How to Dissolve an LLC in Utah

Dissolving a business often involves complex procedures. However, for a limited liability company in Utah, dissolving it takes a handful of paperwork. When an LLC is formed in Utah, the owner(s) draft the operating agreement. If the owner(s) decide to dissolve the business, the dissolution takes place following the articles mentioned in the operating agreement.

In this article, LLCBuddy editors shared the ins and outs of dissolving an LLC in Utah. LLCs must file the Articles of Dissolution with the Utah Secretary of State like the formation certificate was filed at the time of forming an LLC in Utah. It takes a few days to process and a handful of fees to be paid to the SOS. Many people hire a professional service to do the paperwork to process it hassle-free.

At the time of forming an LLC, an operating agreement draft must be written. Generally, the process of dissolution takes place following the operating agreement (read: Utah LLC operating agreement). Before the dissolution process, there are a few things to consider in the LLC.

First, make sure all the members of the LLC agree to dissolve the business. Once all the members are ready, their consent should be recorded via voting. After casting their vote in favor of the dissolution, the legal process must be started.

Dissolution of Utah LLC requires three broad procedural steps. Having a Utah LLC Operating Agreement, closing all the tax accounts, and finally submitting the Articles of Dissolution form to the Utah Secretary of State.

Step 1: Follow the LLC Operating Agreement in Utah

When you have started an LLC as a business entity, then there is an operating agreement that is formed. There are complete details of how the company will function and grow in that operating agreement, which acts as a comprehensive guide. There is also a dissolution process, which is added to your agreement. The common dissolution steps that almost every LLC follows are:-

First of all, the dissolution vote will take place among the LLC members in the dissolution meeting. If the majority is with the YES, then the process goes into legal proceedings.

All the dissolution votes will be noted down and recorded with the minutes of the meeting or a consent form.
After that, a formal date for dissolving the LLC will be decided.
The next step is counting the LLC assets and dividing them among the stakeholders and members accordingly.
Finally, the creditors of the business are notified, and the debts of the business are settled.

This is a general process. However, it is strongly recommended to seek professional help to avoid any complications when it comes to terminating an LLC in Utah.

Get a Professional Agent Service

When it comes to a limited liability company dissolution, it is important to get professional help. Utah registered agent will guide you with everything you need to close your limited liability company. While choosing a registered agent make sure they have a physical street address in the state. A professional service provider helps you to file the Article of Dissolution and close your various tax accounts without any hassle. Below are the best LLC services in Utah that we strongly recommend for you.

LLC Service	Our Rating & Pricing	Top Features	Learn More
#1 TOP PICK	4.5/5 $0 + State Fees	100% accuracy guarantee Worry-free service Great customer support	Learn More
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Step 2: Close All Tax Accounts

Every action that an official business takes is legally bound to some minimum business taxes. For that, various accounts, especially business entity tax accounts, are maintained by the state government with the help of various departments. You should consider all the taxes that you have paid for your LLC’s duration and make a list of them.

You must contact all government entities and clear the amount of outstanding taxes due by the date you have decided to dissolve. All the taxes must be paid in advance so that you don’t face any issues in the process of shutting down your LLC.

Some of the common taxes that limited liability companies have to pay are:

Unemployment insurance tax
Employee withholding tax if your LLC has employees.
If your LLC is engaged in selling taxable goods then they are liable to pay the sales and use tax.

Most of these taxes are normally filed, but some departments require official paperwork, without which it is impossible for the business to close their accounts. Apart from business taxes, federal taxes, personal income taxes, and franchise taxes are to be considered. For the franchise taxes, a franchise tax form is required. That is why the LLC owner should go through the sales tax guide and hire an accounting service.

Tax clearance

While dissolving the Utah LLC, the owner is not required to obtain a tax clearance certificate. However, if you have filed federal taxes, then you must go through the final return option on your IRS form.

The IRS form for the LLCs that are classified as partnerships is Form 1065, and those LLCs who have registered themselves as corporate should check IRS Form 1120.

BOI Reporting

If you’re going to dissolve your LLC this year, make sure to update your BOI reporting. From January 1, 2024, the Financial Crimes Enforcement Network (FinCEN) implied a rule to all businesses, including LLCs in Utah to file the BOI Report. The Beneficial Ownership Information (BOI) in Utah is a report that states about in and out of the company. This report must be up-to-date and submitted to the FinCEN before you proceed to the dissolution.

Step 3: File Articles of Dissolution

There is a list of dissolution documents that you, as an LLC owner, have to file. Once these articles are filed, the legal existence of the LLC will be over. Like a Utah Certificate of Organization, one has to file Utah LLC Certificate of Organization. The dissolution procedure and filing the articles of dissolution form is very easy and is discussed below.

First of all, the LLC owner(s) has to file the Article of Dissolution. There are multiple methods of filing available, such as filing by mail, in-person drop, or/and online filing.
You can follow the filing instructions on the official portal so that the steps for dissolution will be easier to complete.
For offline filing, LLCs must download the form and submit it to the Utah Secretary of State physical office along with the state filing fee.
If you want to dissolve Utah Foreign LLC then look for the Foreign LLC Dissolution process.
You must fill in all the important and legal information in the form, so you should be extra careful.
After filling in all the important information, you must choose the mode of payment you want to use to pay the LLC dissolution filing fees.
After filling in every detail, one should submit the form through an official mail address and make a payment.

Filing	Forms and Details
Online Applications	Log in to SOS
Offline Applications	Statement of Dissolution
SOS Contact (if offline application is available)	Utah Division of Corporations & Commercial Code, P.O. Box 146705, Salt Lake City, UT 84114
Filing Time	5 to 7 working days for a standard filing. For expedited filing it takes 48 hour to process the documents.
Filing Fee	$0 (no fee for dissolution) + $75 for expediting the process.

The LLC you own is dissolved, and you are free from all the liabilities linked with the LLC and its taxes. A copy of both original articles and recorded articles should be submitted in front of the probate judge. Now it’s his call whether he accepts your expedited dissolutions or not.

Points to Be Noted When Dissolving an LLC in Utah

Apart from these three steps, no major dissolution rules are there in Utah. However, there are some other tasks one has to keep in mind while dissolving an LLC legally.

Winding Up

Some purposes of LLC require some attention even after dissolution, known as winding up. The task of winding up includes.

For a certain period, the property of a business requires preservation.
If there is any civil case against the LLC, then the owner needs to finish them.
Settle all the existing disputes of LLC.
Transfer all the property of the LLC to the names of partners.
Release all the liabilities that the LLC owes to others.
Rightful distribution of all the assets among members, according to their percentage of partnerships.

Cost of Dissolving LLC

LLC costs in Utah include the formation as well as dissolution fees. To dissolve an LLC in Utah, LLCs have to file an Article of Dissolution. The filing fee is $0 (no fee for dissolution) + $75 for expediting the process.. The details are mentioned in the articles of dissolution filing form. Following are the ways to pay for the dissolution,

You can select a payment pick-up option.
There is an option for direct account transfer through your prepaid accounts.
LLC owners can also use their Credit cards, providing their complete details and types. Along with that, an original signature is required to authorize the transaction the state will make.

After Dissolving Your LLC

After you dissolve an LLC in Utah, you can reinstate or revive the same within a given time. In Utah, the LLC name will be available up to the time till SOS dissolves the LLC completely. After this, the name will be available to other LLCs. Besides, you might revive or reinstate the LLC in Utah if that is available. According to the Utah SOS, you can revive your LLC within 2 years.

Reasons Behind Dissolving an LLC in Utah

People always think they can leave the company without any notice and there will be no issue. But if you have an LLC that you created with a legal obligation, it needs to be ended that way. Yes, if someone will dissolve an LLC in Utah, they will have to do it while taking care of the government. For dissolving the company, there is always a reason. The reason can be voluntary or involuntary too. Let’s get to know about the involuntary reasons,

If the company was caught doing illegal business.
If the company’s member died due to some reason or went bankrupt.
The dissolution will be mandatory if the assets of the business are used unwisely.
If the time being of the company was already determined in the will, then the company will go into dissolution at that time.

Top Businesses in Utah

With the population of 3,423,935, Utah is one of the favorable places to start an LLC. According to several reports, starting an LLC for Dog Breeding Business can be profitable as various places in the state showed steady growth in this business over the past few years. On the other side, based on the city or region you’re going to start your LLC, you can decide the type of business to start. Following are the top 5 businesses you can start in Utah.

Dog Breeding Business
Clothing Boutique
Gym
Nail Salon
Gas Station

Utah LLC Dissolution Review – A Quick Recap

Here’s a recap of the steps you must follow when dissolving your Utah LLC. Click on the steps in this list if you want to read the full details.

Follow Your Utah LLC Operating Agreement: Remember that when you started, you created an operating agreement. Use this agreement as a guide in proceeding with the dissolution of your LLC.
Close All Tax Accounts: Make sure you close all your tax accounts to avoid incurring further costs.
File Certificate of Organization: File the article of dissolution to make it known to the state where your LLC operates that you are indeed no longer in business.

FAQs

How do I dissolve an LLC in Utah?

To dissolve an LLC in Utah, you must file Articles of Dissolution with the Utah Division of Corporations and Commercial Code.

What is the filing fee to dissolve an LLC in Utah?

The filing fee to dissolve an LLC in Utah is $15.

Do I need to notify the state tax commission when dissolving an LLC in Utah?

Yes, you must notify the Utah State Tax Commission when dissolving an LLC in Utah.

Are there any annual reporting requirements after dissolving an LLC in Utah?

No, there are no annual reporting requirements after dissolving an LLC in Utah.

What happens to any remaining assets or liabilities of the LLC after dissolution in Utah?

After dissolution in Utah, any remaining assets are distributed to the members and any liabilities are resolved.

Can I reinstate a dissolved LLC in Utah?

Yes, you can reinstate a dissolved LLC in Utah by filing an Application for Reinstatement with the Utah Division of Corporations and Commercial Code.

How long does it take to dissolve an LLC in Utah?

The processing time for dissolving an LLC in Utah varies, but it typically takes a few weeks to a month.

What is the penalty for failing to dissolve an LLC in Utah?

If you fail to dissolve an LLC in Utah, the state may continue to assess annual fees and taxes.

Can I dissolve an LLC in Utah if it has outstanding debts or obligations?

Yes, you can dissolve an LLC in Utah even if it has outstanding debts or obligations, but those debts will need to be addressed during the dissolution process.

Is there a specific form required to dissolve an LLC in Utah?

Yes, you must use the Articles of Dissolution form provided by the Utah Division of Corporations and Commercial Code to dissolve an LLC in Utah.

What is the deadline for filing the Articles of Dissolution after deciding to dissolve an LLC in Utah?

There is no specific deadline for filing the Articles of Dissolution after deciding to dissolve an LLC in Utah, but it should be done as soon as possible.

Can I dissolve an LLC in Utah without a Unanimous Written Consent of the members?

You may not need a Unanimous Written Consent of the members to dissolve an LLC in Utah, but it is recommended to check your operating agreement for any specific requirements.

Do I need to publish a notice of dissolution when dissolving an LLC in Utah?

You do not need to publish a notice of dissolution when dissolving an LLC in Utah.

Can I dissolve an LLC in Utah if it is involved in ongoing legal proceedings?

Yes, you can dissolve an LLC in Utah even if it is involved in ongoing legal proceedings, but you should consult with an attorney to understand the implications.

Are there any specific tax implications when dissolving an LLC in Utah?

There may be tax implications when dissolving an LLC in Utah, so it is recommended to consult with a tax professional.

Can I dissolve an LLC in Utah if it is still making a profit?

Yes, you can dissolve an LLC in Utah even if it is still making a profit, but you will need to address the distribution of profits during the dissolution process.

What is the process for notifying creditors when dissolving an LLC in Utah?

You must notify creditors of the dissolution of an LLC in Utah by sending written notice to their last known address.

Can I transfer the ownership of assets to another entity when dissolving an LLC in Utah?

Yes, you can transfer the ownership of assets to another entity when dissolving an LLC in Utah, as long as it is done in accordance with the law.

Are there any specific requirements for record-keeping after dissolving an LLC in Utah?

Yes, you must keep all records of the dissolved LLC for at least five years after dissolution in Utah.

Do I need to notify the Internal Revenue Service (IRS) when dissolving an LLC in Utah?

Yes, you should notify the IRS of the dissolution of an LLC in Utah by filing a final federal tax return.

Can I dissolve an LLC in Utah if it has employees?

Yes, you can dissolve an LLC in Utah even if it has employees, but you will need to address any employment-related matters during the dissolution process.

What is the process for canceling business licenses and permits when dissolving an LLC in Utah?

You must cancel all business licenses and permits for the dissolved LLC with the Utah licensing authorities.

Can I dissolve an LLC in Utah if it is in good standing with the state?

Yes, you can dissolve an LLC in Utah even if it is in good standing with the state, as long as you follow the proper procedures for dissolution.

Can I dissolve an LLC in Utah if it has no assets or liabilities?

Yes, you can dissolve an LLC in Utah even if it has no assets or liabilities, as long as you comply with all legal requirements.

Can I change my mind after filing the Articles of Dissolution in Utah?

Once you file the Articles of Dissolution in Utah, the process cannot be reversed, so it is important to carefully consider the decision before filing.

Do I need to provide a reason for dissolving an LLC in Utah?

No, you do not need to provide a reason for dissolving an LLC in Utah when filing the Articles of Dissolution.

Can I dissolve an LLC in Utah if it has real estate holdings?

Yes, you can dissolve an LLC in Utah even if it has real estate holdings, but you will need to transfer or address those holdings during the dissolution process.

Can I dissolve an LLC in Utah if it is involved in a merger or acquisition?

Yes, you can dissolve an LLC in Utah if it is involved in a merger or acquisition, but you will need to follow the specific procedures for dissolution related to such transactions.

What is the process for notifying suppliers and vendors when dissolving an LLC in Utah?

You must notify suppliers and vendors of the dissolution of an LLC in Utah by sending written notice to their last known address or contacting them directly.

What are the steps to dissolve an LLC in Utah?

The steps to dissolve an LLC in Utah include obtaining consent from the members, settling any debts and obligations, and filing Articles of Dissolution with the state.

In Conclusion

Dissolving a business is not an easy task as a lot of homework is involved with the process. The official process might have only a few steps, however, before and after dissolving the LLC, there might be a lot of other tasks. In this case, it is highly recommended to get a professional service. If you are looking to file an LLC at $0, then ZenBusiness is your answer.

Limited liability companies reduce owners’ personal liability. Having an LLC is quite cost-effective. However, if it is required to close down the business, then the dissolution process should be done legally. This article shared the general steps. Let us know if you have any queries.