What happens if your Utah LLC misses its annual renewal, and how to reinstate it
Utah’s own word for it: “Administratively dissolved”; the Division shows “delinquent”, then “expired”. Time limit to get back: Any time. Tax clearance: No (the application states taxes are paid).
Checked against the Utah Department of Commerce, Division of Corporations and Commercial Code, September 2026.
- What Utah calls it
- “Administratively dissolved”; the Division shows “delinquent”, then “expired”
- Tax clearance
- No(the application states taxes are paid)
- Time limit to get back
- Any time
How it unfolds in Utah
- MissedAnnual renewal
- Status“Administratively dissolved”; the Division shows “delinquent”, then “expired”
- The way backApplication for Reinstatement (online)
Utah Department of Commerce, Division of Corporations and Commercial Code
Utah specific: Utah’s LLC dissolution and reinstatement sections are being renumbered on 1 October 2026: Utah Code 48-3a-708 and 48-3a-709 are repealed and replaced by 16-1a-602 to 16-1a-605 (S.B. 40, 2026 General Session). The citations below give both.
What does Utah call a company that missed its filings?
The statute uses “administratively dissolved” (“statement of administrative dissolution”). The Division’s LLC page describes the status stages as “delinquent” (annual report/renewal not filed, fixed by renewing) and “expired” (fixed only by reinstatement); its general reinstatement page calls such entities “Involuntarily Dissolved”.
What triggers it in Utah?
The Division may start administrative dissolution if the LLC does not (1) pay a fee, tax, interest or penalty owed to the Division; (2) deliver its annual report (the Division calls it an annual renewal) within 60 days after it is due; or (3) have a registered agent in Utah for 60 consecutive days. Under 48-3a-708 (in force until Sept 30, 2026) the payment ground applies 60 days after the amount is due; under the new hub provision 16-1a-602 (effective Oct 1, 2026) it applies six months after the Division requires payment.
Before it happens
The Division serves notice of its determination. The LLC then has 60 days after service to cure each ground, or show that it does not exist. If it does neither, the Division signs and files a statement of administrative dissolution. Both the current and the Oct 1, 2026 text use the same 60-day cure period.
How do you reinstate a Utah LLC?
An Application for Reinstatement. The Division’s LLC page says reinstatements are now filed online in the Business Registration System (UtahID login, then ‘File On An Existing Business’ and choose Reinstatement). The paper ‘Application for Reinstatement of an Unincorporated Domestic Entity’ (07/23) is also still posted. It asks for the name at dissolution, an optional new name, the principal office, and the registered agent. The signer affirms that the grounds are cured, that all fees and penalties are paid, and that Utah State Tax Commission taxes are paid or on a current payment plan. A Registration Information Change Form may also be needed.
Where to file
Utah Department of Commerce, Division of Corporations and Commercial Code (Salt Lake City), through the online Business Registration System or on paper.
Missed filings and fees
Yes. The LLC must pay all fees, taxes, interest and penalties owed to the Division when it was dissolved, plus those that would have come due while it was dissolved (48-3a-709(4)). From Oct 1, 2026, the application must state that all fees and penalties are paid and that the grounds for dissolution are cured (16-1a-604(1)(d), (f)). The Division’s online system handles these amounts.
Is there a deadline to reinstate a Utah LLC?
No deadline. The LLC may apply ‘at any time after the effective date of dissolution’ (48-3a-709(1) since May 1, 2024, and 16-1a-604(1) from Oct 1, 2026). LLCs dissolved on or after May 1, 2019 but before May 1, 2024 may also reinstate under the same name if it is available.
Do you need tax clearance in Utah?
No
The State Tax Commission does not issue a separate certificate for an LLC. The LLC must state that it has paid any tax, fee or penalty owed to the State Tax Commission, or is current on a payment plan (16-1a-604(1)(e) from Oct 1, 2026; this attestation is already on the Division’s reinstatement form). Only corporations (profit, nonprofit, professional, benefit) have their FEIN sent to the Tax Commission for a good-standing certification.
What happens to the company name meanwhile?
Yes. The LLC keeps its name and any assumed name (D.B.A.) for five years after the day the dissolution takes effect. Reinstatement under the same name requires the name to be available. If it is not, the application gives a different name that meets the naming rules.
What changes once it is fixed?
Reinstatement relates back to and takes effect as of the effective date of the administrative dissolution. The LLC may resume its activities as if the dissolution had not occurred. Rights of anyone who acted in reliance on the dissolution before knowing of the reinstatement are not affected.
What changes for corporations in Utah?
Grounds, notice and the no-deadline reinstatement rule are the same (current 16-10a-1420 to 1422; the shared 16-1a-602 to 604 from Oct 1, 2026). Corporations differ in three ways. (1) Profit, nonprofit, professional and benefit corporations must give their federal EIN. (2) The Division asks the State Tax Commission to certify the corporation is in good standing: all taxes paid, or current on a payment plan. (3) The Commission tells the corporation in detail if it is not. The Division’s page says it ‘verifies the tax status of the expired corporation with the Utah Tax Commission’, and it posts a separate paper Application for Reinstatement for each corporation type.
What should you file first?
There is no separate tax clearance step for a Utah LLC, so the filing comes first, with the missed filings and fees described above.
The filing
Application for Reinstatement (online)
Where it goes
Utah Department of Commerce, Division of Corporations and Commercial Code (Salt Lake City), through the online Business Registration System or on paper.
What does Utah ask you to file, so it does not happen again?
| Obligation | Form | Due | If late |
|---|---|---|---|
| LLC formation (Certificate of Organization) | Certificate of Organization (Utah Revised Uniform Limited Liability Company Act, Utah Code § 48-3a-201) | At formation | N/A |
| Annual report / renewal | Annual report for the Division (Utah Code § 16-1a-212, effective 1 October 2026; previously § 48-3a-212 for LLCs) | The last day of your anniversary month — the calendar month your formation became effective — every year; you may file up to 60 days early | Loss of active status and, if left unresolved, administrative dissolution under Title 16, Chapter 1a, Part 6 |
| Change of registered agent by the entity | Statement of change (Utah Code § 16-1a-407) | When the agent changes | - |
| Change of name or address by the agent | Statement of change filed by the registered agent (§ 16-1a-408 noncommercial, § 16-1a-409 commercial) | When the agent’s own details change | A commercial agent that moves without filing can have its listing canceled by the Division |
From the same Utah record as the Utah registered agent page. State fees change; we confirm current amounts with you before anything is filed.
Put every recurring Utah deadline in your calendar with the compliance calendar, or see what Utah requires of your registered agent.
Which Utah laws govern it?
Until Sept 30, 2026: Utah Code 48-3a-708 (administrative dissolution) and 48-3a-709 (reinstatement). From Oct 1, 2026, S.B. 40 (2026 General Session, Laws 2026 ch. 93) moves Title 48 into Title 16, repeals those sections and replaces them with the cross-entity provisions: 16-1a-602 (grounds), 16-1a-603 (procedure and effect), 16-1a-604 (reinstatement) and 16-1a-605 (judicial review of a denial).
Sources, checked September 2026:
- Utah Legislature; Office of Legislative Research and General Counsel— Utah Code 48-3a-708, 48-3a-709 (repealed eff. 10/1/2026); 16-1a-601 to 605; Title 48 Recodification Crosswalk
- Utah Legislature; Utah Division of Corporations and Commercial Code— Utah Code 48-3a-708 (to Sept 30, 2026) / 16-1a-603 (from Oct 1, 2026); Division FAQ ‘How do I fix the delinquent/expired status on a Domestic Limited Liability Company’
- Utah Legislature— Utah Code 48-3a-708(1); 16-1a-602
- Utah Legislature— Utah Code 48-3a-708(2)-(3); 16-1a-603(1)-(3)
- Utah Division of Corporations and Commercial Code— Reinstate a Business (General Instructions); LLC FAQ; form cmborein.pdf
- Utah Division of Corporations and Commercial Code— Reinstate a Business page
- Utah Legislature; Utah Division of Corporations and Commercial Code— Utah Code 16-1a-604(1)(e), (4); reinstatement form execution clause
- Utah Legislature— Utah Code 48-3a-709(4); 16-1a-604(1)(d),(f)
- Utah Legislature— Utah Code 48-3a-709(1),(3); 16-1a-604(1)(a),(3)
- Utah Legislature— Utah Code 48-3a-709(1)-(2); 16-1a-604(1)-(2)
- Utah Legislature— Utah Code 48-3a-709(6); 16-1a-604(7)
- Utah Legislature; Utah Division of Corporations and Commercial Code— Utah Code 16-1a-604(1)(g), (4), (5); Reinstate a Business page
Checked against the Utah Department of Commerce, Division of Corporations and Commercial Code and the statutes above · Last checked September 2026. Not legal advice: the filing office has the final word on your entity.
Utah
Behind on a Utah filing?
Send us the entity and any notice you received. A compliance check shows where it stands with the Utah Department of Commerce, Division of Corporations and Commercial Code, and state fees are confirmed with you before anything is filed.