Utah Sales and Use Tax Protest — Petition and Refund Claim

PETITION FOR REDETERMINATION AND CLAIM FOR REFUND — UTAH SALES AND USE TAX

TABLE OF CONTENTS

1. Caption
2. Identification of Petitioner
3. Jurisdiction and Timeliness
4. Statement of Facts
5. Issues Presented
6. Grounds for Redetermination
7. Wayfair Economic Nexus Analysis
8. Refund Claim Under § 59-12-110
9. Penalty and Interest Waiver
10. Request for Hearing and Mediation
11. Reservation of Rights
12. Prayer for Relief
13. Verification
14. Power of Attorney and Signature
15. Certificate of Service
16. Utah Practice Notes
17. Sources and References

1. CAPTION

BEFORE THE UTAH STATE TAX COMMISSION

APPEALS UNIT — 210 N 1950 W, SALT LAKE CITY, UT 84134

Appeal No.: [________________________________]

Notice of Deficiency / Refund Denial Date: [__/__/____]

Tax Period(s) at Issue: [__/__/____] through [__/__/____]

Tax Type: Utah Sales and Use Tax (Title 59, Chapter 12)

PETITION FOR REDETERMINATION AND CLAIM FOR REFUND

Petitioner, pursuant to Utah Code §§ 59-1-501 and 59-12-110 and Utah Admin. Code R861-1A-22, respectfully petitions the Utah State Tax Commission for redetermination of the deficiency and/or refund of overpaid sales and use tax, and states as follows:

2. IDENTIFICATION OF PETITIONER

2.1. Petitioner [PETITIONER NAME] is a [Utah / foreign] [corporation / LLC / partnership / sole proprietorship] with principal place of business at [ADDRESS].

2.2. Petitioner holds Utah Sales Tax License No. [________] (or registered as a remote seller / marketplace facilitator on [__/__/____]).

2.3. Petitioner's [business model is — e.g., online retail of [PRODUCT CATEGORY] / brick-and-mortar / SaaS / wholesale / mixed].

2.4. The Auditing Division issued a Statutory Notice of Deficiency / Notice of Refund Denial dated [__/__/____] assessing or denying:

A true and correct copy of the Notice is attached as Exhibit A.

3. JURISDICTION AND TIMELINESS

3.1. The Commission has jurisdiction under Utah Code §§ 59-1-210, 59-1-501, and 59-12-110.

3.2. Timeliness — Deficiency Petition. This Petition is filed within thirty (30) days of the mailing date of the Notice as required by § 59-1-501(3)(a). Notice mailed: [__/__/____]; thirtieth day: [__/__/____]; filed: [__/__/____].

3.3. Timeliness — Refund Claim. Pursuant to Utah Code § 59-12-110(2)(a), a claim for refund must be filed within three (3) years from the date the tax was paid. The earliest payment in the refund period was made on [__/__/____]; this Claim is therefore timely as to all amounts paid on or after [__/__/____].

3.4. Pursuant to § 59-1-501(2), this Petition stays collection of the disputed deficiency.

4. STATEMENT OF FACTS

4.1. Petitioner timely filed Utah Sales and Use Tax Returns (Form TC-62S / TC-62M) for the periods at issue.

4.2. [Describe the audit history: opening conference; sample period; sample method (block sample, statistical, judgment); IDR responses; field visits; informal closing conference.]

4.3. The Auditing Division proposed adjustments based on [summarize — e.g., disallowed resale exemptions for missing TC-721 certificates; recharacterized "service" revenue as taxable bundled sales; assessed use tax on out-of-state purchases; concluded economic nexus under § 59-12-107].

4.4. [Describe the transactions at issue: customer base (in-state vs. out-of-state); product or service nature; whether sales were made through a marketplace facilitator; whether items were delivered into Utah; methodology of sales tax computation by Petitioner].

4.5. [Describe gross revenue from Utah sales in the current and prior calendar years and number of separate transactions, if economic nexus is at issue].

4.6. Petitioner disputes each adjustment as set forth in Sections 6 and 7.

5. ISSUES PRESENTED

5.1. Whether [transactions described] constitute taxable sales under Utah Code § 59-12-103.

5.2. Whether the [manufacturing / agriculture / pollution-control / R&D / other] exemption under Utah Code § 59-12-104 applies to the disputed transactions.

5.3. Whether Petitioner had economic nexus with Utah under § 59-12-107 during the periods at issue.

5.4. Whether resale and exemption certificates obtained in good faith relieve Petitioner of liability.

5.5. Whether Petitioner is entitled to a refund of $[AMOUNT] of overpaid sales/use tax under § 59-12-110.

5.6. Whether penalties under § 59-1-401 should be waived for reasonable cause.

6. GROUNDS FOR REDETERMINATION

6.1. Non-taxable transactions. The transactions identified by the Auditing Division at Exhibit [____] are not subject to sales or use tax because [FACTS — e.g., the sales are of intangible services not enumerated in § 59-12-103(1); the transfer is a true lease excluded under § 59-12-103(1)(k); the items are wholesale sales for resale documented by valid Form TC-721 certificates].

6.2. Statutory exemption. The disputed transactions qualify for the exemption under Utah Code § 59-12-104(__) because [FACTS — e.g., the equipment was purchased for use in new or expanding manufacturing operations under § 59-12-104(14); the seller is a religious or charitable institution under § 59-12-104(8); the sale qualifies as occasional / isolated under § 59-12-104(13)].

6.3. Resale and exemption certificates. Petitioner obtained valid Form TC-721 (or TC-721A / TC-721G) exemption certificates in good faith for each transaction at Exhibit [____]. Under Utah Admin. Code R865-19S-23, a seller who accepts a properly completed exemption certificate in good faith is relieved of the burden of collecting and remitting tax.

6.4. Bundled transactions. The transactions are not "bundled transactions" under § 59-12-102 because the price of taxable and nontaxable items is separately stated on the invoice or the de minimis (10%) rule applies.

6.5. Sourcing. The destination of the transactions is outside Utah under § 59-12-211; Utah lacks taxing jurisdiction over sales delivered to other states.

6.6. Use tax — exemptions and prior tax. The out-of-state purchases assessed for use tax are either (i) exempt under § 59-12-104; (ii) already taxed by another state with a credit allowed under § 59-12-104(33); or (iii) for items that never entered Utah.

6.7. Statute of limitations. The assessment is barred in whole or in part under § 59-1-1404 because the underlying returns were filed more than three years before the Notice was issued, and no extension or fraud allegation applies.

6.8. Audit methodology. The Auditing Division's sampling methodology is unreliable because [FACTS — e.g., the sample period is unrepresentative of the audit period; non-representative blocks were selected; statistical projection lacks confidence interval; key categories were excluded].

7. WAYFAIR ECONOMIC NEXUS ANALYSIS

7.1. Statutory standard (pre-July 1, 2025). Effective January 1, 2019, Utah Code § 59-12-107 (as enacted by S.B. 2001 (2018 2d Spec. Sess.)) required a remote seller to collect and remit Utah sales and use tax if, in the current or prior calendar year, the seller had:

(a) gross revenue from sales delivered into Utah exceeding $100,000; OR

(b) 200 or more separate transactions for delivery into Utah.

7.2. Statutory standard (effective July 1, 2025). Pursuant to S.B. 47 (2025 General Session), the 200-transaction prong was repealed effective July 1, 2025. From and after July 1, 2025, economic nexus is established solely by gross revenue from sales delivered into Utah exceeding $100,000 in the current or previous calendar year. Petitioner's filing obligations for periods on or after July 1, 2025 must be evaluated under the revenue-only test.

7.3. Marketplace facilitator exclusion. Sales made through a registered marketplace facilitator that collects and remits tax on Petitioner's behalf are excluded from the seller's threshold calculation under § 59-12-107.

7.4. Petitioner's metrics. Petitioner's Utah-delivered revenue and transaction counts are summarized below (excluding marketplace-facilitator sales):

7.5. Conclusion. Petitioner [did not / did] exceed the applicable threshold in [YEAR(S)] and accordingly [was not / was] required to collect Utah sales tax during those periods. Any assessment for those periods exceeds the constitutional limits of South Dakota v. Wayfair, Inc., 138 S. Ct. 2080 (2018), and the Commerce Clause as applied through Utah's enacting statute.

7.6. Constitutional defenses. To the extent the Auditing Division asserts nexus on grounds other than the statutory thresholds, Petitioner asserts the Commerce Clause and Due Process protections recognized in Wayfair, Quill Corp. v. North Dakota, 504 U.S. 298 (1992) (overruled in part), and Complete Auto Transit, Inc. v. Brady, 430 U.S. 274 (1977).

8. REFUND CLAIM UNDER § 59-12-110

8.1. Pursuant to Utah Code § 59-12-110(2), Petitioner claims refund of overpayments of sales and use tax in the total amount of $[____] for the period [__/__/____] through [__/__/____].

8.2. Basis for refund. The overpayment arose because [FACTS — e.g., Petitioner collected and remitted tax on sales that qualified for an exemption under § 59-12-104; Petitioner's customers provided valid resale certificates after the original remittance; tax was remitted on canceled/returned transactions; tax rate was misapplied at point of sale].

8.3. Customer assignment / Kraft. Where the burden of the tax fell on customers, Petitioner has either (i) refunded the tax to those customers (proof at Exhibit [____]), or (ii) obtained customer assignments authorizing Petitioner to seek and retain the refund, consistent with Utah commission practice.

8.4. Documentation. Supporting documentation, including original invoices, exemption certificates, refund records, and reconciliation schedules, is attached as Exhibits [____].

8.5. Interest on refund. Petitioner requests payment of statutory interest on any granted refund under Utah Code § 59-1-402(2).

9. PENALTY AND INTEREST WAIVER

9.1. Pursuant to Utah Code § 59-1-401(14) and Utah Admin. Code R861-1A-42, Petitioner requests waiver of penalties for reasonable cause.

9.2. Grounds (check all that apply):

☐ Reasonable reliance on written advice from the Tax Commission;

☐ Substantial authority for the position taken on returns;

☐ First-time error after long compliance history;

☐ Records destroyed by [fire / flood / theft / other casualty];

☐ Death or serious illness of taxpayer or immediate family;

☐ Returns and payments timely mailed but not delivered through no fault of Petitioner;

☐ Erroneous notice or computational error by the Tax Commission;

☐ Other: [________________________________].

9.3. Petitioner has paid (or is current on a payment plan for) any uncontested portion of the assessment.

10. REQUEST FOR HEARING AND MEDIATION

10.1. Petitioner requests an Initial Hearing under Utah Admin. Code R861-1A-23, to be conducted [in person / by telephone / by video].

10.2. Petitioner alternatively requests mediation under Utah Code § 59-1-502.5.

10.3. If the matter is not resolved at the Initial Hearing or in mediation, Petitioner requests a Formal Hearing under R861-1A-26.

10.4. Petitioner reserves the right to call witnesses, present documentary evidence, and submit pre- and post-hearing briefs.

11. RESERVATION OF RIGHTS

11.1. Petitioner reserves the right to amend or supplement this Petition.

11.2. Petitioner expressly preserves all constitutional defenses (Commerce Clause, Due Process, Equal Protection, and Article I, §§ 7 and 24 of the Utah Constitution).

11.3. Petitioner reserves the right to elect judicial review under Utah Code § 59-1-601 (district court trial de novo) or § 59-1-610 (Utah Supreme Court / Court of Appeals on transfer) within thirty (30) days of any Final Decision.

12. PRAYER FOR RELIEF

WHEREFORE, Petitioner respectfully requests that the Commission:

• A. Vacate the Notice of Deficiency dated [__/__/____] in its entirety;
• B. In the alternative, redetermine the deficiency in an amount no greater than $[____];
• C. Grant Petitioner's claim for refund in the amount of $[____] under § 59-12-110, with statutory interest under § 59-1-402;
• D. Waive all penalties asserted under § 59-1-401;
• E. Recompute interest consistent with the redetermined liability;
• F. Grant Petitioner an Initial Hearing, mediation, and (if necessary) a Formal Hearing;
• G. Award costs and such other relief as the Commission deems just and proper.

13. VERIFICATION

STATE OF UTAH

COUNTY OF [COUNTY]

I, [PETITIONER / OFFICER NAME], being first duly sworn, depose and say that I am the Petitioner [/ a duly authorized officer of Petitioner] in the foregoing matter; that I have read the foregoing Petition; and that the statements therein are true to my own knowledge except as to those matters stated upon information and belief, and as to those I believe them to be true.

[________________________________]

[NAME, TITLE]

Sworn to and subscribed before me this [____] day of [_______________], 20[____].

[________________________________]

Notary Public — State of Utah

(My Commission Expires: [_______________])

14. POWER OF ATTORNEY AND SIGNATURE

A completed Form TC-737 (Power of Attorney and Declaration of Representative) is attached as Exhibit POA.

Date: [__/__/____]

Respectfully submitted,

[LAW FIRM NAME]

By: [________________________________]

[ATTORNEY NAME], Utah State Bar No. [####]

Counsel for Petitioner

[STREET ADDRESS]

[CITY, STATE ZIP]

Telephone: [NUMBER]

Email: [EMAIL]

15. CERTIFICATE OF SERVICE

I hereby certify that on this [____] day of [_______________], 20[____], I served the foregoing PETITION FOR REDETERMINATION AND CLAIM FOR REFUND on the following by [U.S. Mail, postage prepaid / hand delivery / secure email]:

Utah State Tax Commission — Appeals Unit
210 North 1950 West
Salt Lake City, UT 84134
[email protected]

Auditing Division — Utah State Tax Commission
210 North 1950 West
Salt Lake City, UT 84134

[________________________________]

[ATTORNEY NAME]

16. UTAH PRACTICE NOTES

• Two clocks, one filing. A 30-day clock runs from the Notice of Deficiency under § 59-1-501; a separate 3-year clock under § 59-12-110 runs from the date of payment for refund claims. Calendar both deadlines on intake.
• Wayfair threshold change (July 1, 2025). Utah eliminated the 200-transaction prong via S.B. 47 (2025). For audit periods spanning the change, evaluate nexus year-by-year using the rule in effect for each calendar year.
• Marketplace facilitator carve-out. Utah requires marketplace facilitators to collect and remit on behalf of marketplace sellers (§ 59-12-107.1 et seq.). Sales made on a facilitator's platform are excluded from the seller's nexus calculation. Verify whether the facilitator was registered and collecting in the relevant period.
• Exemption certificates are king. Most sales-tax audits are won or lost on documentation. Form TC-721 (and product-specific variants TC-721A, TC-721G, TC-721ENG) accepted in good faith under R865-19S-23 cuts off seller liability. Push for a post-audit document push to cure missing certificates.
• Sampling defense. Sample-based assessments are common. Demand the sample selection methodology, projection formula, and confidence intervals. Negotiate stratified or block sampling alternatives where the sample is unrepresentative.
• Refund customer-burden rule. Utah generally limits refunds to the party that bore the economic burden. Sellers seeking refunds of tax collected from customers must either refund the customers first or obtain assignments.
• Statute of limitations on assessment. § 59-1-1404 generally limits assessment to three years from the return-filing date, extended to six years for substantial omissions and indefinitely for fraud or unfiled returns.
• Prepayment of uncontested portion. Always pay any uncontested tax to stop interest accrual; Utah does not allow interest abatement during a stayed appeal on the contested portion.
• Local option / county / transit taxes. § 59-12 imposes layered local rates (city, county, transit, special districts). Verify each rate component during refund calculations.
• Choice of judicial forum. § 59-1-610 (direct review by Utah Supreme Court) is faster, record-bound, with no deference on legal conclusions. § 59-1-601 (district court trial de novo) allows new evidence but is slower and costlier. Election is binding once filed.
• Confidentiality marking. Mark all submissions "Confidential — Utah Code § 59-1-403."

17. SOURCES AND REFERENCES

• Utah Code Title 59, Chapter 12 (Sales and Use Tax Act) — https://le.utah.gov/xcode/Title59/Chapter12/59-12.html
• Utah Code § 59-12-103 — https://le.utah.gov/xcode/Title59/Chapter12/59-12-S103.html
• Utah Code § 59-12-104 (Exemptions) — https://le.utah.gov/xcode/Title59/Chapter12/59-12-S104.html
• Utah Code § 59-12-107 (Economic nexus) — https://le.utah.gov/xcode/Title59/Chapter12/59-12-S107.html
• Utah Code § 59-12-110 (Refunds) — https://le.utah.gov/xcode/Title59/Chapter12/59-12-S110.html
• Utah Code § 59-12-111 (Records) — https://le.utah.gov/xcode/Title59/Chapter12/59-12-S111.html
• Utah Code § 59-1-501 — https://le.utah.gov/xcode/Title59/Chapter1/59-1-S501.html
• Utah Code § 59-1-610 — https://le.utah.gov/xcode/Title59/Chapter1/59-1-S610.html
• Utah Code § 59-1-401 — https://le.utah.gov/xcode/Title59/Chapter1/59-1-S401.html
• Utah Admin. Code R865-19S (Sales and Use Tax) — https://www.law.cornell.edu/regulations/utah/tax-commission/title-R865/rule-R865-19S
• Utah State Tax Commission — Appeals — https://tax.utah.gov/commission-office/appeals
• Utah Pub. 25 (Sales and Use Tax General Information) — https://tax.utah.gov/forms/pubs/pub-25.pdf
• Form TC-721 (Exemption Certificate) — https://tax.utah.gov/forms/current/tc-721.pdf
• Form TC-737 (Power of Attorney) — https://tax.utah.gov/forms/current/tc-737.pdf
• South Dakota v. Wayfair, Inc., 138 S. Ct. 2080 (2018)
• Complete Auto Transit, Inc. v. Brady, 430 U.S. 274 (1977)
• Utah S.B. 47 (2025 General Session) — Sales and Use Tax Threshold Amendments
• Tax Commission Decisions — https://tax.utah.gov/commission/decision

Disclaimer: This template is provided for informational purposes only and does not constitute legal advice. An attorney licensed in Utah must review and customize this document before filing. Statutes, rules, and commission practice change frequently; verify all citations before use.