Utah Dissolution Package to Dissolve Corporation

Category:

Corporations - Dissolution

State:

Utah

Control #:

UT-DP-0001

Format:

Instant download

About this form

The Utah Dissolution Package to Dissolve Corporation is a comprehensive collection of legal documents designed specifically to help business owners formally terminate their corporation in Utah. This package includes the necessary forms, step-by-step instructions, transmittal letters, and additional information to ensure a smooth dissolution process. Unlike other corporate documents, this package focuses solely on voluntary dissolution, providing tailored guidance to navigate state-specific legal requirements.

What’s included in this form

Articles of Dissolution: The primary form needed to initiate the dissolution process.
Notice of Special Meeting: Required for seeking shareholder approval if shares have been issued.
Transmittal Letter: An accompanying letter for the filing of the Articles of Dissolution.
Written Consent of Shareholders: Optional form to acquire consent for dissolution without a meeting.
Notices to Claimants: Guidelines for notifying known and unknown claimants of the corporation's dissolution.

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When to use this document

This dissolution package should be used when a corporation in Utah has decided to cease operations and dissolve voluntarily. It is appropriate in scenarios such as a business closing down due to financial difficulties, a change in the business model that no longer requires a corporate structure, or the owners simply deciding to dissolve the entity after fulfilling its business purpose.

Who needs this form

This form is intended for:

Corporation owners and shareholders who wish to dissolve their business.
Corporate directors looking to formally cease corporate operations.
Incorporators of corporations who have not issued shares and want to dissolve the entity.
Legal representatives or attorneys assisting clients in the corporate dissolution process.

Completing this form step by step

Identify if your corporation has issued shares or commenced business to choose the correct steps.
If no shares were issued, complete the Articles of Dissolution with the corporation's name, the date of authorization, and the principal office address.
If shares were issued, have the board adopt a resolution to recommend dissolution and notify shareholders of the special meeting.
Complete and file the Articles of Dissolution with the necessary details and mail them to the Utah Department of Commerce.
Notify all known claimants of the dissolution and publish a notice for unknown claimants to limit potential liabilities.

Notarization requirements for this form

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Make edits, fill in missing information, and update formatting in US Legal Forms—just like you would in MS Word.

Download a copy, print it, send it by email, or mail it via USPS—whatever works best for your next step.

Sign and collect signatures with our SignNow integration. Send to multiple recipients, set reminders, and more. Go Premium to unlock E-Sign.

If this form requires notarization, complete it online through a secure video call—no need to meet a notary in person or wait for an appointment.

We protect your documents and personal data by following strict security and privacy standards.

Avoid these common issues

Failing to notify all shareholders, which can invalidate the dissolution.
Not publishing the required notice for unknown claimants, leading to possible claims post-dissolution.
Completing the Articles of Dissolution without the necessary signatures or dates.

Benefits of using this form online

Access to attorney-drafted and state-compliant forms ensures accuracy.
Convenient downloading and editing capabilities make form completion easy.
Guidance is provided at each step, simplifying the dissolution process.

Legal use & context

Voluntary dissolution must follow state laws to avoid potential future liabilities.
A corporation is still liable for claims even after dissolution unless proper notices are given.
Asset distribution during liquidation must comply with statutory guidelines to protect shareholders.

Key takeaways

The Utah Dissolution Package provides all necessary forms for voluntarily dissolving a corporation in Utah.
Proper adherence to filing processes and notifications is crucial in minimizing future liabilities.
Understanding whether shares were issued will determine the necessary steps in the dissolution process.

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FAQ

Dissolve the Legal Entity (LLC or Corporation) with the State. An LLC or Corporation needs to be officially dissolved. Pay Any Outstanding Bills. You need to satisfy any company debts before closing the business. Cancel Any Business Licenses or Permits. File Your Final Federal and State Tax Returns.

Definition. The ending of a corporation, either voluntarily by filing a notice of dissolution with the Secretary of State or as ordered by a court after a vote of the shareholders, or involuntarily through government action as a result of failure to pay taxes.

Hold a meeting of members and pass a resolution to dissolve the company. File the annual and other required reports with the state agency. Pay off all the outstanding business debts of the company. Pay all the outstanding taxes and fees owed by the company.

Failing to dissolve the corporation allows third parties to continue to sue the corporation as if it is still in operation. A judgment might mean that shareholders use the money received from distributed assets when the corporation closed down to satisfy judgments against the corporation.

Just as you filed paperwork with the state to form your LLC, you must file articles of dissolution or a similar document to dissolve the LLC. These papers are filed with the same state agency that handed your original LLC formationusually the secretary of state.

Holding a vote with LLC members to dissolve the LLC. Recording the dissolution vote in the LLC's meeting minutes. Determining the formal date of dissolution. Distribution of LLC assets. Notifying creditors and settling any business debts.

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Utah Dissolution Package to Dissolve Corporation

CORPORATE DISSOLUTION

UTAH

STATUTORY REFERENCE

UTAH CODE, Title 16, Chapter 10a, Â§Â§ 1401 through 1440
Â

In Utah, a corporation may be dissolved voluntarily, administratively, or judicially.Â THIS SUMMARY ADDRESSES ONLY VOLUNTARY DISSOLUTION.

If a corporation has not yet issued shares, a majority of its directors, or if no directors have been elected or if elected directors are no longer serving, a majority of its incorporators may authorize the dissolution of the corporation.

After shares have been issued, for a proposal to dissolve the corporation to be authorized the board of directors must recommend dissolution to the shareholders (unless the board determines that because of a conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders) and the shareholders entitled to vote on the proposal must approve the proposal to dissolve. The proposal to dissolve must be approved by each voting group entitled to vote separately on the proposal by a majority of all the votes entitled to be cast on the proposal by that voting group.Â A greater vote may be required by the articles of incorporation or the bylaws or the board of directors may condition the effectiveness of the dissolution on any basis.

The corporation must give notice in accordance with Â§16-10a-705 to each shareholder entitled to vote on the proposal to dissolve, of the proposed shareholders' meeting at which the proposal to dissolve will be voted upon. The notice must state that the purpose or one of the purposes of the meeting is to consider the proposal to dissolve the corporation.

At any time after dissolution is authorized, the corporation may dissolve by delivering to the division for filing articles of dissolution setting forth: (a) the name of the corporation;
(b) the address of the corporation's principal office or, if none is to be maintained, a statement that the corporation will not maintain a principal office, and, if different from the address of the principal office or if no principal office is to be maintained, the address to which service of process may be mailed pursuant to Â§16-10a-1409;
(c) the date dissolution was authorized;
(d) if dissolution was authorized by the directors or the incorporators.
(e) if dissolution was approved by the shareholders: (i) the number of votes entitled to be cast on the proposal to dissolve by each voting group entitled to vote separately thereon; and
(ii) either the total number of votes cast for and against dissolution by each voting group or the total number of undisputed votes cast for dissolution by each voting group and a statement that the number cast for dissolution was sufficient for approval; and (f) any additional information the division determines is necessary or appropriate.

A corporation is dissolved upon the effective date of its articles of dissolution.

A dissolved corporation continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including: (a) collecting its assets;
(b) disposing of its properties that will not be distributed in kind to its shareholders;
(c) discharging or making provision for discharging its liabilities;
(d) distributing its remaining property among its shareholders according to their interests; and
(e) doing every other act necessary to wind up and liquidate its business and affairs.

Dissolution of a corporation does not: (a) transfer title to the corporation's property;
(b) prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation's share transfer records;
(c) subject its directors or officers to standards of conduct different from those prescribed by statute;
(d) change: (i) quorum or voting requirements for its board of directors or shareholders;
(ii) provisions for selection, resignation, or removal of its directors or officers or both; or
(iii) provisions for amending its bylaws or its articles of incorporation; (e) prevent commencement of a proceeding by or against the corporation in its corporate name;
(f) abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or
(g) terminate the authority of the registered agent of the corporation.

A dissolved corporation electing to dispose of known claims may give written notice of the dissolution to known claimants at any time after the effective date of the dissolution. The written notice must: (a) describe the information that must be included in a claim;
(b) provide an address to which written notice of any claim must be given to the corporation;
(c) state the deadline, which may not be fewer than 120 days after the effective date of the notice, by which the dissolved corporation must receive the claim; and
(d) state that unless sooner barred by any other state statute limiting actions, the claim will be barred if not received by the deadline. Unless sooner barred by any other statute limiting actions, a claim against the dissolved corporation is barred if a claimant was given notice and the claim is not received by the dissolved corporation by the deadline or the dissolved corporation delivers to the claimant written notice of rejection of the claim within 90 days after receipt of the claim and the claimant whose claim was rejected by the dissolved corporation does not commence a proceeding to enforce the claim within 90 days after the effective date of the rejection notice.

Claims which are not rejected by the dissolved corporation in writing within 90 days after receipt of the claim by the dissolved corporation are considered accepted.

A "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.

A dissolved corporation may publish notice of its dissolution and request that persons with claims against the corporation present them in accordance with the notice. The notice must: (a) be published one time in a newspaper of general circulation in the county where the dissolved corporation's principal office or, if it has no principal office in this state, its registered office is or was last located;
(b) describe the information that must be included in a claim and provide an address at which any claim must be given to the corporation; and
(c) state that unless sooner barred by any other statute limiting actions, the claim will be barred if an action to enforce the claim is not commenced within five years after the publication of the notice.

If the dissolved corporation publishes a newspaper notice, then, unless sooner barred under Â§16-10a-1406 or under any other statute limiting actions, the claim of any claimant against the dissolved corporation is barred unless the claimant commences an action to enforce the claim against the dissolved corporation within five years after the publication date of the notice.

A "claim" means any claim, including claims of this state, whether known, due or to become due, absolute or contingent, liquidated or unliquidated, founded on contract, tort, or other legal basis, or otherwise.Â An action to enforce a claim includes any civil action, and any arbitration under any agreement for binding arbitration between the dissolved corporation and the claimant.

A claim may be enforced against the dissolved corporation to the extent of its undistributed assets or against a shareholder of the dissolved corporation if the assets have been distributed in liquidation.Â A shareholder's total liability for all claims may not exceed the total value of assets distributed to him, as that value is determined at the time of distribution. Any shareholder required to return any portion of the value of assets received by him in liquidation is entitled to contribution from all other shareholders.

Assets of a dissolved corporation that should be transferred to a creditor, claimant, or shareholder of the corporation who cannot be found or who is not competent to receive them must be reduced to cash and deposited with the state treasurer in accordance with the Unclaimed Property Act.

Note: All Information and Previews are subject to the Disclaimer located on the main forms page, and also linked at the bottom of all search results.

Utah Dissolution Package to Dissolve Corporation

CORPORATE DISSOLUTION

UTAH

STATUTORY REFERENCE

UTAH CODE, Title 16, Chapter 10a, Â§Â§ 1401 through 1440
Â

In Utah, a corporation may be dissolved voluntarily, administratively, or judicially.Â THIS SUMMARY ADDRESSES ONLY VOLUNTARY DISSOLUTION.

A corporation is dissolved upon the effective date of its articles of dissolution.

Claims which are not rejected by the dissolved corporation in writing within 90 days after receipt of the claim by the dissolved corporation are considered accepted.

A "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.

Note: All Information and Previews are subject to the Disclaimer located on the main forms page, and also linked at the bottom of all search results.

Utah Dissolution Package to Dissolve Corporation

About this form

What’s included in this form

Related forms

When to use this document

Who needs this form

Completing this form step by step

Notarization requirements for this form

Get your form ready online

Avoid these common issues

Benefits of using this form online

Legal use & context

Key takeaways

Looking for another form?

Viewed forms

Form popularity

FAQ

How do I dissolve an inactive corporation?

Can the government dissolve a corporation?

How do I dissolve a business in Utah?

What happens if you do not dissolve a corporation?

How do you dissolve a LLC that was not used?

How do you dissolve an LLC legally?

How do I dissolve an LLC in Utah?

How do I close my business in Utah?

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