Welcome to CPA at Law, helping individuals and small businesses plan for the future and keep what they have.

This is the personal blog of Sterling Olander, a Certified Public Accountant and Utah-licensed attorney. For over thirteen years, I have assisted clients with estate planning and administration, tax mitigation, tax controversies, small business planning, asset protection, and nonprofit law.

I write about any legal, tax, or technological information that I find interesting or useful in serving my clients. All ideas expressed herein are my own and don't constitute legal or tax advice.

Unauthorized Filings with Utah Division of Corporations

The Utah Division of Corporations is a good-faith filing office, which essentially means that almost anyone with a Utah-ID account who logs onto the Division's Business Registration System can file any document with any entity, including a Statement of Dissolution. Unauthorized filings can be reported but not undone, and depending on the filing type, an unauthorized filing may not be able to be reversed. For example, if a dissolution was filed more than 120 days previously, the opportunity to file a Revocation of Dissolution is lost. This could potentially have real-world tax impacts, interruptions to banking services, etc.

The Division's process for preventing unauthorized online filings is by associating an entity with an online account. By default, the online account responsible for forming new entities is the only account authorized to submit online filings with respect to that entity. Entities formed prior to the new Business Registration System rollout in late 2024 can be associated with an online account by request of the account user. The account user can request authority from either another account holder or, if no other account is associated with the entity, directly from the Division by filling out an Affidavit to Request Entity Authority, which must be notarized.

After emailing the Affidavit to Request Entity Authority to the Division, the Division will reply with an Invitation for Filing Authority that contains an authorization code. The designated user can enter that code in the Manage Entities and Authority section of their account, after which the entity will be added to the user's list of authorized businesses. Businesses formed prior to the new Business Registration System should take these steps in order to prevent unauthorized filings.