LLC Annual and Biennial Report Requirements in Utah

At a glance

Requirements one by one

Annual obligation and first report

Since October 1, 2026, Utah Code § 16-1a-212 requires each domestic filing entity and registered foreign entity, including an LLC, to file an annual report with the Division of Corporations and Commercial Code. The former LLC-specific § 48-3a-212 was repealed.

The current text says the report is due each calendar year on the last day of the anniversary month. It does not repeat the former sentence deferring the first report to the calendar year after formation or registration. A newly formed or registered LLC should use the first due date assigned by the Division rather than assume the former deferral continues.

Due date, filing window, and method

The anniversary month is the month in which domestic formation or foreign Utah registration became effective. Unless the Division sets another period by rule, § 16-1a-212(5) sets the due date on the last day of that month and permits filing up to 60 days before it. The Division's renewal form labels its “expiration date” as the entity anniversary date; the statute's last-day rule controls the report deadline. The form provides a UtahID paper-upload route and a mail option.

Report information

Section 16-1a-212(2) lists the entity name; any foreign alternate name; formation jurisdiction; registered-agent information; principal-office street address; and director/principal-officer names and addresses. The shared wording is broad and does not separately list LLC managers or members, although the Division form or process may ask for governing-person information. Report facts must be current when executed. The Division may allow a simplified certification if the required information has not changed; agent information changed on the report counts as a statement of change under subsection (9).

Fees and lateness

The Division's published fee schedule and renewal form list $18 for a domestic or foreign LLC report and $10 as the late-renewal fee. The schedule says the $18 marked amount includes a $5 UtahID surcharge. The published schedule is labeled FY2026 and effective July 1, 2025; confirm the amount at filing.

Domestic dissolution, reinstatement, and foreign termination

Under §§ 16-1a-602–603, the Division may start domestic administrative dissolution when the report remains undelivered 60 days after its due date. It must serve a determination notice, after which the LLC has 60 days to cure or disprove the ground before dissolution. A dissolved entity continues for winding up or applying for reinstatement.

Section 16-1a-604(1) lets a domestic filing entity apply for reinstatement at any time if its name is available, the listed fees and penalties are paid, and the grounds are cured. The Division's published fee schedule lists $54 for domestic LLC reinstatement. The current statute's mandatory approval and relate-back language in subsection (5) names certain corporation types but does not name LLCs. Confirm the Division's LLC reinstatement process and effect rather than assume those corporation-specific clauses apply automatically.

For a registered foreign LLC, § 16-1a-510 permits termination after a required report is 60 days late. The termination notice must set an effective date at least 60 days after delivery of the notice; curing the stated grounds before that date prevents termination.

What trips people up

The old annual-report clock is superseded. Current § 16-1a-212 uses the last day of the anniversary month and a 60-day early window. It does not expressly retain the old next-calendar-year first-report rule.

The anniversary date on the agency form is not the statute's deadline wording. The statute says last day of the anniversary month; check the Division's assigned due date for the particular entity.

Domestic and foreign consequences differ. Domestic delinquency can lead to administrative dissolution after notice and cure. A registered foreign LLC faces termination of Utah registration under § 16-1a-510.

Common questions

Can an LLC file early?

Yes. Current § 16-1a-212(5)(a)(ii) allows delivery up to 60 days before the last day of the anniversary month, unless the Division sets another period by rule.

Is there a late fee?

The Division's published renewal materials list a $10 late fee, separate from the $18 report charge.

Does dissolution happen as soon as the report is late?

No. The statute uses a 60-day overdue trigger and then a separate determination notice with a 60-day cure period before domestic administrative dissolution.

Statutes and sources

• Current Utah Code Title 16, Chapter 1a, §§ 16-1a-212, -510, and -602–604; official effective text retrieved October 2, 2026.
• Division annual-report form, retrieved October 2, 2026.
• Division published fee schedule, retrieved October 2, 2026; labeled FY2026.
• 2026 Utah S.B. 40, enrolled, October 1 replacement; retrieved October 2, 2026.