Dissolving a Utah LLC Or Closing a Sole Proprietorship
Plain-English steps for filings, tax account closures, stakeholder notices, and record-keeping
Utah Law Explained shows exactly how to shut down a Utah business the right way. If you want to stop doing business in Utah, you can’t just walk away from your LLC or sole proprietorship. Closing properly avoids lingering taxes, penalties, and lawsuits.
This guide gives you clear steps, timelines, forms, and tips to avoid common mistakes. By the end, you’ll know which approvals to secure, what paperwork to file, which tax accounts to close, and who to notify so you can move on without future surprises.
Dissolving a Utah LLC – Quick Overview
Utah LLCs must be formally dissolved with the Division of Corporations and related tax accounts closed with state and federal agencies. Use the snapshot below before you dive into the step-by-step.
Step 1 – Member Vote/Consent
Multi-member LLCs need a formal vote or written consent as required by the operating agreement. Single-member LLCs can approve in writing.
Step 2 – Articles of Dissolution
File Articles of Dissolution online or by mail with the Utah Division of Corporations. Until filed, annual renewals and fees still apply.
Step 3 – Close Tax Accounts
Cancel Utah sales tax, employer withholding, and other registrations. Send an IRS letter to close the EIN, if applicable.
Step 4 – Notify Stakeholders
Alert vendors, employees, landlords, lenders, and banks to prevent confusion, collections, or disputes.
Step 5 – Keep Records
Retain dissolution filings and tax records for 3-7 years in case of creditor or agency questions.
Step-by-Step: Dissolving a Utah LLC
Member Vote or Consent
Follow your operating agreement for the required approvals. If single-member, approve in writing and keep it with your records.
File Articles of Dissolution
Submit to the Utah Division of Corporations. This formally ends the LLC’s existence with the state and stops future renewals.
Close State and Federal Tax Accounts
Cancel your Utah sales tax permit and employer withholding. If you have an EIN, send the IRS a letter to close the account after final returns.
Notify Stakeholders
Inform vendors, employees, landlords, lenders, and your bank. Wrap up leases, contracts, payroll, and outstanding obligations.
Retain Records
Keep dissolution documents and tax filings for 3-7 years to handle any future questions from creditors or agencies.
Closing a Sole Proprietorship
Licenses
Final Returns
EIN Closure
Notifications
Wind-Down Checklist
Hold member vote or written consent – LLC only
File Articles of Dissolution with Utah Division of Corporations – LLC only
Cancel tax accounts with Utah State Tax Commission and IRS
Close city or county business licenses
Notify vendors, landlords, lenders, and banks
Pay final wages, taxes, and outstanding debts
Store records for 3-7 years
Need Help Applying This To Your Situation?
Shutting down a Utah business is a legal process with clear steps and real consequences if skipped. A short consult can help you avoid penalties and delays.
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Key Takeaways
LLCs require formal approvals plus Articles of Dissolution; sole props do not file Articles but must still wind down.
Close Utah and IRS tax accounts, notify stakeholders, and resolve contracts and payroll to prevent disputes.
Keep your records for 3-7 years. This page is legal information, not legal advice.
When in doubt, get counsel before you file.
Next Step
Ready to wind down cleanly? Start with approvals, file the Articles, close tax accounts, and notify the right people in the right order.
Book a Business Wind-Down ConsultWe’ll help you sequence filings, close accounts, and avoid penalties so you can move on without surprises.