Utah Foreign Registration / Withdrawing
Withdrawing a foreign registration in Utah
A foreign LLC leaves Utah by filing the Withdrawal of Registration of a Foreign Limited Liability Company, which declares an end to its Utah business and supplies an address where process can be served. A corporation uses a separate application and adds its EIN. We prepare either for $199.
Two ways a registration ends
| Route | Who starts it | What it needs |
|---|---|---|
| Withdrawal | The entity | A statement of withdrawal |
| Termination | The Division | Notice, 60 days and a ground under 510 |
A withdrawal is the orderly way out. Termination is what follows missed obligations.
What a withdrawing entity states
The statement of withdrawal contains the entity's name, its jurisdiction, that it does not currently do business in Utah and withdraws its registration, and an address where service of process can be made. In addition the LLC form has the company withdraw its registered agent's authority to accept service.
The corporation application
A corporation or nonprofit uses the Application for Withdrawal of a Foreign Profit or Non-Profit Corporation and states its federal employer identification number. The Division passes the number to the State Tax Commission and asks it to certify good standing, which it does when the entity has paid every tax, fee and penalty owed to the Commission.
Check your tax standing first
The Division advises confirming good standing with the Utah State Tax Commission before submitting a withdrawal, because any issue delays processing.
Revoked or expired entities
A withdrawal cannot be filed for a foreign corporation or nonprofit that is expired or administratively revoked. Do not let a registration lapse if you intend to withdraw.
Claims after you leave
After withdrawal a claimant whose cause of action arose while the entity was registered may still serve process under the Code's agent rules. That is why an address for service is part of the statement.
Withdrawal on its own
Some events end a registration with no filing at all: conversion to a Utah entity, a merger the foreign entity does not survive, or a domestication in Utah. Merging into or converting to another foreign entity calls for an application for transfer of registration instead, which carries a $17 fee on the Division's form.
Timing
Choose the withdrawal date once the company has stopped its Utah business. Renewals go on until then, so try to exit ahead of the next anniversary month.
The agent at withdrawal
The LLC withdrawal revokes the registered agent's authority. A resigning agent is a separate event, with its own statement.
Records after the exit
Keep the filed statement, the acknowledgment and any tax clearance with the company's permanent records, and keep the service address current.
Choosing a service address
Include an address at which a claimant can serve process on claims dating from the registered period. Pick an address someone will staff for years, rather than a personal one; a commercial agent's address works if you keep an agent.
Tax clearance in practice
For a corporation, the sequence is to confirm good standing with the State Tax Commission, file the application for withdrawal with the EIN, and let the Division request the Commission's certification. If the Commission cannot certify, it tells both the Division and the corporation why, which is the point at which to pay what is owed.
An LLC withdrawing
An LLC has no EIN line on the Utah form, so its withdrawal is simpler: name, entity number, state of formation, the statement that it no longer conducts business, the revocation of the agent's authority, an address for service and a signature.
What not to do
Do not simply stop paying the renewal. The registration would stay on the Division's books until a termination process ends it, and during that time the entity can be billed, reported as delinquent and, for a corporation, blocked from the orderly withdrawal route.
Checklist before filing
Business ceased in Utah. Tax standing confirmed for a corporation. Exact name and entity number in hand. Service address chosen. Signer ready. Then the statement can go in.
What we do with the exit
Send the exact name and the entity number. We write the statement and deliver it. Our rate is $199.
Withdrawing through us
Confirm tax standing
For a corporation, with the State Tax Commission.
Supply the record name
Exactly as Utah shows it.
Choose the service address
Where claims can be served.
We deliver
The statement of withdrawal.
Registered agent: first year included, then $149 a year
$199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Withdrawal questions
Who can withdraw?
A registered foreign entity that no longer does business in Utah.
Can a revoked corporation withdraw?
No. Withdrawal cannot be filed for an expired or administratively revoked one.
What if we merge instead?
The registration ends or transfers, depending on whether the foreign entity survives.
Does a corporation need a tax check?
Yes. The Division asks the State Tax Commission to certify good standing.
Who receives claims afterward?
Service is made under the Code's agent rules, using the address in the statement.
What you pay
Register in Utah
+ $59 Utah fee
The Utah fee for an LLC is $59; checkout lists it on its own line. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
$199
Utah Foreign Registration
- Foreign registration statement (foreign limited liability company), written from your answers
- Your home certificate, ordered to be fresh enough on filing day
- A Utah agent for service: our firm, or someone you pick
- The filing acknowledgment from the Division, returned to you
- Renewal: after the first year, the agent service renews at $149 a year
Sources
- Utah foreign registration statement, foreign limited liability company (Division of Corporations form)
- Utah Division of Corporations and Commercial Code, fee schedule
- Utah annual report and renewal form with instructions (Division of Corporations)
- Utah Code 16-1a-501 to 16-1a-510, foreign entities
- Utah application for authority to conduct affairs for a foreign corporation (Division of Corporations form)
- Utah Division of Corporations and Commercial Code
- Utah foreign registration statement, limited partnership (Division of Corporations form)
- Utah withdrawal of registration of a foreign limited liability company (Division of Corporations form)
- Utah application for withdrawal of a foreign profit or non-profit corporation (Division of Corporations form)
- Utah Division of Corporations, foreign business (profit) corporation page
- Utah Division of Corporations, foreign non-profit corporation page
- Utah Code 16-1a-401 to 16-1a-414, registered agent of an entity
- Utah Code 16-1a-201 to 16-1a-212, filing requirements and annual report
Doing business in Utah?
Order now and we write, assemble and deliver the registration for you.