Articles of dissolution Utah must be filed to terminate a business entity in the State of Utah. You should file it with the corporations division of the Department of Commerce.

Dissolution is the process of legally terminating the existence of a business entity. The termination process varies depending upon the type of entity.

Utah Law on Articles of Dissolution

Section 48-2c-1204 of Utah Code contains the following provisions relating to articles of dissolution:

After every dissolution other than one falling under section 48-2c-1201(5) or (6), you must file articles of dissolution with the state agency. The articles of dissolution must include the following information:

  • The name of the company
  • The address of the company
  • Date of dissolution
  • Reason for dissolution
  • The statement of members if the dissolution is caused by a written agreement of members
  • Any other information the state agency determines to be necessary.

A company is considered dissolved with effect from the date of dissolution specified in the articles of dissolution.

Articles of Dissolution Fees in Utah

Businesses must file the articles of dissolution with the corporations division of the Department of Commerce. You need not pay any filing fee for submitting the articles of dissolution. However, a filing fee of $15 is applicable for revoking or canceling dissolution by certain entities like domestic corporations, domestic nonprofit corporations, and domestic professional corporations.

How to Dissolve a Limited Liability Company (LLC) in Utah

You form a Utah LLC by filing articles of organization with the state agency (Department of Commerce). On approval of the formation document, the LLC is officially registered with the state government and reporting and tax obligations are created on the company.

Hence, to dissolve a Utah LLC, you must inform the state agency of your intentions to close the company. Unless your LLC's dissolution is approved by the state agency, your company will continue to be responsible for all recurring filings, fees, and penalties.

Note that LLC dissolution is a part of much larger, winding up process. The process to be followed before and after dissolution of your LLC depends upon whether your company has commenced business and the types, number, and value of assets and liabilities your company has. The dissolution process is relatively easier in cases where the company has not commenced its business.

Broadly, following is the process for dissolving a Utah LLC:

  1. Hold a meeting of members and pass a resolution to dissolve the company. Record the minutes of the meeting.
  2. File the annual and other required reports with the state agency.
  3. Pay off all the outstanding business debts of the company. You should give a notice about the intended dissolution to all the creditors of the company. The notice should state the mailing address and deadline to submit any payment claims. You may also want to publish a notice in a local newspaper although you are not legally required to do so.
  4. Pay all the outstanding taxes and fees owed by the company.
  5. File articles of dissolution with the Secretary of State. You can submit this document by mail to Utah Division of Corporations and Commercial Code. There is no filing fee required for filing articles of dissolution. The state agency usually takes five to seven business days to process the articles of dissolution.

Closing Your Tax Accounts

Following are the common types of taxes owed by a Utah LLC:

  • If your company has ever hired employees, employee withholding tax and unemployment insurance tax.
  • If your company has ever engaged in sale of taxable goods or services, sales, and use tax.

You can usually close your tax accounts by filing a final return, but in some cases, you may have to submit some other paperwork. However, you cannot close any tax account without clearing any remaining balance.

Further Process of Winding up After Dissolution

  • Distribute all the assets of the company.
  • Close your company's bank accounts.
  • Cancel business licenses and permits.
  • Unless exempted from this requirement, file Form 966 with the Internal Revenue Service (IRS) within 30 days of dissolution.
  • Cancel your company's IRS account associated with the federal employer identification number (EIN). The IRS automatically deactivates your EIN while processing the final tax return but the account associated with the deactivated EIN still remains active. Closing this account linked with your EIN minimizes the chances of any future problems occurring in your EIN account.

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