The Legal Ground You’re Standing On
Utah MCA law: the three facts that shape every option
Every resolution strategy — renegotiation, settlement, defense, refinancing — plays out differently depending on these three pieces of Utah law. A firm that can’t speak to them isn’t the best firm for a Utah file.
1Usury limits & the recharacterization question
Utah has no usury cap for agreed rates: Utah Code § 15-1-1 lets parties to a lawful contract "agree upon any rate of interest," with a 10% default only when no rate is specified. Recharacterizing an MCA as a loan therefore creates no usury violation under Utah law — which matters because many MCA funders are Utah-incorporated and choose Utah forums for exactly this reason. A Utah merchant's statutory leverage instead runs through the Commercial Financing Registration and Disclosure Act (Utah Code Title 7, Chapter 27), which reaches accounts-receivable purchase transactions regardless of the loan-versus-sale question, and through procedural attacks on defective confessions of judgment.
Sources: Utah Code § 15-1-1 (any agreed rate) · Utah DFI — Commercial Financing (Title 7, ch. 27)
2Confessions of judgment in Utah
Permitted — a creditor-friendly forum Utah affirmatively permits confessions of judgment: Utah Code § 78B-5-205 authorizes judgment by confession "without action" for money due or to become due, in any court with jurisdiction. The procedure requires a statement verified by the defendant that concisely states the claim and authorizes judgment for a specified sum — a verified-statement requirement that gives merchants a procedural ground to attack defective confessions, but the device itself is alive. Combined with no usury cap and its Foreign Judgment Act containing no confession carve-out, Utah is one of the most funder-friendly forums in the country, and several major MCA funders litigate there by design.
Sources: Utah Code § 78B-5-205 (judgment by confession)
3Utah Commercial Financing Registration and Disclosure Act (SB 183): what funders must tell you
Utah was the first state to require MCA provider registration. Effective January 1, 2023 (Utah Code § 7-27-101 et seq.), it is unlawful to act as a commercial financing provider in Utah or with Utah businesses without registering with the Department of Financial Institutions and the NMLS, renewed annually. The Act covers commercial transactions of $1 million or less, including accounts-receivable purchase transactions. Before consummation, providers must disclose: total funds provided, funds actually disbursed (after fees and holdbacks), total to be paid to the provider, total dollar cost, payment manner/frequency/amounts (or the variable-payment methodology), and prepayment costs or discounts — no APR requirement. The DFI enforces with civil penalties ($500 per violation, escalating after notice); there is no private right of action. Utah merchants can check a funder's registration before signing — and given how many funders are Utah entities, that lookup is worth doing regardless of where you operate.
Sources: Utah Code § 7-27-201 (registration) · Utah Code § 7-27-202 (disclosures) · Utah DFI — commercial financing registration page · Katten — Utah third state to enact commercial disclosure law
How funders actually enforce here: Utah is a creditor-friendly enforcement venue: funders can obtain Utah judgments directly by confession under § 78B-5-205, and out-of-state judgments — including New York judgments — domesticate under the Foreign Judgment Act (Utah Code § 78B-5-301 et seq.), whose definition of a registrable judgment contains no carve-out for confessions, unlike Connecticut's. Funders routinely perfect UCC Article 9 liens filed with the Division of Corporations and searchable online. Notably, no published Utah appellate MCA recharacterization decision could be verified — practitioners confirm Utah lacks New York's extensive MCA case law, which is itself worth knowing: a Utah-forum contract offers merchants little home-grown precedent to work with, making early negotiation and procedural defenses the practical toolkit. Utah Code § 78B-5-302 (Foreign Judgment Act) · Utah Division of Corporations — UCC search · Jacovetti Law — MCA lawsuits in Utah