Withdraw A Utah Foreign LLC Or Corporation
In this guide to withdrawing a foreign LLC or corporation in Utah, we’ll go over what it means to be a foreign business, the forms you’ll need to file to withdraw or cancel it, and anything else you need to know.
Steps to Withdraw a Foreign Business in Utah
To withdraw your foreign LLC or corporation in Utah, you’ll need to file official state paperwork with Utah’s Secretary of State. Our guide shows you how to do it.
What is a Utah foreign business?
When companies expand their business to another state, they’re called “foreign businesses.” To operate legally, they need to register with that state by completing a process called foreign qualification. If the business stops doing business in that state, they can withdraw from the state and cancel their foreign registration.
Withdraw Foreign Utah LLC Instructions
To withdraw or cancel your foreign LLC in Utah, you must provide the completed Withdrawal of Registration of a Foreign Limited Liability Company to the Division of Corporations & Commercial Code by mail, fax or in person.
Withdraw Foreign Utah Corporation Instructions
To withdraw or cancel your Foreign Corporation in Utah, you must provide the completed Application for Withdrawal of a Foreign Profit/Non-Profit Corporation to the Division of Corporations & Commercial Codes by mail, fax or in person.
How do I file my withdrawal application for my foreign Utah business?
Utah accepts filings by mail, fax, and in-person. If faxing your application, the Fax Cover Letter is required and can be downloaded with the application.
Mail:
Utah Division of Corporations & Commercial Code
P.O. Box 146705
Salt Lake City, UT 84114-6705
In-person:
Heber M. Wells Building
160 E. 300 S, 1st Floor
Salt Lake City, UT 84111
Fax:
(801) 530-6438
Foreign Utah LLC or Corporation Withdrawal FAQs
How much does it cost to cancel your out of state registration with Utah?
There is no filing fee to withdraw your foreign LLC or corporation in Utah.
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?
Utah takes about 5 to 7 days to process withdrawal paperwork no matter how you file.
What happens if you don’t file a withdrawal and just don’t file your annual report?
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.
How long before I lose my Certificate of Authority if I don’t file Utah’s Annual Report?
You will lose your ability to do business in Utah after two years of failing to file 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.
Are their fees and penalties to re-register if I didn’t file a withdrawal correctly?
Foreign businesses are not allowed to re-register in Utah once they have been withdrawn. 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.
What is the difference between withdrawing and dissolving a business?
Foreign entities withdraw their business from a foreign jurisdiction. Domestic entities dissolve their business in their home state.
For example, an LLC that originated in Utah is domestic to Utah. If it stopped operating in the state, it would need to dissolve the business. If it operated as a foreign business in another state, it would need to withdrawal from that state if it wanted to close up shop.
Learn how to dissolve a Utah LLC or a Utah corporation.
What if I want to start a foreign LLC or corporation in Wyoming?
You’re in luck! Our guides on how to form a foreign Utah LLC or a foreign Utah corporation are easy to follow. You can even hire us to do it for you!