Starting, Dissolving, or Reinstating a Corporation

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

Utah (Domestic) Corporations

  • File Articles of Dissolution with the Utah Department of Commerce.

Non-Utah (Foreign) Corporations Qualified in Utah

  • Obtain a Tax Clearance Certificate from the Utah State Tax Commission
  • File your Tax Clearance Certificate and an Application for Withdrawal with the Utah Department of Commerce.

Reinstating a Corporation

First, contact the Department of Commerce, Division of Corporations and Commercial Code, to ensure your corporation can be reinstated. The Department of Commerce has time limitations on reinstatement. If reinstatement is a viable option, the Department of Commerce may require a Letter of Good Standing from the Tax Commission. Click here for information on how to obtain a Letter of Good Standing.