How to Dissolve an LLC in Utah (2026)

To dissolve an LLC in Utah, file a Statement of Dissolution with the Utah Division of Corporations and Commercial Code, and it's free, Utah charges no fee for a voluntary dissolution or termination (expedited service is an optional $75). Utah also has an unusually forgiving feature: a dissolution is reversible. Under Utah law, you can rescind a Statement of Dissolution any time before you file the final Statement of Termination, so Utah builds in a change-your-mind window that most states don't offer.

Here's the full process and the Utah-specific specifics.

Utah LLC dissolution at a glance

Step 1: Vote to dissolve and document it

Check your operating agreement for the dissolution procedure and hold the required member vote (a majority unless the agreement specifies otherwise), then record it in the minutes. The documented decision is the basis for the filing.

Step 2: Wind up the business and settle debts

Wind up the LLC's affairs: notify known creditors, pay or provide for the company's debts, and distribute remaining assets to members, creditors first. Under Utah Code 48-3a-701 et seq., after a Statement of Dissolution is filed the LLC continues only for the purpose of winding up, which can include preserving the business as a going concern for a reasonable time, transferring property, and settling disputes. Distributing assets ahead of creditors can create personal exposure.

Step 3: Handle final taxes

Utah doesn't require a tax-clearance certificate to dissolve. File your final Utah and federal returns, marked final, and settle any taxes, penalties, or interest with the Utah State Tax Commission. Any taxes left unpaid after dissolution can pass through to the members, so close out your tax accounts.

Step 4: File the Statement of Dissolution (and later, Termination)

File the Statement of Dissolution with the Division of Corporations and Commercial Code, no fee. The easiest route is online through the Utah Business Registration portal at corporations.utah.gov; you can also mail it to the Salt Lake City P.O. box (submit in duplicate with a return envelope if you want a processed copy). Standard processing is 5–7 business days; expedited handling is $75 (within 48 hours). When winding up is complete, file the Statement of Termination to fully and finally end the entity, the dissolution starts the wind-down, and the termination closes it.

Step 5: Close accounts, licenses, and registrations

Finish by canceling local business licenses and permits, closing business bank accounts, canceling the EIN with the IRS if appropriate, and withdrawing any out-of-state registrations.

The Utah wrinkle: free, and reversible until you terminate

Utah's defining features both work in your favor. First, it's free, Utah's fee schedule lists voluntary dissolution/termination at no charge, which is rare. Second, and more unusual, the dissolution is reversible. Utah separates the process into two filings: the Statement of Dissolution, which starts winding up, and the Statement of Termination, which finally ends the entity. Under Utah Code 48-3a-704, a dissolution may be rescinded at any time before a Statement of Termination has been filed. So if you file the Statement of Dissolution and then change your mind, or circumstances change, you can rescind it and keep the LLC alive, as long as you haven't filed the termination yet.

That built-in change-your-mind window is something most states don't offer, where a dissolution is harder to undo. The practical takeaway: filing the Statement of Dissolution isn't an irreversible cliff in Utah; it opens a winding-up period during which you retain flexibility, and only the Statement of Termination makes the closure final. With the annual renewal at just $18, the cost pressure to decide quickly is low, but as the general dissolution guide notes, formally closing still ends your filing obligations cleanly rather than letting the LLC lapse. (One detail: your business name is protected for 120 days after voluntary dissolution, or two years if the LLC was administratively dissolved.)

Frequently asked questions

How much does it cost to dissolve a Utah LLC?

Nothing for the filing, Utah charges no fee to file a Statement of Dissolution or Statement of Termination. Expedited processing is an optional $75. There's no tax-clearance fee. So for most Utah LLCs, dissolving is free, with the only real cost being settling any outstanding taxes with the State Tax Commission.

Can I reverse a dissolution in Utah?

Yes, until you terminate. Utah law (48-3a-704) lets you rescind a Statement of Dissolution at any time before a Statement of Termination has been filed. Because Utah splits the process into a dissolution (which starts winding up) and a termination (which finally ends the entity), you keep a change-your-mind window during the wind-down. Once the Statement of Termination is filed, the closure is final.

Do I need tax clearance to dissolve a Utah LLC?

No. Utah doesn't require a tax-clearance certificate to dissolve an LLC. You should still file your final Utah and federal returns and settle any taxes with the Utah State Tax Commission, since unpaid taxes can pass through to members after dissolution, but there's no clearance certificate gating the dissolution filing.

This page covers the Utah specifics; for the general framework, see our complete guide to how to dissolve an LLC, and for nearby states, Colorado and Arizona. Utah's official filing is at the Utah Division of Corporations & Commercial Code, and taxes through the Utah State Tax Commission.