Utah SB 183 —
registration, not just disclosure.

Utah Senate Bill 183 was signed into law in March 2022 and took operative effect on January 1, 2023. With it, Utah became the first state in the country to require non-bank commercial financing providers to register with the state's Department of Financial Institutions (DFI) as a condition of doing business with Utah-based recipients. SB 183 also requires a set of standardized transactional disclosures on covered offers, but the registration piece is what most clearly distinguishes the Utah model from California's and New York's.

Two ideas, joined together

The earlier commercial financing disclosure laws — California's SB 1235 and New York's CFDL — focused almost exclusively on what the funder must tell the recipient before a deal is signed. The premise was that price transparency, by itself, would discipline the market. Utah's legislature added a second premise: that the state should also know which entities are operating in its commercial financing market, and that operators should be subject to a basic registration framework as a condition of access.

The result is a hybrid regime. Utah does require disclosure of the core cost figures — amount financed, total cost, APR, payment terms — but the disclosure rules are less elaborate than California's. What Utah adds is a public registry of providers and brokers, maintained by the Utah DFI, that a merchant or journalist or regulator in another state can look up at any time. The registration piece is the policy innovation; the disclosure piece is the table stakes.

Who has to register

Under SB 183, providers of commercial financing — broadly defined to include closed-end loans, open-end credit, factoring, accounts receivable financing, and merchant cash advances — must register with the Utah DFI before extending offers to Utah recipients. Brokersare also subject to registration requirements. Federally insured depository institutions and certain narrow technology and exempt categories are outside scope.

The registration process requires the provider to identify itself, disclose information about its operations, and submit to ongoing reporting requirements. The DFI maintains the registry as a public resource. For Utah merchants, this means a useful piece of pre-deal due diligence: before signing with any funder, you can confirm that the funder is in fact registered. If they're not, that's a red flag.

What the disclosure must contain

SB 183 requires the provider to deliver, at the time of a specific commercial financing offer, a disclosure containing:

The total amount of the commercial financing — the capital being offered to the recipient.

The disbursement amount — net of any fees deducted at funding.

The total amount to be paid by the recipient — gross payback obligation.

The total dollar cost of the financing— the difference between total payback and disbursement amount.

The annual percentage rate — Utah requires APR disclosure, though the calculation methodology is less prescriptive than California's for indeterminate-term products.

Payment amounts and frequency — the dollar amount of payments and the cadence (daily, weekly, monthly).

A description of any prepayment policy— whether the recipient can prepay, and whether prepayment reduces the cost.

The format is less rigidly prescribed than California's DFPI forms. Utah leaves more room for funder-specific formatting, as long as the required content is present and clearly delivered before the recipient signs.

How Utah compares to California and New York

The three frameworks share a common floor: every covered funder must put cost numbers in front of the recipient before the recipient signs. Beyond that, the design choices diverge.

Threshold: Utah covers transactions up to $1 million. California covers up to $500,000. New York covers up to $2.5 million. A mid-six-figure transaction is inside all three regimes; a $2 million transaction is only inside New York's.

Registration: Utah is the registration state. California and New York do not require provider registration as a condition of offering financing (although NY has separate licensing regimes for some activities). The Utah registry is a meaningful structural feature.

Disclosure depth: California's regulations are the most prescriptive, with specific calculation methodologies for APR-equivalent on indeterminate-term products, a required average monthly cost field, and product-specific disclosure form variants. New York is in the same neighborhood. Utah is lighter — the core fields are required, but the methodology and format have more flexibility.

Broker treatment: New York is the most developed on brokers. Utah captures brokers via the registration regime. California has been catching up over time.

What this means for a Utah operator

A Utah operator raising capital under SB 183 should expect, on every covered offer:

A disclosure document containing the required cost fields, delivered before the contract signing. A funder who is registered with the Utah DFI — verifiable in the public registry. If a broker is involved, a broker who is also registered. And if anything is missing — no disclosure, no registration — a reason to pause and ask why.

The practical merchant benefit of the Utah model is the verification step. In a market where bad actors have historically been able to set up shop, fund deals, and disappear before a regulator could catch up, having a public registry of legitimate providers is a real defense. It's not the same as full price transparency — but it's a different kind of protection that the disclosure-only states don't provide.

Consumer-friendly vs business-friendly

One of the framings often used to compare these regimes is "consumer-friendly vs business-friendly." It's a useful shorthand but it oversimplifies. California's deeper disclosure regime is consumer-friendly in the sense that it surfaces the highest level of cost detail; it's business-unfriendly to funders who don't want their pricing legible. Utah's registration model is business-friendly to honest operators — registration is straightforward — while being business-unfriendly to bad actors who would prefer to operate without a paper trail.

Most thoughtful policy observers consider the two approaches complementary rather than competing. Several states adopting laws in 2023 and 2024 — Georgia, Connecticut, and others — have borrowed from both models, layering registration on top of detailed disclosure. The first three states to act — Utah, California, New York — each contributed a distinct piece to what is becoming a national framework.

How Goliath approaches this

Goliath is a direct lender. We deliver clear cost disclosures on every offer regardless of which state the recipient operates in, and we register where registration is required. In Utah, that means a current registration with the Utah DFI and SB 183-aligned disclosures on every covered offer. Our internal standard has always been to put the numbers in plain English before signing — the Utah regime makes that a legal floor rather than a discretionary practice.

This article is general information, not legal advice. Commercial finance laws evolve quickly; consult licensed counsel in your jurisdiction before making decisions based on this content.