Corporation Reinstatement and Revival Requirements in Utah

At a glance

Requirements one by one

Eligibility and time to apply

Utah Code § 16-1a-604(1) now allows a domestic corporation administratively dissolved under § 16-1a-603 to apply for reinstatement at any time after dissolution if its name is available. The Division-action conditions in § 16-1a-604(5)(c) expressly include business corporations under Chapter 10a. This is an administrative-dissolution route. Under § 16-1a-602, grounds include a Division-required charge unpaid for six months, an annual report more than 60 days late, or no Utah registered agent for 60 consecutive calendar days. Section 16-1a-603 requires served notice and up to 60 days to cure or disprove the grounds before dissolution.

Section 16-1a-604(2) also addresses entities administratively dissolved from May 1, 2019 through April 30, 2024, using the subsection (1) application requirements. The statute retains the name and DBA for five years after dissolution under subsection (3); that hold is distinct from the application window.

Application, cure, and tax certification

The application under § 16-1a-604(1) states the name at dissolution and, if needed, a different compliant name; principal-office address; registered-agent name and address; dissolution date; payment of required Division fees and penalties; payment of State Tax Commission amounts or a current payment plan; and that the dissolution grounds no longer exist or have been cured. It also supplies the corporation's federal employer identification number and any additional information the Division requires. A different proposed name must satisfy § 16-1a-302. Utah Code § 16-1a-404 treats the corporation's designation of a registered agent as affirmation of the agent's consent. The new reinstatement provision does not demand a separate written-consent attachment.

The Division sends the FEIN to the State Tax Commission and requests good-standing certification under § 16-1a-604(4). The Commission certifies when its taxes, fees, and penalties are paid or the entity is current on a payment plan. The Division must confirm the application and payments, receive that certification, cancel the dissolution, file a statement of reinstatement, and serve a copy (§ 16-1a-604(5)–(6)). The Tax Commission's public guidance says a separate good-standing letter is no longer accepted for this process.

Signer, delivery, and cost

Utah Code § 16-1a-202 requires the filing to be signed by an authorized or required individual, or an individual acting on that person's behalf, and to state the signer's name and capacity. Under § 16-1a-208, an agent may sign a record; an individual's signature affirms the material facts under penalty of perjury. The reinstatement section itself states no separate shareholder or board approval vote.

The Division's current FAQ offers a UtahID Business Registration System route: choose File on an Existing Business, select Legacy, search the corporation, and choose Application for Reinstatement. Its linked paper form gives mail and in-person delivery addresses and says ordinary processing generally takes five to seven business days, with no expedited processing for that form. The form still cites the repealed corporation reinstatement provision and requests a separate agent signature, so confirm the accepted current form with the Division before filing. The published FY2026 fee schedule lists $54 for domestic-corporation reinstatement; unpaid report charges, penalties, and tax balances or a current tax plan remain separate.

Legal effect and denial

Under § 16-1a-604(7), effective reinstatement relates back to the administrative-dissolution date, and the corporation may resume activities as though dissolution had not occurred. A person's rights arising from an act or omission in reliance on the dissolution before that person knew or had notice of reinstatement remain unaffected. If the Division denies an otherwise compliant application, § 16-1a-605 requires a reasoned notice and permits judicial review within 30 days after service of that notice.

What trips people up

• Five years is a name hold, not a reinstatement deadline. The application remains available at any time if the statutory conditions are met.
• Tax status is checked agency to agency. Supply the FEIN and resolve the Commission balance or payment plan; the Division requests certification.
• The posted form contains old-law language. The current statute controls the agent-consent and signature requirements.
• Relation back has a reliance limit. Reinstatement does not erase a qualifying third party's rights acquired before notice of reinstatement.

Statutes and sources

• 2026 Utah S.B. 40 enrolled act, current Title 16 Chapter 1a
• Utah Division FY2026 fee schedule
• Division reinstatement page and online filing FAQ
• Division linked reinstatement form (its statutory references predate the October 2026 recodification)
• State Tax Commission reinstatement guidance