See Also – Letter of Good Standing
Tax Clearance Certificates are required as part of the process to withdraw a foreign corporation from Utah.
To legally conduct business in Utah, a corporation (profit, nonprofit, domestic or foreign) must register with the Utah Department of Commerce. To legally cease doing business once registered, a corporation must dissolve (if domestic) or withdraw (if foreign) the corporation with the Utah Department of Commerce, Division of Corporations. Until a registered corporation legally dissolves or withdraws, it is required to continue to filing and paying Utah corporation income/franchise taxes.
Domestic corporations are corporations formed in the State of Utah. To legally dissolve in Utah, file Articles of Dissolution with the Utah Department of Commerce, Division of Corporations
Foreign corporations are corporations formed outside of the State of Utah but registered to conduct business in Utah. To legally withdraw from Utah, complete the following steps.
Use the Utah Department of Commerce Entity Search at https://secure.utah.gov/bes/action/index. Print a copy of the web page showing your business is registered in Utah and proceed with Step 2.
Supply the following information to the Tax Commission:
This information can be submitted in person or in writing.
In Person: Any Utah State Tax Commission office
In Writing:
Utah State Tax Commission
Taxpayer Services Division
210 North 1950 West
Salt Lake City, Utah 84134-7000
A Tax Clearance will not be issued until all required returns are filed and all taxes, penalties and interest are paid for all years a business was registered with the Utah Department of Commerce regardless of whether the company conducted business.
Complete Department of Commerce Application for Withdrawal, attach Tax Clearance from the Tax Commission, and submit to the Department of Commerce.
Tax Clearance Certificates can take several months to accomplish. If there are outstanding issues to be resolved, you will receive a requirements letter from the Tax Commission. The requirements letter will detail any tax returns or payments that must be filed or resolved, any outstanding audit issues, and any final returns or information still needed to complete your request. You can expedite the process by your quick response to the requirements. Once all requirements are met, you will receive a tax clearance.
The following will assist you when completing the TC-2001
This is the Utah Department of Commerce Business Entity Number. It is formatted as six or seven digits followed by a hyphen and four more digits (1234567-1234) and was issued when the corporation filed its Articles of Incorporation (domestic) or Application for Authority to Conduct Affairs as a Foreign Corporation with the Utah Department of Commerce. If you do not know your Business Entity Number, contact the Utah Department of Commerce at 801-530-4849.
List all tax accounts and licenses issued by the Tax Commission for your corporation. If the account or license has not been previously closed, include a letter with your Application for Tax Clearance identifying the account or license number and the effective date it should be closed.
Include on the Application for Tax Clearance the name, signature and daytime contact number of a corporate officer or authorized representative who is submitting the Application for Tax Clearance and who may be contacted regarding the company's taxes. If not a corporate officer (as listed with the Utah Department of Commerce, Division of Corporations), a power of attorney must be submitted with the application. Use form TC-737, Power of Attorney and Declaration of Representative.
This is the person the Certificate of Tax Clearance will be mailed to once all requirements of the tax clearance are met. This should not be the Utah Department of Commerce, but the person handling the withdrawal of the business. If not a corporate officer (as listed with the Utah Department of Commerce, Division of Corporations), a power of attorney must be submitted with the application. Use form TC-737, Power of Attorney and Declaration of Representative.
