A foreign corporation or limited liability company may not transact business in Utah until its application for authority to transact business is filed with the State. The following, non-exhaustive, activities do not constitute “transacting business”:

(a) maintaining, defending, or settling in its own behalf any legal proceeding;
(b) holding meetings of the board of directors, shareholders, members or otherwise carrying on activities concerning internal corporate affairs;
(c) maintaining bank accounts;
(d) maintaining offices or agencies for the transfer, exchange, and registration of its own securities or maintaining trustees or depositories with respect to those securities;
(e) selling through independent contractors;
(f) soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts;
(g) creating as borrower or lender or acquiring indebtedness, mortgages, or security interests in real or personal property;
(h) securing or collecting debts in its own behalf or enforcing mortgages or security interests in property securing such debts;
(i) owning, without more, real or personal property;
(j) conducting an isolated transaction that is completed within 30 days and that is not one in the course of repeated transactions of a like nature;
(k) transacting business in interstate commerce;
(l) (for Corporations) acquiring, in transactions outside this state or in interstate commerce, of conditional sales contracts or of debts secured by mortgages or liens on real or personal property in this state, collecting or adjusting of principal or interest payments on the contracts, mortgages, or liens, enforcing or adjusting any rights provided for in conditional sales contracts or securing the described debts, taking any actions necessary to preserve and protect the interest of the conditional vendor in the property covered by a conditional sales contract or the interest of the mortgagee or holder of the lien in such security, or any combination of such transactions; and
(m) any other activities not considered to constitute transacting business in this state in the discretion of the division.

Wayfair Nexus

Utah requires a remote seller to collect and pay Utah sales tax if, in either the previous or the current calendar year, the remote seller:

(a) receives gross revenue of more than $100,000 from the sale of tangible personal property, any product transferred electronically, or services for storage, use, or consumption in Utah; or
(b) sells tangible personal property, products transferred electronically, or services for storage, use, or consumption in Utah in 200 or more separate transactions.


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