Utah: Corporation Reinstatement and Revival Requirements

Requirements one by one

Match the dissolution route to the filing date

Administrative dissolution under § 16-10a-1421 is the clear current route.
Section 16-10a-1422(1) also cross-references articles of dissolution filed under
§ 16-10a-1403, but subsection (5) speaks of revoking an administrative
dissolution, and the Division's current public page and form describe a domestic
profit corporation that is involuntarily or administratively dissolved. A
voluntarily dissolved corporation should therefore confirm eligibility and the
accepted filing with the Division rather than treating the cross-reference as a
routine agency route.

For administrative dissolution, current § 16-10a-1420 lists unpaid state charges,
a missed corporate or annual report, no registered agent for at least 30 days,
failure to report an agent change or resignation within 30 days, and expiration of
the duration stated in the articles. The Division mails notice and gives 60 days
to cure or disprove every ground before dissolving the corporation.

There is no current outside filing deadline

Current § 16-10a-1422 permits an application “at any time after the effective date
of dissolution” if the corporate name is available. The current five-year name
hold is not a reinstatement deadline. After the hold expires, the form permits an
available compliant name different from the name at dissolution.

Subsection (2) also supplies a transition for corporations dissolved on or after
May 1, 2019, but before May 1, 2024. That application omits the ordinary statement
that the dissolution grounds did not exist or were eliminated, but retains the
name, payment, tax, office, agent, FEIN, and agent-consent requirements named in
the subsection.

The application combines entity, cure, and tax statements

The current application states the dissolution date, the name at dissolution, the
name under which the corporation will be reinstated, and that the reinstated name
complies with § 16-10a-401. It also states that the dissolution grounds were
absent or eliminated, Division fees and penalties were paid, and State Tax
Commission amounts were paid or are covered by a current payment plan.

The remaining statutory fields are the Utah registered office, registered agent,
FEIN, and any additional information the Division requires. The current form also
collects the entity number and principal-office street and mailing addresses.

The Division obtains the tax certification

The corporation supplies its FEIN and resolves its Utah tax status, but it does
not attach an old-style good-standing letter. Section 16-10a-1422 directs the
Division to send the FEIN to the State Tax Commission and request certification.
The Division's current page likewise says it verifies tax status directly as part
of reinstatement.

If a missed report caused dissolution, the ground must be eliminated. The posted
fee schedule lists an $18 domestic-corporation annual report and a $10 late-
renewal fee. All other Division fees and penalties, and all Tax Commission taxes,
fees, and penalties, must be paid or covered by the permitted current tax payment
plan before certification.

Fix the name, office, agent, and consent together

The current application may use the old name or a different available name that
satisfies § 16-10a-401. The agency form requests the principal-office street and
mailing addresses and a Utah street and mailing address for a noncommercial
registered agent, or the state CRA number for a commercial registered agent.

Current § 16-10a-1422 requires the designated agent's written consent. The form
therefore has a separate agent signature accepting and consenting to the
appointment.

Use a current statutory signer

Section 16-10a-120 permits the board chair, all directors together, one officer, a
receiver, trustee, or other court-appointed fiduciary, or a retained attorney-in-
fact to execute the application. The signer states name and capacity. The
signature itself affirms under penalties of perjury that the filing is the
signer's or corporation's act and that its facts are true.

No corporate seal, secretary attestation, acknowledgment, verification, proof, or
notarization is required. The reinstatement provisions state no separate board or
shareholder vote.

File online, by mail, or in person for $54

The online Business Registration System route starts with “File on an Existing
Business.” Select “Legacy,” search by name or entity number, choose the entity,
and select “Application for Reinstatement.”

The current form may instead be mailed to the Division's Salt Lake City post-
office box or delivered in person at 160 E. 300 S. It lists five to seven business
days as the ordinary processing time. The FY2026 fee schedule sets the domestic-
corporation reinstatement charge at $54, while the form says expedited processing
is unavailable for this filing.

Current reinstatement validates interim acts

Through September 30, § 16-10a-1422 makes reinstatement relate back to the
administrative-dissolution date. An act during dissolution becomes effective and
enforceable as if the administrative dissolution never occurred, and the
corporation resumes business under the reinstated name on the same basis.

The current section states no separate protection for a person who relied on the
dissolution. That does not itself resolve a separate license, foreign
qualification, contract, lawsuit, limitation period, insurance, permit, tax, or
personal-liability question.

The rules change on October 1, 2026

Enacted 2026 Utah Laws chapter 92, technically conformed by chapter 93, repeals
the current filing and corporation-specific administrative-dissolution sections
and moves the process to Title 16, chapter 1a.

New § 16-1a-604 is limited to an entity administratively dissolved under new
§ 16-1a-603. The grounds in new § 16-1a-602 are a Division charge unpaid for six
months, an annual report more than 60 days late, or no registered agent for 60
consecutive days, followed by a separate 60-day notice-and-cure period.

The new application still has no outside deadline and retains the name, principal
office, agent, cure, Division-payment, tax-payment-plan, FEIN, certification, and
five-year name-hold rules. It no longer calls for a written agent-consent
attachment; new § 16-1a-404 treats the entity's designation as affirming consent.
New §§ 16-1a-202 and -208 permit an authorized individual or agent to sign and
make the signature an affirmation under penalty of perjury.

Relation back remains, but new § 16-1a-604(7)(c) expressly preserves rights arising
from an act or omission in reliance on the dissolution before the person knew or
had notice of reinstatement.

What trips people up

• Five years is a name hold, not a filing deadline. Current and future law
  permit an application at any time, subject to name availability and cure.
• The voluntary-dissolution cross-reference does not fit the rest of the current
  procedure cleanly. Section 16-10a-1422(1) names § 16-10a-1403, but the
  approval language and published form concern administrative dissolution; verify
  a voluntary case with the Division.
• The $54 charge is not the whole cure amount. Annual-report charges, late
  fees, other Division penalties, and Tax Commission amounts or a current payment
  plan are separate.
• Do not pay the general expedite charge. The corporation-specific form says
  expedited processing is unavailable for reinstatement.
• The legal effect changes October 1. Current law validates interim acts
  without an express reliance exception; the replacement section protects
  qualifying reliance rights.

Common questions

Is the old two-year reinstatement limit still current?

No. Current § 16-10a-1422 says the corporation may apply at any time if the name
is available. New § 16-1a-604 keeps the same any-time language on October 1.

Must I obtain and attach a Tax Commission good-standing letter?

No. The corporation supplies its FEIN and resolves its tax balance or payment
plan. The Division then requests the Tax Commission's good-standing
certification directly.

Can I submit the current form without using the online portal?

Yes. The official instructions accept mail and in-person delivery as well as the
Business Registration System.

Statutes and sources

• Utah Code §§ 16-10a-1420 to -1422 — current grounds, notice and cure, eligibility, application, payments, tax certification, name hold, approval, and legal effect, with October 1 repeal flags (accessed 2026-08-02).
• Utah Code § 16-10a-120 — current signer classes, name/capacity, no-acknowledgment rule, and perjury affirmation (accessed 2026-08-02).
• 2026 Utah Laws chapter 92, SB 40 — future §§ 16-1a-202, -208, -404, and -602 to -604 and October 1, 2026 effective date (accessed 2026-08-02).
• Utah corporation reinstatement application and instructions — current fields, agent consent, execution, filing methods, processing time, and no expedite (accessed 2026-08-02).
• Utah Division FY2026 fee schedule — $54 reinstatement, $18 annual report, and $10 late renewal charges (accessed 2026-08-02).
• Utah Division reinstatement page and online filing FAQ — direct tax verification and portal sequence (accessed 2026-08-02).
• Utah State Tax Commission reinstatement instructions — no separate good-standing letter and direct Commission verification (accessed 2026-08-02).