Utah Revocation of Dissolution (Corporation) is the process of reinstating a corporation that has been administratively dissolved and revoking the dissolution. It allows the corporation to continue to do business in the State of Utah. There are two types of Utah Revocation of Dissolution (Corporation): voluntary and involuntary. Voluntary revocation of dissolution occurs when the shareholders or directors of the corporation voluntarily agree to reinstate the corporation. Involuntary revocation of dissolution occurs when the corporation is reinstated by court order. In either case, the process of revocation of dissolution is initiated by filing a Certificate of Revocation of Dissolution with the Utah Division of Corporations and Commercial Code. This document must include the name of the corporation, the date of dissolution, and the date of revocation. The document must be signed by the corporation's president or vice-president or by a majority of the corporation's board of directors. The filing must also include a filing fee. Once the Certificate of Revocation of Dissolution is filed, the corporation is considered reinstated and the corporation’s rights, privileges, and liabilities are restored as if the dissolution had never occurred. The corporation must also file an annual report with the Division of Corporations and Commercial Code within 60 days of reinstatement.
Utah Revocation of Dissolution (Corporation)
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FAQ
In most cases of dissolution, a company's remaining assets are distributed to its shareholders or members after they have paid off outstanding debts from the proceeds of liquidation. The business may be wound up by a court-appointed receiver or trustee until all issues involving claims against it have been resolved.
You can dissolve a Domestic Limited Liability Company in Utah by completing the Articles of Dissolution of Limited Liability Company form and delivering it to the Division of Corporations & Commercial Code by mail, fax or in person. If faxing the articles, include the Fax Cover Letter.
You'll need to complete the Articles of Dissolution form. Once you've done that, you can print it and mail it to the Utah Department of Commerce. As with the Statement of Dissolution, the Articles of Dissolution form has a link that provides the most current information about mailing address and filing fees.
To close an LLC completely, you need to file a final tax return with the state and the IRS. Make sure you check the box to show this is the final return for the LLC. Fill out Schedule K-1 and give a copy to each member so that they know what to report on their own personal taxes in terms of losses and gains.
How to Dissolve a Limited Liability Company (LLC) in Utah 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.
Revocation refers to cases in which the Articles of Incorporation for a Corporation or Articles of Organization for an LLC are revoked by the Secretary of State. Another term for Revocation is Administrative Dissolution.
Utah LLCs have to file a completed Articles of Amendment to Articles of Organization form with the Division of Corporations and Commercial Code. You can submit by fax, mail, or in person. If you choose to fax the document, you will need to attach a Fax Cover Letter. The filing of an amendment comes with a $37 fee.