Utah generally requires most registered business entities to file an Annual Report (also known as an Annual Business Renewal) with the Utah Division of Corporations and Commercial Code. This report updates the state with current information about your entity, helping to maintain its active status and good standing. The due date for this filing is unique: it is due annually by the last day of the anniversary month of your entity’s original formation or qualification in Utah. You can typically file up to 60 days prior to your due date.
Why is it important to file? Maintaining good standing with the State of Utah is crucial for your entity’s legal operation. Failure to comply with these filing requirements can lead to penalties and negative consequences, including:
Late Fee: A $10.00 late fee is assessed if the annual report is filed within 30 days after the due date.
“Expired” Status: If the report is not filed within 30 days after the due date, your business will be marked as “Expired.”
Administrative Dissolution/Forfeiture: If the annual report remains unfiled after the “expired” period (generally, if not filed within 60 days following the anniversary month, or 90 days after the original due date), your domestic entity may be administratively dissolved, or your foreign entity’s authority to transact business in Utah may be forfeited.
Loss of Personal Liability Protection: For LLCs and corporations, administrative dissolution can lead to the loss of personal liability protection for the owners and managers, potentially exposing personal assets to business debts and lawsuits.
Loss of Name Protection: Your entity’s name may become available for others to use if it is dissolved or forfeited after two years.
Inability to Conduct Business: A dissolved or forfeited status can hinder your ability to legally enter into contracts, maintain bank accounts, or defend yourself in Utah courts.
Complex Reinstatement: Reinstatement is a time-consuming and costly process, requiring the filing of all delinquent reports and payment of all accumulated fees and penalties, plus a reinstatement fee (e.g., $54 for LLCs and corporations). For corporations, a Tax Letter of Good Standing from the Utah Tax Commission may also be required.
Specific Requirements by Entity Type in Utah:
For All Entity Types (LLC, Corporation, Non-Profit, Partnership) in Utah (unless noted otherwise below):
Annual Report/Business Renewal (Utah Division of Corporations and Commercial Code):
Frequency: Annually.
Due Date: By the last day of the anniversary month of your entity’s original formation or qualification in Utah. (e.g., if formed July 15th, your annual report would be due by July 31st each year). You can file up to 60 days before the due date.
Filing Method: Primarily filed online through the Utah Division of Corporations and Commercial Code website.
Information Required: Entity’s legal name, Utah Entity Number, current principal office mailing address, current Registered Agent information (name and street address), and information on the entity’s governing persons (e.g., officers/directors for corporations/non-profits; members/managers for LLCs; general partners for partnerships).
For Corporations (For-Profit & Professional) in Utah:
In addition to the Annual Report:
Annual Report Filing Fee:$18.00.
Late Penalty (Division of Corporations): An additional $10.00 if filed within 30 days after the due date. If filed more than 30 days late, the entity becomes “expired” and a reinstatement fee of $54.00 applies to reinstate.
Utah Corporate Income Tax (Utah State Tax Commission – Form TC-20):
Frequency: Annually.
Due Date: By the 15th day of the 4th month following the close of your taxable year (e.g., April 15th for calendar year filers).
Tax Rate: Utah’s corporate income tax rate for taxable years beginning on or after January 1, 2025, is 4.50%. (This rate was 4.55% for 2024 and 4.65% for 2023).
Estimated Payments: Required if estimated tax liability exceeds certain thresholds.
Extensions: An automatic 6-month extension to file is generally available if a valid federal extension is filed. This is an extension to FILE, not an extension to PAY; any tax due must still be paid by the original deadline to avoid interest and penalties.
Penalties: Penalties for late filing (5% of tax due, minimum $20), late payment (2% of underpayment), plus interest.
For Limited Liability Companies (LLCs) in Utah:
In addition to the Annual Report:
Annual Report Filing Fee:$18.00.
Late Penalty (Division of Corporations): An additional $10.00 if filed within 30 days after the due date. If filed more than 30 days late, the entity becomes “expired” and a reinstatement fee of $54.00 applies to reinstate.
Utah Income Tax: LLCs are generally treated for state tax purposes in the same manner as they are classified for federal income tax purposes.
Single-Member LLCs (Disregarded): Income and losses are reported on the owner’s individual Utah income tax return (Form TC-40). No separate state-level return is typically filed by the LLC itself.
Multi-Member LLCs (Partnership-Taxed): If your LLC is a multi-member LLC taxed as a partnership, it generally needs to file Form TC-65, Partnership Return, with the Utah State Tax Commission if it has any income derived from sources in Utah and its members are not all Utah resident individuals. If all members are Utah resident individuals, the filing requirement is met by maintaining records showing each member’s share of income.
Corporate-Taxed LLCs: If your LLC has elected to be taxed as a C-corporation or S-corporation for federal purposes, it will file Form TC-20 or TC-20S respectively and be subject to Utah corporate income tax.
Pass-Through Entity Tax: Utah has a Pass-Through Entity Tax election, where partnerships and S-corporations can elect to pay income tax at the entity level. If this election is made, the entity would pay tax on its income derived from Utah sources.
Nonresident Withholding: LLCs taxed as partnerships with nonresident members generally must withhold and remit Utah tax on their share of income.
For Partnerships (General Partnerships, Limited Partnerships, Limited Liability Partnerships, Limited Liability Limited Partnerships) in Utah:
Annual Report/Business Renewal (Utah Division of Corporations and Commercial Code):
General Partnerships (GPs): GPs formed solely by agreement are generally NOT required to file an annual report with the Utah Division of Corporations and Commercial Code.
Limited Partnerships (LPs), Limited Liability Partnerships (LLPs), Limited Liability Limited Partnerships (LLLPs): These entities ARE required to file an Annual Report.
Due Date: By the last day of the anniversary month of your entity’s original formation or qualification in Utah.
Filing Fee:$18.00 for LLPs, LPs, LLLPs.
Late Penalty (Division of Corporations): An additional $10.00 if filed within 30 days after the due date. If filed more than 30 days late, the entity becomes “expired” and a reinstatement fee of $54.00 applies to reinstate.
Utah Partnership Income Tax Return (Utah State Tax Commission – Form TC-65):
Frequency: Annually.
Due Date: By the 15th day of the 3rd month following the close of your taxable year (e.g., March 15th for calendar year filers).
Requirement: A partnership return (Form TC-65) is generally required if the partnership has any income derived from sources in Utah and its partners are not all Utah resident individuals. If all partners are Utah resident individuals, the filing requirement is met by maintaining records.
Pass-Through Entity Tax & Nonresident Withholding: The Pass-Through Entity Tax election and nonresident partner withholding may apply, as described for LLCs above.
Extensions & Penalties: Similar to other business entities, extensions to file are available, but tax due must be paid by the original deadline. Penalties and interest apply for late filing or payment.
For Non-Profit Corporations in Utah, please also note the following:
In addition to the Division of Corporations filing:
Annual Report/Business Renewal (Utah Division of Corporations and Commercial Code):
Frequency: Annually.
Due Date: By the last day of the anniversary month of your entity’s original formation or qualification in Utah.
Filing Fee:$10.00.
Late Penalty (Division of Corporations): An additional $10.00 if filed within 30 days after the due date. If filed more than 30 days late, the entity becomes “expired” and a reinstatement fee of $54.00 applies to reinstate.
Required Attachment: For most non-profits, an unredacted copy of their most recent federal IRS Form 990, 990-EZ, 990-N, or 990-PF must be included when filing the annual report (effective January 1, 2025). Schedule B is not required. This requirement applies to non-profits required to file these forms with the IRS.
Charitable Organization Registration and Annual Renewal (Utah Division of Consumer Protection / Attorney General’s Office):
Effective May 1, 2024, nonprofit charitable organizations are no longer required to submit an annual registration with the Utah Division of Consumer Protection (which was previously the primary charitable registration agency).
However, if your non-profit engages in specific types of fundraising activities (e.g., using professional solicitors for telephone solicitations), there may still be registration and reporting requirements with the Division of Consumer Protection for the solicitors themselves or certain specific types of charitable solicitations. It’s crucial to confirm if your activities trigger any specific professional fundraiser rules.
Utah Exempt Organization Business Income Tax (Utah State Tax Commission – Form TC-20 if applicable):
Frequency: Annually, if applicable.
Applies if: Your non-profit has unrelated business taxable income (UBTI) that exceeds the federal filing threshold. If so, a Utah Corporate Income Tax return (Form TC-20) would be filed to report and pay tax on UBTI.
No other state-level income tax: Generally, if your non-profit has obtained 501(c) tax-exempt status from the IRS, it is also exempt from Utah corporate income tax purposes (unless it has UBTI).
Federal IRS Form 990 Series: As a federally tax-exempt organization, your non-profit must file an annual information return with the IRS (Form 990, 990-EZ, 990-PF, or 990-N, depending on your gross receipts and assets). This is typically due by the 15th day of the 5th month after your fiscal year ends (e.g., May 15th for a December 31st fiscal year-end).
What information is generally required for these filings? The various Utah filings typically require verification or updating of the following:
Your entity’s legal name and Utah Entity Number.
The current principal office mailing address.
The name and physical street address of your Utah Registered Agent.
For Corporations and Non-Profits: Names and addresses of your principal officers and directors.
For LLCs: Names and addresses of managers (if manager-managed) or members (if member-managed).
Updated contact information for the entity.
For tax filings: Financial information (income, expenses, etc.).
For Non-Profits: A copy of your most recent federal Form 990 series return (effective 2025).
How can we assist you? We understand that navigating these compliance requirements, especially with Utah’s “anniversary month” due dates and specific tax rules for different entity types, can be complex. We are here to assist you with understanding and fulfilling your Utah compliance obligations. Our services for these filings include:
Determining your specific filing requirements and due dates.
Gathering the necessary information.
Preparing and accurately filing your Annual Reports/Business Renewals with the Utah Division of Corporations and Commercial Code.
Assisting with the preparation and filing of your Utah income tax returns (e.g., corporate income tax, partnership return) (if applicable).
Advising on any specific charitable solicitation requirements.
Arranging payment of the applicable fees/taxes.
Confirming receipt and good standing with the Utah Division of Corporations and Commercial Code and, if applicable, the State Tax Commission.
What we need from you: To facilitate these filings, fill up the information sheet:
Please do not hesitate to contact us at your earliest convenience to discuss your Utah compliance obligations. We can help ensure your entity remains in good standing and avoids any potential adverse consequences.
