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Last Updated on May 16, 2011

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 file and pay Utah corporation income/franchise taxes.

Domestic Corporations

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. Domestic Corporations do not need a Tax Clearance Certificate to dissolve.

Foreign 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.

Step 1: Verify that your foreign corporation is registered in Utah

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 a copy of the web page showing your Principal Information (list of officers), then proceed with Step 2.

Step 2: Contact the Tax Commission to request Tax Clearance Application

To receive your customized application for tax clearance, please call the Tax Commission at 1-801-297-2200 or 1-800-662-4335 extension 2200. Application forms from other sources may be denied.

NOTE: When calling, please have your Federal Employer Identification Number (FEIN) and your Utah Entity Number. The Utah Entity Number can be found on the Utah Department of Commerce website or by calling the Utah Department of Commerce at 801-530-4849.

Step 3: When you receive the application, supply the following four items to the Tax Commission:

1. Copy of Department of Commerce web page showing your business is registered in Utah
2. Copy of Department of Commerce web page showing your Principal Information (list of officers)
3. Signed and Completed Tax Clearance Application
4. $50 Tax Clearance Fee

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.

Step 4: Once you have received your Tax Clearance Certificate, Apply for Withdrawal with the Department of Commerce

Complete Department of Commerce Application for Withdrawal, attach Tax Clearance from the Tax Commission, and submit to the Department of Commerce.

Processing Time Expectations

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. If submitting returns/payments/documents for tax clearance purposes, each return/payment/document must have written on it "Tax Clearance". If not so noted, tax clearance certificate processing/approval could be delayed or denied. You can expedite the process by your quick response to the requirements. Once all requirements are met, you will receive a tax clearance.