Dissolving a company in Utah
The state-level facts for closing an LLC or corporation in Utah: the dissolution filing, its fee, whether tax clearance comes first, and the tax obligations that keep accruing until the filing is accepted. Every fact links to the official government source it was read from.
Utah LLC
- Dissolution filing
- Statement of Dissolution (or Statement of Termination as the final step) — filed with the Utah Department of Commerce, Division of Corporations and Commercial Code. (official source)
- Filing fee
- $0 (official source)
- Tax clearance before filing
- Not required before the dissolution filing. (official source)
- Annual report / renewal
- Utah LLCs renew annually ($18 on the FY2025 fee schedule) while registered; the dissolution/termination filing itself is free ("No Charge" on the same schedule). (official source)
- Final state return
- File the final Utah return for the LLC's tax classification; a registered entity must keep filing Utah returns until it legally dissolves with the Department of Commerce. (official source)
Worth knowing
- Utah charges no fee for domestic dissolution/termination filings or foreign-entity withdrawals ("No Charge" on the FY2025 fee schedule); all other Division processing fees are nonrefundable.
- Utah distinguishes a Statement of Dissolution (starts winding up; the entity can still operate) from a Statement of Termination (ends the entity's existence); the Division suggests consulting a CPA or attorney on which to file.
- The Division's standard processing time is generally 5-7 business days and expedited processing is not available for withdrawal filings.
- commerce.utah.gov and corporations.utah.gov block automated fetching; facts from those hosts were verified against dated Wayback Machine captures of the official pages.
- A registered entity must continue filing Utah tax returns until it legally dissolves, regardless of activity.
Utah corporation
- Dissolution filing
- Articles of Dissolution — filed with the Utah Department of Commerce, Division of Corporations and Commercial Code. (official source)
- Filing fee
- $0 (official source)
- Tax clearance before filing
- Not required before the dissolution filing. (official source)
- Corporation franchise and income tax (form TC-20)
- File the final TC-20; corporations that cease to do business in Utah must either dissolve or withdraw, and every C corporation filing TC-20 owes the $100 minimum (privilege) tax. The minimum tax does not apply to S corporations. (official source)
- Final state return
- File the final TC-20 Utah Corporation Franchise and Income Tax Return; the TC-20 instructions state corporations ceasing Utah business must dissolve or withdraw with the Department of Commerce. (official source)
Worth knowing
- Utah charges no fee for domestic dissolution filings or foreign withdrawals ("No Charge" on the FY2025 fee schedule); the withdrawal instructions state "There is no fee associated with this filing."
- Foreign withdrawals require Tax Commission good-standing verification: all required returns filed and all taxes, penalties, and interest paid for every year the business was registered, regardless of whether it conducted business; the verification response can take up to 3 business days.
- Every C corporation filing a Utah TC-20 owes the $100 minimum (privilege) tax, including on a final short-period return.
- Standard Division processing is generally 5-7 business days; expedited processing is not available for withdrawal filings.
- commerce.utah.gov and corporations.utah.gov block automated fetching; facts from those hosts were verified against dated Wayback Machine captures of the official pages.
Closing a company is more than the state filing — payroll accounts, sales-tax permits, franchise-tax finals, federal returns, and creditor notices all have their own order and deadlines. A Winddown runbook sequences all of it for your specific company, with drafted consents and creditor notices included.
Sourced from the official pages linked above; facts we could not verify against an official source are shown as links rather than numbers. Requirements and fees change — the linked pages are authoritative. General information, not legal or tax advice.