The process of Legally Closing a Corporation in Utah is called Dissolution.  After a Utah Corporation has been Dissolved, it ceases to be Legally Active in the Utah Department of Commerce's records and may no longer Legally conduct business in the state of Utah.

A Utah Corporation is created when the UT Department of Commerce approves the Formation Documents - Articles of Incorporation.  A record of the Utah Corporation is added to the list of Corporations which have officially registered with the Utah Department of Commerce.  Once a Corporation is registered with the Utah Department of Commerce, that Corporation immediately has both reporting and tax obligations which incur penalties if the obligations are not met by the required deadlines.

If you've registered a Utah Corporation with the Utah Department of Commerce and want to cease business activities you have to let the UT Department of Commerce know that you intend to close your company.  Only after the UT Department of Commerce has made sure that all of the obligations of the Utah Corporation have been fulfilled will the Department of Commerce approve of the closure of the company.

When the Utah Department of Commerce approves the closing of a UT Corporation, that Utah Corporation is said to be Dissolved.  The process of Dissolving a Utah Corporation is called Utah Corporation Dissolution.

As soon as a Utah Corporation is registered with the UT Department of Commerce, that Corporation is responsible for recurring obligations of the Utah Department of Commerce and the Utah State Tax Commission.  If a Utah Corporation does not file its required reports or pay its tax obligations, then that UT Corporation could be responsible for penalties which compound as time goes by.

Unless you Dissolve (Legally Close) your Utah Corporation with the Utah Department of Commerce that UT Corporation will be responsible for all recurring fees and penalties until the company has been legally closed.

Utah Corporation Dissolution is one part of a larger process commonly called the "Winding Up" process.

There are things you need to do before you can request approval of Corporation Dissolution from the Utah Department of Commerce; and things that you have to do after the UT Department of Commerce has approved Dissolution of the Utah Corporation. 

When a Utah Corporation is originally created, the Organizers may create Bylaws that define how the Corporation will be run.  The Bylaws may include pretty much anything that has to do with running the Corporation, including specific requirements which need to be followed before the Corporation may be Legally Closed.  Before you do anything else, you should review the Bylaws for anything that needs to be done before the Business is Legally Closed.

What you have to do both before and after the Utah Corporation is Dissolved largely depends on how much stock, if any, has been issued and how much and what kind of debts and liabilities that the Utah Corporation has.  If the Utah Corporation has not commenced business then the UT Corporation Dissolution process is easier.

1. Hold a Board of Directors meeting and record a resolution to Dissolve the Utah Corporation
   
   If a Board of Directors has been appointed for the Utah Corporation, then the Board is required to adopt a resolution to Dissolve the UT Corporation.  There should be a majority of Board Members who vote Yes to Legally Close the company.  A formal date on which the Corporation will be closed should be specified.  Minutes of the meeting should be recorded and retained in the business records.  If the Board of Directors has not been appointed then the Incorporator(s) have to apply for Dissolution of the Utah Corporation.
   
   We can transcribe and compile any minutes or approvals into a form that is legally recognized by the Utah Department of Commerce.
   
   
2. Hold a Shareholder meeting to approve Dissolution of the Utah Corporation
   
   If a Utah Corporation has issued shares of stock then a meeting of the Shareholders (owners) must be held and recorded. A majority of Corporate Shareholders must approve the Dissolution plan.  The approval actions should be documented and kept in the business records.
   
   If no shares have been issued then the Utah Corporation Dissolution process is easier.
   
   
   If necessary, we can transcribe and compile minutes into a form that is legally recognized by the Utah Department of Commerce.
   
   
3. File all required Annual Reports with the Utah Department of Commerce
   
   The Utah Department of Commerce will not approve the Dissolution of a UT Corporation until all required administrative reports have been filed.
   
   We can file any requiredAnnual Reports with the UT Department of Commerce.
   
   
4. Clear up any business debts
   
   All creditors of a Utah Corporation should be given notice of the pending Corporation Dissolution. Each creditor should be given a mailing address to which they may submit claims as well as a deadline by which claims may be submitted.
   
   While the Utah Department of Commerce does not legally require the publication of a Notice of Dissolution of a Utah Corporation, publication is a good way to notify anyone who might have a claim against the Utah Corporation.  Evidence of publication might prove useful down the line if someone makes a claim against the UT Corporation after the Utah Corporation has been dissolved.
   
   
5. Pay all taxes and administrative fees owed by the Utah Corporation
   
   The Utah Department of Commerce will definitely not approve the Dissolution of a Utah Corporation until all outstanding taxes and applicable registration and administrative fees have been paid.

1. Distribute all remaining assets of the Utah Corporation
2. Close all business bank accounts of the Utah Corporation
3. Cancel all local business licenses and permits
4. File Form 966 with the IRS
5. Cancel the IRS account associated with the UT Corporation's Federal Tax ID (EIN)
6. Keep Records of all Pertinent Business Documents

1. Distribute all remaining assets of the Utah Corporation
   
   If the Utah Corporation has any remaining assets, these may be divided according to the Shareholders' ownership interests in the UT Corporation. All distributions to Corporate Shareholders must be reported to the IRS.  Refer to the Corporation Bylaws for specific requirements, if any, for asset distribution.
   
   
2. Close all business bank accounts of the Utah Corporation
   
   If there are any business accounts that have been opened for the Utah Corporation then those accounts must be closed.  If any Corporate business accounts are left open there may be liability and obligations of the Dissolved Utah Corporation which could lead to legal problems.
   
   
3. Cancel all local business licenses and permits of the UT Corporation
   
   If the Utah Corporation has obtained any state, regional, county or city business licenses or permits, there may be cancellation requirements associated with those licenses or permits.  Each of those must be cancelled to avoid any reporting or fiscal obligations the Utah Corporation may have.  This includes business registration licenses as well as reseller permits.
   
   
4. File IRS Form 966
   
   A Dissolved Utah Corporations may be required to file IRS Form 966 with the US Internal Revenue Service.  This filing is required within 30 days after the final Dissolution plan is approved.  Filing IRS Form 966 lets the Federal Government know that the Utah Corporation has been legally Dissolved so that it may take the appropriate actions.
   
   
   We can prepare IRS Form 966 for you to file.
   
   
5. Cancel the IRS account associated with the UT Corporation's Federal Tax ID (EIN)
   
   A Federal Tax ID, or Federal Employer Identification Number (EIN), is like a Social Security Number for the Utah Corporation.  Once the IRS links an EIN to a Utah Corporation, that EIN stays with the Utah Corporation even after the Company has been Dissolved by the Utah Department of Commerce.
   
   When the IRS processes the final tax return for the Utah Corporation, they automatically make the EIN inactive.  However, the account associated with the EIN is not automatically closed.  Closing the account associated with the EIN lessens the likelihood of any problems with the EIN account, or with the IRS, in the future.
   
   If you should decide to revive the Utah Corporation down the line the IRS will reactivate the old EIN for your new Business.
   
   Before a Utah Corporation can close an EIN account, it must be in Good Standing with the IRS.  The Utah Corporation must have filed all required tax returns and paid any applicable fees and penalties due to the IRS.  The Utah Corporation cannot close its EIN account until the IRS has received payment for any tax amounts the Company may owe.
   
   
   We can prepare the formal documents which you can sign and submit to the IRS in order to close the account associated with your EIN.
   
   
6. Keep Records of all Pertinent Business Documents
   
   In order to avoid problems down the line, you should keep copies of all tax filings, contracts and employment records on file as well as Certified Copies of all company documents filed with the Secretary of State.  This includes your Formation Documents - your original Articles of Incorporation and any Amendments - and all Dissolution douments.

You notify the IRS that your Utah Corporation has been Closed on the final tax return that is filed for your Business. 

If you have employees and file taxes quarterly with IRS Form 941, Employers Quarterly Tax Return, check the appropriate box on that form to let the IRS know that your Corporation has Closed.  If you file yearly taxes do the same on IRS Form 944, Employers Yearly Tax Return. You should also attach a statement to the return showing the name of the person keeping the payroll records and the address where those records will be retained.

When you opened your Utah Corporation you most likely were assigned a Federal Employer Identification Number (EIN).  Once the IRS links an EIN to a Corporation, that EIN stays with the Corporation even after the Company has been Dissolved.  If you don't plan to reopen your Utah Corporation after it has been Closed, you should cancel the EIN account that has been assigned to your Company.

The time it takes to Dissolve a Utah Corporation varies depending on how long it takes to complete the actions that are required in each specific case - holding meetings, closing accounts, distributing assets, etc.

Once the initial actions are completed, the Utah Department of Commerce usually takes around 5-7 business days to process the Articles of Dissolution.

Processing times for Utah Corporation Dissolution filings vary depending on the work load of the Department of Commerce's staff.  We've found that normal processing of Utah Dissolution filings takes the state around 5-7 business days.

We are dependent on, and have no control over, the staff and systems of the Utah Department of Commerce . In our experience 5-7 business days is the time it usually takes the Utah Department of Commerce to process a Utah Dissolution filing. We get your Utah Corporation Dissolution filing to the UT Department of Commerce as soon as possible after we receive your order. Once it is at the state we have no control over the Utah Dissolution approval process.

The total cost to Dissolve a Utah Corporation varies depending on exactly what is required for each specific UT Dissolution. We charge $249 plus any state fees for our Utah Corporation Dissolution services. This includes:

• Same day processing
• Transcribe minutes of Board of Directors meeting which proposes Dissolution
• Transcribe minutes of Shareholders meeting at which Dissolution was approved
• Prepare and file Articles of Dissolution with the Utah Department of Commerce
• Prepare US IRS Form 966 for you to sign and file
• Prepare documents to cancel Federal EIN account
• Certified copy of Dissolution filing from UT Department of Commerce
• Priority Mail Delivery of all documents
• Unlimited Customer Support

We also offer these Utah Corporation Dissolution services separately as explained below.

If there are Foreign Corporations in states other than Utah that are tied to the Domestic Utah Corporation then each of those Foreign Corporations must be Dissolved before the Utah Corporation can be legally Dissolved.

A Utah Corporation may revoke Articles of Dissolution within 120 days of the effective date of the Dissolution by filing a request with the Utah Department of Commerce.

A Utah Corporation company name becomes available for anyone to use when the Utah Corporation is Dissolved by the Utah Department of Commerce. There are no Corporation company name protections in Utah once a Utah Corporation has been Dissolved by the Utah Department of Commerce.

There are no state of Utah requirements for the publication of a Notice of Dissolution of a Utah Corporation.

While the Utah Department of Commerce does not legally require the publication of a Notice of Dissolution of a Utah Corporation, publication is a good way to notify anyone who might have a claim against the Utah Corporation.  Evidence of publication might prove useful down the line if someone makes a claim against the UT Corporation after the Utah Corporation has been dissolved.