If you want to move your LLC to Utah, you have a few options, including LLC domestication. Here are some things you should know.
Can I transfer my LLC to Utah?
Yes. There are a few ways to transfer your LLC’s operations to Utah, including:
- Dissolution/formation. You can dissolve your LLC in its original state and form a new Utah LLC. This option is basically “starting over.” You will need to draft all new formation documents, including a new LLC operating agreement.
- Foreign registration. Keep your LLC in the state where it was formed and register as a foreign LLC in Utah. With this option, you can keep doing business in both states, but you’ll also need to pay state taxes and fees in both places.
- Domestication. Keep your current LLC and file with the Utah Division of Corporations to become a domestic LLC in Utah. Once your LLC has been domesticated in Utah, you’ll dissolve your LLC in its original state or jurisdiction. But you won’t need to start from scratch with your business, and you can keep the same operating agreement and EIN.
Does Utah allow LLC domestication?
Yes. According to UT Code § 48-3a-1051, a foreign LLC may become a domestic LLC in the state of Utah, as long as the state or jurisdiction where the foreign LLC was formed allows domestication. (In this context, “foreign” simply means out-of-state.) To domesticate your LLC in Utah, you’ll need to file a Statement of Domestication with the Utah Division of Corporations and pay a $37 filing fee. Before you can file with the state of Utah, you’ll need to draft a plan of domestication and have it approved by all LLC members. Once your LLC has been domesticated in Utah, you will need to dissolve your business in the state where it was formed.
Learn more about Business Domestication.
Can I continue my LLC’s operations while in the process of moving states?
Yes. If you domesticate your LLC in a new state, you can continue operating your business throughout the domestication process. A benefit of domestication is that you don’t have to dissolve your business in its state of formation until it has been domesticated in its new home state, so you can keep operating throughout the process. The same goes for if you foreign register your LLC in a new state—your LLC is never dissolved, so you can keep operating the whole time.
Do I need a new EIN when my LLC changes states?
Not unless you form a new LLC. If you dissolve your original business and then form a new LLC in a new state, you will need a new EIN. But if you domesticate your LLC or register as a foreign LLC in a new state, you can keep your original EIN.