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Utah: Voluntary LLC Dissolution and Cancellation Requirements

verified against the statute 2026-07-28 13 statute sources

The short answer

A Utah LLC voluntarily dissolves on a certificate/operating-agreement event or with every member's consent. It then continues only to wind up, with optional Statement of Dissolution and creditor claim-bar procedures; after winding up, a Statement of Termination ends the entity's existence. Both voluntary filings currently cost nothing and may use a delayed effective date up to 90 days.

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This is the general rule in Utah. Ezel applies current Utah law to your specific facts and answers with citations to the statutes.

Governing law and scopeUtah Revised Uniform Limited Liability Company Act, Utah Code Title 48, ch. 3a, administered by the Division of Corporations and Commercial Code; ordinary domestic LLC voluntary dissolution, winding up, optional Statement of Dissolution, and terminal Statement of Termination (§§ 48-3a-701, -703)
Dissolution event and approvalEvent, circumstance, or date stated in the certificate of organization or operating agreement, or consent of ALL members; a 90-day no-member period is a separate statutory trigger unless timely cured (§ 48-3a-701(1)-(3))
Pre-filing status and tax clearanceNo tax-clearance certificate, Tax Commission consent, final-return statement, or good-standing certificate appears in §§ 48-3a-703, -205 or the current dissolution/termination forms. Filing requirements do require payment of any fee, tax, interest, or penalty otherwise due when the record is delivered (§ 48-3a-205(3))
Winding-up authority and powersExisting management rules continue after dissolution: members manage a member-managed LLC and managers manage a manager-managed LLC. Wind-up actors discharge liabilities, close affairs, marshal/distribute assets, preserve the business briefly, litigate, transfer property, settle disputes, and take other necessary acts (§§ 48-3a-407, -703)
Creditor notice and claimsOptional known-claim notice: at least 120 days to submit; rejection within 90 days, then 90 days to sue; unrejected claims are approved; contingent/post-dissolution-event claims excluded. Optional one-time county publication creates a 3-year suit bar for covered unknown, unanswered, contingent, and future-event claims; court-set security is available after publication (§§ 48-3a-705 to -707)
Debts, reserves, and distributionsDischarge creditors first, including member-creditors; then return unreturned contributions and divide the balance equally among members and dissociated members, in money. Unbarred claims reach undistributed assets or capped liquidation distributions. Knowing improper recipients face company liability, with a 2-year action limit (§§ 48-3a-405 to -406, -706(4), -711)
Termination filing and signerOptional Statement of Dissolution may mark the start of winding up; after winding up, a Statement of Termination stating the LLC name and that it is terminated ends entity existence. Each is signed by an LLC-authorized person; if there are no members, the statutory wind-up person signs (§§ 48-3a-203, -703; Division forms and guidance)
Fee, method, and effective dateNo charge for domestic voluntary dissolution/termination as of FY2026. File through UtahID as an existing-business filing or upload the official PDF as a paper filing. Effective on Division filing unless a later time/date is stated, no more than 90 days after filing; a delayed filing may be withdrawn before effectiveness (§§ 48-3a-205 to -207; Division fee schedule/forms)
Survival, revocation, and post-closureDissolved LLC continues only for winding up until an effective Statement of Termination ends existence. Before termination, dissolution may be rescinded with every member's consent; withdraw an ineffective dissolution statement or file a correction after it becomes effective. Ordinary inaccurate filings may also be corrected (§§ 48-3a-208, -703 to -704)

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Requirements one by one

Voluntary dissolution defaults to unanimous consent

Under § 48-3a-701(1)-(3), an event, circumstance, or date in the certificate of
organization or operating agreement may cause dissolution. Otherwise, the
voluntary statutory route requires every member's consent. The Act separately
triggers dissolution after 90 consecutive days without a member unless the
specified transferee-consent and admission cure occurs in time.

Dissolution and termination are different filings

Section 48-3a-703 permits a Statement of Dissolution during winding up and a
Statement of Termination at the end. The Division describes the first as
starting the wind-up process and the second as terminating entity existence.
Neither statutory statement requires more than the LLC name and the applicable
dissolved-or-terminated statement; the current forms add the entity number,
effective-date choice, signature, name, date, and perjury declaration.

Both forms are signed by an LLC-authorized person. If the company has no
members, § 48-3a-203 points to the person winding up under § 48-3a-703(3) or
(4).

Existing managers or members continue through winding up

Section 48-3a-407 says dissolution does not displace the management rules.
Members therefore manage a member-managed LLC, and managers manage a manager-
managed LLC. Section 48-3a-703 requires them to discharge liabilities, close
affairs, marshal and distribute assets, and allows limited preservation,
litigation, property transfers, dispute resolution, and other necessary wind-
up acts.

Creditor claim procedures are optional

Section 48-3a-705 lets the LLC use written known-claim notices. The submission
period must be at least 120 days. A timely claim must be rejected within 90
days; the rejected claimant then has 90 days after the rejection notice becomes
effective to sue. A claim not rejected within 90 days is approved. This route
does not cover contingent liabilities or claims based on later events.

Publication under § 48-3a-706 is separate and optional. One proper county-
newspaper notice can impose a three-year suit deadline on covered unknown,
unanswered, contingent, and future-event claims. After publication, §
48-3a-707 permits a court petition to set security for unbarred contingent,
unknown, and reasonably expected future claims.

Creditors and reserves precede owner distributions

Section 48-3a-711 pays creditors first, including members who are creditors.
The surplus then returns unreturned contributions and divides the balance in
equal shares among members and dissociated members; liquidation distributions
are paid in money.

An unbarred claim may reach undistributed LLC assets or a capped share of assets
distributed after dissolution. Sections 48-3a-405 and -406 also prohibit an
insolvency-producing distribution and impose liability on a knowing improper
recipient, with a two-year action period.

Filing is free and delay is limited to 90 days

The FY2026 Division fee schedule lists domestic voluntary dissolution and
termination as “No Charge.” The Division's current system accepts dissolution
and termination as existing-business filings through UtahID; it also accepts
uploaded official PDFs as paper filings.

Sections 48-3a-205 to -207 make a record effective when filed unless it states
a later time or delayed date no more than 90 days after filing. A delayed record
may be withdrawn before it takes effect.

The current dissolution and termination statements contain no Tax Commission
clearance, final-return statement, tax-payment certificate, revenue consent, or
good-standing certificate. Section 48-3a-205(3) does, however, require payment
of any fee, tax, interest, or penalty otherwise required when a record is
delivered.

What trips people up

Filing a Statement of Dissolution is not the terminal act. The LLC continues
only to wind up, and the Division says the later Statement of Termination ends
its existence. Filing termination too early can cut off the statutory route to
rescind dissolution.

Before termination becomes effective, § 48-3a-704 permits rescission with every
member's consent. If a dissolution statement has not taken effect, withdraw it;
if it is effective, file a statement of correction saying dissolution was
rescinded. Reliance rights remain protected.

The citations will change on October 1, 2026. Enacted 2026 SB 40 moves the LLC
act from Title 48, Chapter 3a to Title 16, Chapter 20 and moves common entity-
filing rules to Title 16, Chapter 1a. The current official PDFs flag the
renumbering; the core unanimous-consent, wind-up, creditor, distribution, and
dissolution/termination sequence remains materially the same.

Common questions

Must the LLC file a Statement of Dissolution before termination?
Section 48-3a-703 says the LLC “may” file each statement; it does not make the
dissolution statement a universal prerequisite to the termination statement.
The internal dissolution event and completed winding up still must precede an
honest terminal filing.

What if there are no members to wind up?
The last member's legal representative may wind up. If that person declines or
fails, transferees holding a majority of distribution rights may appoint a
wind-up person, who must file the amendment described in § 48-3a-703(4).

Can an inaccurate filing be corrected?
Yes. Section 48-3a-208 permits correction when the record was inaccurate,
defectively signed, or defectively transmitted, subject to the section's
effective-date and reliance rules.

Statutes and sources

Verified against current official Utah statutes and filing materials on July
28, 2026.

Source links

Every statute quoted above, linked, with the date we checked it.

Utah Code § 48-3a-701(1)-(3) (effective July 1, 2024; renumbered Oct. 1, 2026) · accessed 2026-07-28
Utah Code § 48-3a-703 · accessed 2026-07-28
Utah Code § 48-3a-704 · accessed 2026-07-28
Utah Code § 48-3a-705 · accessed 2026-07-28
Utah Code §§ 48-3a-706 to 48-3a-707 · accessed 2026-07-28
Utah Code § 48-3a-711 · accessed 2026-07-28
Utah Code §§ 48-3a-405 to 48-3a-407 · accessed 2026-07-28
Utah Code §§ 48-3a-203, 48-3a-205 to 48-3a-208 · accessed 2026-07-28
Utah Division of Corporations FY2026 Fee Schedule (effective July 1, 2025) · accessed 2026-07-28
Utah Division of Corporations Statement of Dissolution (rev. 08/23) · accessed 2026-07-28
Utah Division of Corporations Statement of Termination (rev. 08/23) · accessed 2026-07-28
Utah Division of Corporations domestic LLC guidance · accessed 2026-07-28
2026 Utah Laws ch. 93 (SB 40), § 297 · accessed 2026-07-28
This page is general legal information about voluntarily dissolving, winding up, and terminating an ordinary Utah domestic limited liability company, not legal, tax, accounting, insolvency, or creditor-rights advice. Dissolution starts winding up, while an effective Statement of Termination ends the entity's existence; neither filing by itself satisfies claims, makes owner distributions safe, closes tax or payroll accounts, cancels licenses or bank accounts, or withdraws registrations in other states. Claims, security, reserves, distributions, final returns, forms, fees, filing methods, and statutory section numbers can change. Foreign LLCs, professional or regulated entities, series structures, insolvent companies, and disputed owner situations may require different procedures. Verify current instructions with the Utah Division of Corporations and tax agencies and obtain licensed advice before distributing assets or filing.

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