Starting, Dissolving, or Reinstating a Corporation

• Starting a Corporation
• Dissolving a Corporation
• Reinstating a Corporation
• Letter of Good Standing
• Tax Clearance

Starting a Corporation

To create a corporation, you must prepare Articles of Incorporation and file the document with the Department of Commerce, Division of Corporations and Commercial Code. The Department of Commerce has information on their website dealing with Articles of Incorporation, at corporations.utah.gov.

An S corporation is the incorporation of an ordinary business formed and operated under a state’s general corporation law, but the corporation has made an election with and been approved by the Internal Revenue Service to be taxed as an S corporation. An S corporation is generally treated as a pass-through entity for federal income tax purposes. It files an “information” tax return to report its income and expenses, but is not separately taxed as a C corporation.

Income and expenses of an S corporation typically “flow through” to the shareholders in proportion to their share holdings, and profits are taxed to the shareholders on their individual income tax returns. If an S corporation has shareholders that are not Utah resident individuals, then the income attributable to those shareholders is subject to a withholding tax. The withholding tax may be claimed as a tax credit on the Utah Individual Income Tax Return (nonresident).

After forming a corporation, you can become an S corporation by applying to the Internal Revenue Service (IRS) on federal form 2553, Election by a Small Business Corporation. When you receive your approval for the S election from the IRS, please send a copy to the Tax Commission.

Dissolving a Corporation

See current corporate tax return instructions (TC-20 Instructions) for this information.

Reinstating a Corporation

The Utah Department of Commerce no longer accepts a Letter of Good Standing to reinstate a corporation that was involuntarily dissolved.  The Department of Commerce will contact the Tax Commission directly for verification of a corporation’s good standing as part of their own reinstatement process.  Contact the Department of Commerce by phone at #801-530-4849 or by email at corpucc@utah.gov for information on how to reinstate your corporation.