How to Dissolve an LLC in Utah (2026)

Published by Jon Morgan | Co-Founder & Chief Editor

Last updated: August 30, 2026

FACT CHECKED by Jon Tobin, Business Attorney

Methodology
We meticulously research and verify the information presented in our articles. By consulting reliable sources and ensuring factual accuracy, we are committed to providing readers with well-informed, trustworthy content.

The Division of Corporations and Commercial Code handles LLC dissolution in Utah, through a form called the Statement of Dissolution. Filing is free.

Utah does not require a tax clearance certificate before you can dissolve. This guide covers voluntary dissolution, the kind you and your co-owners choose on your own terms.

If your LLC formed somewhere else and only registered to do business in Utah, you'll file a withdrawal instead. That uses a different form, covered in the FAQs below.

Quick Summary

Utah LLC Dissolution Quick Reference

The table below has every figure, form and address you need to dissolve a Utah LLC, from the filing fee to where you mail the paperwork.

How to dissolve an LLC in Utah: 6 steps

These six steps take a Utah LLC from active to fully wound down. Follow them in order, since later steps depend on earlier ones. Our guide to dissolving an LLC covers the same process for any state.

Step 1 - Vote to dissolve

Start by pulling out your Utah LLC's operating agreement. If it sets its own rule for dissolving the company, that rule controls instead of the state's default.

If your LLC has no operating agreement, or it doesn't address dissolution, Utah's default rule kicks in. Every member has to agree before the LLC can dissolve [1].

Once every required member votes yes, write down the date and who voted. Keep the written consent with your LLC's records for as long as the LLC exists.

Step 2 - Notify creditors

Utah law gives you two ways to cut off creditor claims. You can send known creditors a written notice directly. Or you can publish a notice in a newspaper for creditors you don't know about.

A direct written notice needs three things: what a claim must include, a mailing address and a deadline. That deadline has to be at least 120 days out [2].

If you don't reject a claim in writing within 90 days of receiving it, Utah law treats the claim as accepted.

A published notice works differently. It bars claims from creditors you didn't know about, as long as they don't sue within three years of the publication date [3].

Step 3 - File final tax returns

File your final Utah return with the Utah State Tax Commission. File your final federal return with the IRS too. Mark each one as a final return when you file it.

If your LLC registered for sales tax, withholding or another Tax Commission account, close it with Form TC-69C. That stops the state from expecting returns from an LLC that no longer exists.

The Division of Corporations and Commercial Code doesn't require a tax clearance certificate. You can file your Statement of Dissolution without one.

Step 4 - File the Statement of Dissolution with the Division of Corporations and Commercial Code

File the Statement of Dissolution with the Division of Corporations and Commercial Code. There's no filing fee, though expedited processing costs $75.

You can file it online, by mail to the Division's P.O. Box in Salt Lake City, by fax or in person at its 300 South office, also in Salt Lake City.

Utah has no mandatory online-filing rule and no separate short-form version for smaller LLCs. Every domestic LLC files the same one-page Statement of Dissolution regardless of size or debts.

The form asks for your LLC's name and entity number. It also asks whether the dissolution takes effect on filing or on a future date you choose.

Filing the Statement of Dissolution only starts the winding-up period. It doesn't close the LLC yet. Once debts are paid and assets are distributed, file a separate Statement of Termination to close the LLC for good.

Step 5 - Distribute remaining assets

Utah law sets a specific order for winding up. Pay off creditors first, including any member who lent the LLC money.

After creditors are paid, return each member's unreturned contributions. Split whatever's left equally among the members. A transfer agreement can change that split [4].

Utah law requires these winding-up payments to be made in cash, not property. That's true even if the LLC's remaining worth sits in equipment or inventory.

Step 6 - Close accounts and cancel licenses and permits

Bring a copy of your filed Statement of Dissolution to the bank. Close any remaining business bank accounts once the bank confirms your dissolution, and cancel any outstanding checks or automatic payments tied to the LLC.

Check with your city or county for any local business license or permit that needs canceling. Let your Utah registered agent know the LLC is closing, and close out any leases, insurance policies or subscriptions still billing the business.

If you plan to run a similar business later, you'll need to start a new LLC in Utah from scratch. Termination ends this one for good.

FAQs

References:

1. https://le.utah.gov/xcode/Title48/Chapter3A/C48-3a-S701_1800010118000101.pdf
2. https://le.utah.gov/xcode/Title48/Chapter3A/C48-3a-S705_1800010118000101.pdf
3. https://le.utah.gov/xcode/Title48/Chapter3A/C48-3a-S706_1800010118000101.pdf
4. https://le.utah.gov/xcode/Title48/Chapter3A/C48-3a-S711_1800010118000101.pdf