. Most lenders, investors, and out-of-state business registration authorities will accept this document.
• Long form ($20): Everything in the short form, plus a complete list of all filed documents on record, including articles, amendments, conversions, and mergers. Generally, you’ll only need the long form if the requesting party specifically needs a record of filing history.

How to get a Utah certificate of existence from the Division of Corporations

You can request a certificate of existence online through the Utah Division of Corporations and Commercial Code’s business registration system. Here’s how:

1. Confirm your entity’s current status. The Division won’t issue a certificate of existence to a business entity that is inactive. To check your entity's status, search your business in the Division’s online corporate database. If your entity status appears as anything other than “active,” and “current,” resolve the issue before moving forward.
2. Log in to the business registration system. Log in with your UtahID or create an account if you don’t already have one.
3. Navigate to "Copies and Certificates." Find this link on the left-side of the screen. Click "Request Certified Document" and select “business entity” as your category.
4. Specify your request. Select “Certificate Request” and then choose either the short form or the long form certificate of existence. Most lenders and out-of-state registration authorities accept the Short Form.
5. Find your business. To indicate that the certificate of existence is for your business, search it by its entity name or number, select it from the results, and click continue.
6. Choose your processing speed. Standard processing takes 3–10 business days. However, you can opt for expedited service for an additional $75 fee per document. Expedited service processes your certificate in 1–2 business days.
7. Pay the state fee. A short form certificate of existence costs $12, and a long form costs $20. Once your payment processes, you’ll receive your certificate of existence via email.

How to request a Utah letter of good standing from the State Tax Commission

Before you apply, make sure you’re current on all Utah state tax obligations. If any obligation remains outstanding, the Commission will reject your request. If you're unsure of your account status, review it through Taxpayer Access Point (TAP) before submitting.

What you’ll need

There are two different forms you can use to apply for a letter of good standing, depending on your circumstances.

• General Application for a Letter of Good Standing: Use Form TC-42 for most standard requests.
• Application for a Letter of Good Standing for a Successor in Business: Use Form TC-42S when requesting a letter of good standing to sell your business.

Both forms are available on the Utah State Tax Commission’s website.

Request methods

• Online through TAP. Scroll down to “Apply Online” and select, “Apply for a letter of good standing.”
• In person. Visit your local Tax Commission office.
• Via fax. Send the completed form to (801) 297-7699.
• By mail. Post the form to the Utah State Tax Commission, Tax and Revenue, 210 North 1950 West Salt Lake City, Utah 84134-7000.

There's no state fee and no expedited processing option, so plan around a ten-day window if your request is tied to a firm deadline.

What to do if your Utah business is not in good standing

If your business’ status is inactive, there are several things you can do to resolve the issue.

1. Start by identifying the underlying problem. Check your business’ filing history by searching your entity in the Division’s business entity records. Your entity profile will reflect any lapse in registered agent information or annual report filings.
2. Confirm that your registered agent information is up-to-date. Utah business entities, domestic and foreign, must appoint and maintain a registered agent with an office in the state. Failure to do so for two consecutive months may lead to administrative dissolution.
3. File any overdue annual reports/renewals. Utah business entities must also file an annual report with the Division every year to maintain active status in the state. If the business fails to file on time, the Division will allow 60 days to file the late report before dissolving the entity.
4. Reinstate your business. Domestic Utah businesses that face administrative dissolution can file for reinstatement online by logging in with their UtahID. The Division will retain a dissolved entity’s business name for five years from the dissolution date.
5. Wait for the Division to update its records. Once you’ve corrected the filing issue, it could take the Division a few business days to update your business’ status in its records.
6. Request the certificate of existence once your status is active. Double-check your business’ status with the Division to help prevent a rejection.

How LegalZoom can help

LegalZoom’s compliance services can take a number of tasks off your hands, from filing annual reports to serving as your registered agent. Our certificate of good standing service can also help you obtain your certificate of existence. If your filing is rejected or incorrect due to our error, we'll correct it with the Division at no additional cost to you.

If you need to reinstate your business first, our reinstatement management service will help you bring your business back to active status and manage ongoing compliance deadlines going forward.

Utah certificate of existence FAQs

What is a certificate of good standing?

In Utah, a "certificate of good standing" for business entities generally refers to a certificate of existence from the Utah Division of Corporations and Commercial Code. This document confirms your entity is registered and active with the Division.

However, there is another official document called a letter of good standing that the Utah State Tax Commission issues to confirm a business is current on its state tax obligations. These documents serve completely separate purposes. Which document you need depends on who's asking and why.

Does a Utah certificate of existence expire?

No, Utah doesn't assign an expiration date to certificates of existence. Rather, the certificate reflects your entity's standing on the date it was issued. Most requesting parties apply their own recency window, commonly 30, 60, or 90 days. It’s best to confirm the specific timeframe with the requesting party before you order.

Can I get a Utah certificate of existence for a foreign entity?

Yes, a foreign LLC or corporation registered to do business in Utah can request a Utah certificate of existence to confirm its registration status within the state. That said, a foreign entity initially applying for registration in Utah must provide the equivalent certificate from its home state as part of the application process. Once registered in Utah, the entity can obtain its own Utah certificate for subsequent business needs.

What is an apostille, and when does a Utah certificate of existence need one?

An apostille is a government-issued authentication that makes a document legally recognized in countries that are signatories to the Hague Convention. If you plan to use your Utah certificate of existence in a foreign country, it may need an apostille. However, business transactions within the U.S. will not need this type of authentication. In Utah, the Lieutenant Governor's office issues apostilles.