Have you decided to stop transacting business with your Utah limited liability company? The state of Utah legally requires all business entities to go through a formal dissolution process.
What does this process entail, and how does it differ for domestic and foreign entities? In this guide, we’ll answer all the tough questions about dissolving an LLC in the state of Utah.
What Does It Mean to Dissolve an LLC?
Dissolving a company is an official means of permanently closing your business. While filing the dissolution documentation with the state of Utah is certainly an important part of the process, it’s not the only step. You should also liquidate your business assets, settle any liabilities, and send legal notifications to anyone that had an interest in your company.
Keep in mind that if you fail to complete these steps, you as a business owner could be held personally liable for any outstanding debts or liabilities of your limited liability company. Now that we’ve discussed what exactly dissolving an LLC is, let’s dive into the details of how this process is carried out in the state of Utah.
How to Dissolve a Domestic Utah LLC
If your limited liability company is domestic to the state of Utah, the dissolution process involves the filing of a document called the Statement of Dissolution. The information required to fill out this document includes:
- Name of your LLC
- Entity number
- Effective date of the dissolution
- Authorization to have a non-member or non-manager sign the form (if applicable)
- Name and signature of authorized representative
There is no filing fee for this document. You can file this form online, by mail, by fax, or by hand. If you choose not to file online, you can deliver your completed form to the following address:
Utah Division of Corporations & Commercial Code
PO Box 146705
Salt Lake City Utah 84114-6705
Typically, the Utah Division of Corporations processes your filing within 5-7 business days. If you need faster processing, you can pay $75 to expedite the form. This cuts down the processing time to 48 hours maximum.
How to Dissolve a Foreign LLC in Utah
Do you need to dissolve a limited liability company based outside of Utah, but qualified to transact business within this state?
The dissolution process for foreign LLCs in Utah starts with the filing of a Withdrawal of Registration of a Foreign Limited Liability Company. Like the Statement of Dissolution used for domestic LLCs, the Withdrawal of Registration is a one-page document, and it includes the following pieces of information:
- Name of your LLC
- State or country of formation
- Street address where process may be served to the LLC
- Effective date of dissolution
- Signature of authorized representative
Similar to the Statement of Dissolution, the Withdrawal of Registration has no filing fee, and you can file it online, by fax, by mail, or by hand. If you don’t want to file online, this filing also gets sent to the same address:
Utah Division of Corporations & Commercial Code
PO Box 146705
Salt Lake City Utah 84114-6705
You should also expect this filing to take anywhere from 5-7 days to be processed. Expedited filings will be processed within 48 hours.
What Else Do I Need to Know About LLC Dissolutions in Utah?
First off, it’s important to note that 120 days after you file your dissolution, your business name will become available for other entities to use. This is just one of many reasons that you should only dissolve your Utah limited liability company if you’re entirely certain that you’re done conducting business in this state.
You should also keep in mind that there are several scenarios that can lead to the state of Utah administratively dissolving your LLC. If you fail to file your annual report on time, your LLC will immediately lose its good standing with the state. However, in Utah, you do have a generous amount of time to reestablish compliance: two years. If you let two years pass without filing your annual reports, then the Division of Corporations and Commercial Code will perform an administrative dissolution of your business.
If your LLC is administratively dissolved, you will need to file an Application for Reinstatement, which costs $70. In some states, you must also pay the fees for your delinquent reports. However, Utah does not require this. You’ll simply need to apply. Before you do, you should check to make sure your business name is still available. (The state protects the names of the entities it dissolves by force for two years).
Depending on the nature of your business, these steps could be just the tip of the iceberg for reinstatement, so it’s strongly advised to not dissolve your business unless you have no plans to transact business in Utah again.
Conclusion
Whether you’re dissolving a domestic or foreign limited liability company, the process isn’t complicated.
The filing of either the Withdrawal of Registration or a Statement of Dissolution is essentially the same process.
Our final note in this guide is that you should make certain each step of the process outlined in this guide is followed closely, to avoid any unforeseen snags with your dissolution. We hope this article helped you to better understand the dissolution process for a Utah LLC!