Closing a Utah LLC the right way

The jobs stopped. The bank account is almost empty. The state still thinks you have a company, because nobody told it otherwise. The annual renewal shows up. So does a letter about a tax account you thought was finished.

Dissolution is the decision to end it. Winding up is the work after that decision. Utah Code § 16-20-701 is where the statute talks about events that dissolve a company. Section 16-20-702 is the wind-up: the company still exists long enough to settle what it owes and distribute what’s left. It does not vanish on the day you stop taking calls.

Members decide to dissolve, the way the operating agreement or the members’ consent allows. I write that consent so it matches the agreement you actually have.

Then we wind up. Collect what customers still owe, if anything. Pay the people the company owes, or write down a plan the creditors already accepted. Distribute what’s left the way the agreement says. Tell the Division. Your CPA files the last tax return. I don’t file that return.

If you’d rather transfer the company than close it, that’s a member change or a sale. Closing is the right tool when nobody is taking it over.

If the members don’t agree, or a creditor is already suing, that isn’t an agreed wind-up. I don’t take litigation. I’ll say so on the first call and refer you to someone who tries cases. If everyone who has to sign will sign, I can still write the wind-up.

The lease is in the company name. Dissolving the LLC doesn’t, by itself, end the lease. Someone has to deal with the landlord.

Licenses and vendor accounts keep billing until they’re closed. The registered agent keeps getting mail.

A member’s personal guarantee survives. If you signed one, the company filing doesn’t hand it back. Bring the guarantee. I’d rather see it at the start.

A flat fee, quoted after the consult. One owner and no debts is a shorter file than three owners, a lease, and a line of credit.

Nothing is published on this page. The pricing page is for formation and estate plans. Dissolution is quoted before I start, and I don’t bill hourly.