How to withdraw a foreign Utah LLC or corporation business with the Department of State

Utah Department of State certificate of authority cancellation requirements and instructions

How to withdraw your foreign Utah Limited Liability Company or Utah Corporation Certificate of Authority:

Limited Liability Company registered in Utah:
To withdraw or cancel your foreign LLC in Utah, you must provide the completed Application for Withdrawal of a Foreign Limited Liability Company form, along with a Tax Clearance Certificate, to the Division of Corporations & Commercial Code by mail, fax or in person. If faxing your application, the Fax Cover Letter is required and can be downloaded with the application.

Corporation registered to do business in Utah:
To withdraw or cancel your Foreign Corporation in Utah, you must provide the completed Application for Withdrawal form, along with a Tax Clearance Certificate from the Utah State Tax Commission, to the Division of Corporations & Commercial Codes by mail, fax or in person. Faxing is often the easiest way to file an application. Remember to include the Fax Cover Letter found online at the Division’s Website.

How much does it cost to cancel your out of state registration with Utah?

To withdraw/cancel your foreign LLC or corporation in Utah, there is no filing fee; however you may request expedited processing of your application to withdraw for a fee of $75.

Do you need a Utah Department of Revenue clearance first?

Yes, a Tax Clearance Certificate is required as part of the process to withdraw a foreign corporation or a foreign Limited Liability Company from Utah. Go to the Utah State Tax Commission Website and it will walk you through all the steps to obtain your Tax Clearance Certificate. See the link below.
Tax Clearance Certificates can take several months to accomplish. If there are issues to be resolved, you will receive a requirements letter from the Tax Commission with all the details that need addressed before you will receive your tax clearance.

Utah State Tax Commission
210 North 1950 West
Salt Lake City, UT 84134-0266
(801) 297-2200

How long does it take the state to process the withdrawal filing?

Normal Processing:  5 to 7 days.
Fax Processing:   5 to 7 days.
In Person Processing:  5 to 7 days.
Expedited Processing:  48 hours or less.

What agency do you need to file the withdrawal with?

Mailing Address:
Utah Division of Corporations & Commercial Code
PO Box 146705
Salt Lake City, UT 84114-6705

Walk in Address:
Heber M. Wells Building
160 E. 300 S, 1st Floor
Salt Lake City, UT 84111

Phone: (801) 530-4849
Fax: (801) 530-6438
Email: corpucc@utah.gov
Website: www.corporations.utah.gov

What happens if you don’t file a cancellation and just let your annual report filings go unfiled?

If your annual report/renewal goes unpaid and unfiled for two years, your business registration or your authority to do business in Utah will expire and Utah Corporation Commission will administratively terminate your business. Expired foreign corporations and foreign LLCs in Utah cannot reinstate but must refile a new application.

If you just don’t file an annual report, how long before you lose your Certificate of Authority?

You will lose your certificate of authority after two years of failing to file and pay your annual report/renewal in Utah. The Utah Division of Corporations & Commercial Code will mail a notice of your delinquency to your registered agent. That is why you need a good agent in Utah. If you sign up with Northwest, we scan, upload to your account and notify you by email right away of all mail received from Utah Division of Corporations.

What are the late fees and penalties to re-register if you didn’t file a withdrawal correctly?

Foreign businesses are not allowed to re-register in Utah once they have been withdraw.
All corporations and limited liability companies pay an annual renewal fee of $15 with their annual report with a $10 penalty for delinquent reporting. You can only miss two annual report/renewal dates before you are automatically administratively withdrawn by the Utah Division of Corporations & Commercial Code. Any foreign entity that is administratively terminated by Utah Division of Corporations will need to start over and file as if it was a new entity.

Utah State Tax Commission:
http://tax.utah.gov/business/tax-clearance