Key Takeaways
- Filing form: Statement of Dissolution of Limited Liability Company, $0 for standard filing fee, filed with the Utah Division of Corporations and Commercial Code
- Processing time: Standard processing time; expedited service is available if you need it faster; expedited available for $75 for expedited processing
- Utah does not require tax clearance before filing your dissolution paperwork
- Utah does not require publication — notify known creditors directly instead
- Utah's Revised Uniform Limited Liability Company Act ties dissolution to events specified in the operating agreement or a judicial decree, and treats dissolution as an act outside the ordinary course of business — which defaults to requiring unanimous consent of all members unless your operating agreement provides otherwise. This is a meaningfully higher bar than the simple-majority default many other states use.
- Same-day filing and compliance support available through LLC Attorney at no markup on state fees
Utah makes voluntary LLC dissolution unusually low-friction: no filing fee at all for a standard Statement of Dissolution, and no tax clearance requirement standing between you and closing your domestic LLC. The catch most members miss isn't cost — it's that Utah defaults to requiring unanimous member consent to dissolve, not a simple majority.
This guide covers exactly how to dissolve a Utah LLC in 2026 — the $0 Statement of Dissolution filing, why no Tax Commission clearance is required for domestic LLCs, the unanimous-consent default vote, and the upcoming October 2026 renumbering of Utah's LLC Act.
Before You File to Dissolve Your Utah LLC
Utah's Revised Uniform Limited Liability Company Act ties dissolution to events specified in the operating agreement or a judicial decree, and treats dissolution as an act outside the ordinary course of business — which defaults to requiring unanimous consent of all members unless your operating agreement provides otherwise. This is a meaningfully higher bar than the simple-majority default many other states use.
If your operating agreement sets a specific vote threshold or dissolution trigger, that governs instead of the statutory unanimous-consent default — worth confirming early, since assuming a majority vote is enough when your agreement is silent could mean you're actually short of what the statute requires.
A member may petition a court for judicial dissolution where it is not reasonably practicable to carry on the business consistent with the operating agreement, or for oppressive conduct by controlling members — Utah courts have the option to order a buyout of the petitioning member's interest instead of dissolving the entire LLC.
Does Utah Require Tax Clearance Before Dissolution?
Utah does not require a tax clearance certificate before the Division of Corporations will process your Statement of Dissolution — this is one of the more founder-friendly features of Utah's process. You still need to file final returns and close out your tax accounts using Form TC-69C, and you can request an optional Letter of Good Standing (TC-42) afterward if you want documented proof, but it's not a prerequisite to filing.
Final Tax Returns and Accounts to Close
File final federal returns marked as your LLC's last tax year, along with any final Utah income, withholding, or sales tax returns that apply, and submit Form TC-69C to formally close each open Utah State Tax Commission account.
Accounts to close: Utah sales and use tax account and withholding tax account with the State Tax Commission, if either was registered
Utah has no franchise tax, and the flat annual renewal fee ($18) simply needs to be current — the Division of Corporations won't process a Statement of Dissolution for an LLC that's already lapsed into administrative dissolution over an unpaid renewal, since there's nothing active left to voluntarily dissolve at that point.
If your LLC held a Utah sales tax license, file a final sales tax return and submit Form TC-69C to close the account so it isn't left open generating non-filing notices.
If you had employees, file final federal payroll tax returns (Form 941 and Form 940, marked final) and close your Utah withholding tax account through Form TC-69C.
Winding Up and Distributing Assets
Utah's Revised Uniform LLC Act requires the LLC to pay or make reasonable provision for known obligations before distributing any remaining assets to members during winding up — the managers or members in charge at dissolution carry out these duties on the entity's behalf.
Creditors are addressed first under Utah's winding-up provisions — the LLC must satisfy or reasonably provide for its debts and liabilities before any remaining property is distributed to members according to their interests or the operating agreement.
Distributing assets to members before creditors are paid or reasonably provided for can expose those members to personal liability to the extent of what they received — the most common way a Utah LLC dissolution creates unnecessary legal exposure is skipping this step in the rush to close out the entity.
Creditor Notice and Publication Requirements
Utah's LLC Act includes a known-claims notice procedure similar to other modernized LLC statutes — secondary sources point to a minimum deadline in the 90-to-120-day range for known creditors to respond after written notice, though the precise statutory language is worth confirming directly before you rely on an exact figure for a specific situation.
Known creditors who don't respond within the notice deadline are generally barred from pursuing their claim further. Utah's specific procedure for unknown claimants (whether publication is available, and what bar period applies if so) follows the general structure common to RULLCA-based acts, but readers with a live unknown-claims question should confirm the current statutory text directly with the Division of Corporations or an attorney rather than relying on an assumed day count.
Administrative Dissolution vs. Voluntary Dissolution in Utah
Administrative dissolution happens when the Division of Corporations dissolves your LLC involuntarily, typically after a missed annual renewal goes uncorrected through a 60-day cure notice and a further 60-day period. It is not something you file for — the Division revokes the LLC's active status on its own after the compliance lapse, distinct from voluntarily filing a Statement of Dissolution because you've decided to close.
The practical difference matters: voluntary dissolution is a deliberate filing you control, timed to your own winding-up process, while administrative dissolution is involuntary and can leave outstanding obligations unresolved since there was no formal wind-up triggered by it.
Reinstating a Utah LLC
Reinstating an administratively dissolved Utah LLC requires a reinstatement fee — commonly cited around $54, though figures in the roughly $30–$70 range appear depending on filing method — plus all back annual renewal fees, taxes, and penalties that accrued while the LLC was dissolved, under Utah Code § 48-3a-709 (soon to be renumbered, see below).
Operating in Other States? Don't Forget Foreign Withdrawal
If your Utah LLC is also registered to do business in other states, dissolving it here does not end those foreign registrations — you'll need to separately file a withdrawal in each other state, or you'll keep accruing that state's fees and compliance obligations on an entity that no longer exists in its home state.
Utah LLC Dissolution Costs at a Glance
How to Dissolve Your Utah LLC
If You Do It Yourself
Step 1 — Confirm member approval to dissolve.
Utah's Revised Uniform Limited Liability Company Act ties dissolution to events specified in the operating agreement or a judicial decree, and treats dissolution as an act outside the ordinary course of business — which defaults to requiring unanimous consent of all members unless your operating agreement provides otherwise. This is a meaningfully higher bar than the simple-majority default many other states use.
Step 2 — Check your operating agreement for internal dissolution procedures.
If your operating agreement sets a specific vote threshold or dissolution trigger, that governs instead of the statutory unanimous-consent default — worth confirming early, since assuming a majority vote is enough when your agreement is silent could mean you're actually short of what the statute requires.
Step 3 — Stop transacting new business and begin winding up.
Utah's Revised Uniform LLC Act requires the LLC to pay or make reasonable provision for known obligations before distributing any remaining assets to members during winding up — the managers or members in charge at dissolution carry out these duties on the entity's behalf.
Step 4 — Notify creditors and known claimants.
Utah's LLC Act includes a known-claims notice procedure similar to other modernized LLC statutes — secondary sources point to a minimum deadline in the 90-to-120-day range for known creditors to respond after written notice, though the precise statutory language is worth confirming directly before you rely on an exact figure for a specific situation.
Step 5 — File Statement of Dissolution of Limited Liability Company.
Submit to the Utah Division of Corporations and Commercial Code and the Utah State Tax Commission, by mail, with the $0 for standard filing filing fee. The Tax Commission does not gate your dissolution filing for a domestic Utah LLC — clearance is only required when a foreign (out-of-state) LLC registered in Utah is withdrawing, not for a Utah-formed LLC dissolving at home.
Step 6 — Wait for processing.
Standard processing time; expedited service is available if you need it faster. Expedited options are available: $75 for expedited processing (Typically much faster than standard processing when the $75 expedite fee is paid).
Step 7 — File final federal and state tax returns.
File final federal returns marked as your LLC's last tax year, along with any final Utah income, withholding, or sales tax returns that apply, and submit Form TC-69C to formally close each open Utah State Tax Commission account.
Step 8 — Withdraw any foreign qualifications in other states.
If your Utah LLC is also registered to do business in other states, dissolving it here does not end those foreign registrations — you'll need to separately file a withdrawal in each other state, or you'll keep accruing that state's fees and compliance obligations on an entity that no longer exists in its home state.
Step 9 — Distribute remaining assets and close out records.
Creditors are addressed first under Utah's winding-up provisions — the LLC must satisfy or reasonably provide for its debts and liabilities before any remaining property is distributed to members according to their interests or the operating agreement. Keep dissolution paperwork, final tax returns, and a record of the distribution for at least several years — you may need it if a claim surfaces later.
Step 10 — Watch for Utah-specific dissolution traps.
Utah's biggest practical quirk is the unanimous-consent default vote — many members assume a majority vote is enough to dissolve, but absent contrary operating agreement language, Utah's statute treats dissolution as an out-of-ordinary-course act requiring every member's consent. Separately, Utah's LLC Act is being recodified from Title 48, Chapter 3a to Title 16, Chapter 20, effective October 1, 2026 — this is a technical renumbering of existing law, not a substantive change, so don't be alarmed if statutory citations you see referenced elsewhere shift later this year.
If LLC Attorney Does It for You
- Submit your information at llcattorney.com — confirm member approval, outstanding debts, and whether the LLC is registered in any other states.
- LLC Attorney prepares and files the Statement of Dissolution of Limited Liability Company with the Utah Division of Corporations and Commercial Code and the Utah State Tax Commission, coordinates tax clearance where required, and handles any required creditor notice.
- Receive confirmation once your Utah LLC is fully dissolved, plus access to flat-fee attorney consultations (no retainer) if a creditor dispute or multi-state withdrawal question comes up.
When Should You Talk to an Attorney About Dissolving Your Utah LLC?
Talk to an attorney before dissolving your Utah LLC if members disagree about the wind-up or asset split, the LLC has debts exceeding its remaining assets, you're unsure whether a creditor's claim needs to be honored, or your operating agreement is silent on dissolution and you want to confirm the unanimous-consent default actually applies to your situation before relying on it.
What You Actually Get With LLC Attorney's Utah Dissolution Service
The part of Utah dissolution that trips people up isn't the filing itself — it's assuming a majority vote is enough to dissolve when the statutory default actually requires every member's consent. LLC Attorney's Utah service confirms your vote threshold and handles the filing correctly from the start.
- Statement of Dissolution of Limited Liability Company prepared and filed for you, starting at $99.
- Tax clearance coordination where Utah requires it, so your filing isn't rejected for a step you didn't know about.
- Creditor notice guidance tailored to Utah's specific publication or direct-notice rules.
- Access to professionally trained Business Success Advisors at no charge, plus flat-fee attorney consultations (no retainer) for winding-up and multi-state withdrawal questions.
Utah's dissolution filing is free and fast, but the unanimous-consent default is an easy trap for members who assume majority rule — LLC Attorney makes sure your Utah LLC closes cleanly and with the right vote behind it.
Close Your Utah LLC the Right Way
Filing the wrong form, skipping tax clearance, or missing a creditor notice requirement can leave you personally exposed or stuck reopening the process later. LLC Attorney's Utah dissolution service starts at $99. See our full pricing for all service tiers.
Frequently Asked Questions
There's no state filing fee for a standard Statement of Dissolution — Utah is one of the few states in this project with a $0 domestic voluntary dissolution filing. Expedited processing is available for an additional $75 if you need it faster than standard turnaround.
Standard processing follows the Division of Corporations' normal turnaround; if you need it faster, expedited processing is available for $75. There's no tax clearance step to wait on, which keeps Utah's overall timeline shorter than states like Texas or Tennessee.
No. Utah does not require a tax clearance certificate before the Division of Corporations will process your Statement of Dissolution — that clearance requirement only applies to foreign LLCs withdrawing from Utah, not domestic LLCs dissolving at home. You're still responsible for filing final returns and closing your tax accounts with Form TC-69C.
Utah has a known-claims notice procedure similar to other modernized LLC acts, with secondary sources citing a 90-to-120-day minimum response window for known creditors. If you have a live question about unknown-claims publication and bar periods, confirm the exact current statutory language directly rather than relying on a general estimate.
Utah defaults to requiring unanimous consent of all members to dissolve, since dissolution is treated as an act outside the LLC's ordinary course of business — unless your operating agreement sets a different threshold. This is a stricter default than the simple-majority rule used in many other states, so don't assume a majority vote is automatically sufficient.
Administrative dissolution is something the Division of Corporations does to you, typically for a missed annual renewal that goes uncured through a 60-day notice period — it isn't something you file for. Voluntary dissolution is the deliberate Statement of Dissolution filing you make when you've decided to close the business.
Yes — reinstating after administrative dissolution requires a reinstatement fee (commonly cited around $54, though it can range roughly $30–$70 depending on filing method) plus all delinquent renewal fees, taxes, and penalties that accrued while dissolved.
Once dissolved, your LLC exists only to wind up its affairs — settling debts, distributing remaining assets to members, and closing out tax accounts with the State Tax Commission. If the LLC was registered in other states, you'll also need to separately withdraw those foreign qualifications, since Utah's dissolution doesn't automatically end them.
Yes. LLC Attorney handles Utah LLC dissolutions end-to-end — preparing and filing the Statement of Dissolution of Limited Liability Company, coordinating tax clearance where required, and confirming your LLC is fully closed with the state.