The requirements for annual reports in Utah are short: every corporation, nonprofit corporation, LLC, limited partnership, and registered foreign entity must file an annual report (the state calls it a renewal) with the Utah Division of Corporations and Commercial Code by the last day of its anniversary month, every year. The renewal fee is $18. Miss it, and the business can be administratively dissolved.
Last updated: October 2026, reflecting the October 1, 2026 recodification of Utah business entity law (S.B. 40, 2026 General Session).
Key Takeaways
- Annual reports in Utah are due on the last day of your anniversary month (the month your entity was formed or registered in Utah), and you can file up to 60 days early.
- Since October 1, 2026, one statute governs annual reports in Utah for every entity type: Utah Code Section 16-1a-212.
- The Division’s published renewal fee for an LLC or corporation is $18, plus a $10 late renewal fee if you file late.
- Utah does not ask for financial statements, revenue, or ownership percentages in the annual report. It asks for names, addresses, the registered agent, and directors and principal officers.
- An entity that is more than 60 days late can be administratively dissolved after a notice and a 60-day cure window, and a dissolved entity may only wind up or apply for reinstatement.
- Utah has no Secretary of State. Annual reports go to the Division of Corporations and Commercial Code inside the Utah Department of Commerce.
What Is an Annual Report in Utah?
An annual report in Utah is a short yearly filing that confirms your business still exists and that the state’s records about it are accurate. It is not a financial report, a tax return, or a shareholder letter. The Division of Corporations uses the words “annual report” and “renewal” for the same filing. Its own guide says it plainly:
“All registered business entities are required to file an annual report (also known as a renewal) to maintain an active status.”
Utah Division of Corporations and Commercial Code, Annual Report/Renewal Guide
That last phrase is the point. Filing annual reports in Utah is how a company keeps an “active” status on the public registry. Lenders, title companies, landlords, and buyers check that status. A company that shows as delinquent or expired looks like a company that is not paying attention, even when the business itself is healthy.
Which Law Governs Annual Reports in Utah After October 1, 2026?
Until October 1, 2026, each entity type had its own annual report section scattered through the code. Corporations, for example, used Section 16-10a-1607 and nonprofits used Section 16-6a-1607. S.B. 40, Business Entity Amendments, replaced that patchwork. It enacted Title 16, Chapter 1a, “Provisions Applicable to All Business Entities,” and moved the annual report rule into one section, Utah Code 16-1a-212, “Annual report for division.” The bill took effect on October 1, 2026.
A companion bill, S.B. 41, rewrote the cross-references so that older sections now point to 16-1a-212 as well. The practical effect is that the same deadline, the same content list, and the same consequences now apply to an LLC, a corporation, a nonprofit, and a registered foreign entity. You can read the enacted text in the enrolled copy of S.B. 40 on the Utah Legislature’s website.
If you see an online guide citing an old section number, such as one in Title 48 for LLCs, it was written before the recodification. The same move renumbered the LLC Act itself from Title 48 Chapter 3a to Title 16 Chapter 20, which we cover in our 2026 legal checklist for starting a business in Utah.
Who Must File Annual Reports in Utah?
Section 16-1a-212(2) says that “each domestic filing entity and registered foreign entity shall file an annual report with the division.” A filing entity is one created by filing a public organic document with the state, such as articles of incorporation or a certificate of organization. In plain terms, that covers:
- Utah LLCs, including single-member LLCs that have no employees and no revenue.
- Utah business corporations, including S corporations. The S election is a federal tax status, not a different kind of Utah entity.
- Utah nonprofit corporations. The Division notes that when directors sign on behalf of a nonprofit, all directors must sign.
- Limited partnerships, LLLPs, and LLPs.
- Foreign entities registered to do business in Utah, such as a Wyoming or Delaware LLC that registered here. They file in Utah on top of whatever their home state requires.
A sole proprietor operating under their own legal name has no Utah annual report to file, because nothing was filed to create the business. If that sole proprietor uses an assumed name, though, the DBA has its own renewal cycle (see the table below). If you are still deciding between entity types, our guide on choosing between an LLC and an S corporation walks through the tradeoffs.
When Are Annual Reports Due in Utah?
The deadline turns on your “anniversary month.” Section 16-1a-212(1) defines it as the calendar month in which your formation became effective with the Division or, for a foreign entity, the month its application for authority took effect. Under Section 16-1a-212(5)(a), unless the Division sets a different period by rule, an entity:
- “shall deliver an annual report to the division each calendar year on the last day of the anniversary month,” and
- “may deliver the annual report up to 60 days before the last day of the anniversary month.”
So the due date is not your formation date. It is the last day of that month. And there is no grace period written into the deadline itself. The grace you get is procedural, and it comes later (see the dissolution section).
A worked example
Say your LLC’s certificate of organization became effective on March 14, 2024. Your anniversary month is March. Your Utah annual report is due March 31 every year. In 2027, the earliest you can file is January 30, 2027, which is 60 days before March 31. Filing in early February is the safest habit, because it gives you room if the online system rejects a payment or flags missing information.
What Information Goes Into Annual Reports in Utah?
Section 16-1a-212(2) lists exactly what the report must include:
- The entity’s name.
- For a registered foreign entity, any assumed name it uses in Utah.
- The jurisdiction under whose law it is organized.
- The registered agent information required by Section 16-1a-404(1).
- The street address of the principal office.
- The name and address of each director and principal officer.
Under subsection (4), that information must be current as of the date the report is signed. Under subsection (8), the Division may offer a simplified certification when nothing has changed since the last report, which is why its filing guides come in two versions: “Without Changes” and “With Changes.”
Notice what is not on the list. There is no revenue figure, no balance sheet, no profit and loss statement, and no member ownership table. Many older articles, including earlier versions of this page, told readers that Utah annual reports require financial statements. The statute does not ask for them.
Changing your registered agent through the annual report
Subsection (9) contains a useful shortcut. If the annual report lists a registered agent name or address that differs from the Division’s records, the new information “is considered a statement of change under Section 16-1a-407.” In other words, you can update your agent on the renewal itself instead of filing a separate change form. If your agent is a home address you would rather keep off the public record, read our guide to Utah registered agent services before your next renewal.
How Much Does It Cost to File Annual Reports in Utah?
The Division’s published fee schedule lists these renewal and reinstatement amounts. Renewal fees for most entity types include a $5 surcharge for the state’s single sign-on portal.
| Filing | Fee | Notes |
|---|---|---|
| LLC annual report (domestic or foreign) | $18 | Includes the $5 portal surcharge |
| Corporation annual report (domestic or foreign) | $18 | Includes the $5 portal surcharge |
| Nonprofit corporation annual report | $18 | All directors sign when directors sign for the nonprofit |
| LP, LLLP, or LLP annual report | $18 | Includes the $5 portal surcharge |
| Limited cooperative association | $7 | Lowest renewal fee on the schedule |
| Assumed name (DBA) renewal | $18 | Renews every three years, not annually |
| Late renewal fee | $10 | Added when you file after the due date |
| LLC or corporation reinstatement | $54 | Plus $18 for each missed year and a $10 delinquency fee |
| Nonprofit reinstatement | $30 | Plus missed renewal fees |
| Expedited processing | $75 | Per filing |
Source: the Division’s current fee schedule, which is labeled Fiscal Year 2026 and effective July 1, 2025. Fees are nonrefundable. Check the schedule on the day you file, since the state can adjust fees at the start of each fiscal year.
The math on reinstatement is worth seeing once. An LLC that missed two renewals pays the $54 reinstatement fee, plus $18 for each of the two missed years, plus a $10 delinquency fee, for a total of $118 in state fees. Filing on time would have cost $36 over the same two years.
How Do You File Annual Reports in Utah?
Utah annual reports are filed online through the state’s Business Registration System using a UtahID login. The Division’s guide lays out the steps:
- Log in to the Business Registration System with your UtahID. If you do not have one, the system walks you through creating it.
- Click Renewals in the left menu and choose the right option.
- Search by entity name or entity number, select your business, and click Next.
- Review each page. If nothing changed, keep clicking Next until you reach the signature page.
- Check each confirmation box, enter your name and title, and click Next.
- On the review page, click Add to Shopping Cart, then Make Payment, and complete the payment.
Two details from the Division’s FAQ trip people up. First, “a filing is considered received by the division only after the fee has been paid.” A renewal sitting in your cart is not filed. Second, the Division reports processing times of 7 to 10 business days, so do not wait until the 30th if you need a clean certificate of existence for a loan closing that week.
Utah does not have a Secretary of State. The Lieutenant Governor handles elections and similar duties, but business filings, including annual reports in Utah, belong to the Division of Corporations and Commercial Code. Third-party sites that offer “Utah Secretary of State annual report” filing for a large service fee are filing the same $18 renewal you can file yourself in a few minutes.
What Happens If You Do Not File Annual Reports in Utah?
The consequences escalate in stages, and each stage now runs on the uniform rules in Title 16, Chapter 1a, Part 6.
Stage 1: Delinquent status and a late fee
The day after the due date, the report is late. The entity shows as delinquent on the registry, and the $10 late renewal fee applies when you file.
Stage 2: Grounds for administrative dissolution
Under Section 16-1a-602, the Division may move to dissolve a domestic entity administratively if it fails to “deliver to the division for filing an annual report not later than 60 days after the day on which the annual report is due.” The same section reaches an entity that fails to pay a required fee within six months, or fails to keep a registered agent in Utah for 60 consecutive days.
Stage 3: Notice and a 60-day cure window
Section 16-1a-603 requires the Division to serve the entity with notice of its determination. The entity then has 60 days after service to cure each listed condition or show that the condition does not exist. The notice goes to the registered agent, which is one more reason a stale agent address is dangerous: a notice sent to an agent you no longer use can run out its 60 days without anyone at the company seeing it.
Stage 4: Administrative dissolution
If the entity does not cure, the Division signs a statement of administrative dissolution. Under Section 16-1a-603(4), the entity continues to exist, but it “may not conduct any activity except” what is necessary to wind up and liquidate, or to apply for reinstatement. A dissolved company that keeps signing contracts and taking on customers is operating outside that limit.
For a registered foreign entity, the parallel rule is Section 16-1a-510. The Division may terminate its Utah registration if it fails to deliver a required annual report within 60 days, with a termination date set at least 60 days after the Division delivers the notice. Curing every listed ground before that date stops the termination.
What dissolution means for the owners personally is a separate question, and the answer is often less dramatic than people fear. We cover it in depth in what happens to your LLC if you stop paying the annual fee in Utah and in whether you can be personally sued when your LLC is sued.
How Do You Reinstate a Dissolved Utah Business?
Section 16-1a-604 lets an administratively dissolved entity apply for reinstatement “at any time after the effective date of dissolution” if its name is still available. The application must state, among other things, the entity’s name, principal office, registered agent, the dissolution date, that all fees and penalties are paid, and that the grounds for dissolution no longer exist.
Four details in that section matter more than the rest:
- Your name is protected for five years. Under subsection (3), a dissolved entity retains its name and DBA for five years after the dissolution takes effect. After that, someone else may take it.
- Corporations need a clean bill from the Tax Commission. For business corporations, nonprofit corporations, benefit corporations, and professional corporations, subsection (4) requires the federal EIN and a certification from the Utah State Tax Commission that the entity has paid what it owes or is current on a payment plan. An LLC is not on that list, but every applicant must still state that Tax Commission obligations are paid or on a current payment plan under subsection (1)(e).
- Reinstatement relates back. Under subsection (7), reinstatement “relates back to and takes effect as of the effective date of the administrative dissolution,” and the entity may resume business as if the dissolution had not occurred.
- But third parties keep their rights. The same subsection protects anyone whose rights arose from relying on the dissolution before they knew about the reinstatement.
If the Division denies a compliant application, Section 16-1a-605 gives the entity 30 days after service of the denial notice to seek judicial review.
Annual Reports in Utah vs. Other State Filings
Business owners often confuse the annual report with other recurring obligations. They are separate filings with separate agencies and separate deadlines.
| Obligation | Agency | How often | Does the annual report satisfy it? |
|---|---|---|---|
| Annual report (renewal) | Division of Corporations and Commercial Code | Yearly, by end of anniversary month | This is the annual report |
| DBA renewal | Division of Corporations and Commercial Code | Every three years | No |
| State tax returns | Utah State Tax Commission | Depends on entity and tax type | No |
| City or county business license | Your city or county | Set locally | No |
| Registered agent change | Division of Corporations and Commercial Code | When the agent changes | Yes, under 16-1a-212(9) |
The DBA rule deserves its own warning. Under Section 42-2-204, a DBA registration lasts three years. If it lapses and is not renewed after the Division’s notice, it expires permanently and anyone may claim the name. Keeping your company’s annual reports in Utah current does not keep its DBA current.
Common Mistakes With Annual Reports in Utah
- Treating the formation date as the due date. The deadline is the last day of the anniversary month.
- Leaving the renewal in the cart. It is not received until the fee is paid.
- Forgetting the Utah report for an out-of-state LLC. A Wyoming or Delaware entity registered in Utah files in both places.
- Letting the registered agent go stale. Dissolution notices go to the agent. Missing a notice can cost you the 60-day cure window.
- Paying a filing service for a five-minute task. The state fee is $18. A third-party “compliance fee” is optional.
- Assuming a dissolved company can keep operating. After dissolution, it may only wind up or apply for reinstatement.
- Listing outdated officers or managers. Information must be current as of the date the report is signed.
If you are winding down on purpose rather than by accident, voluntary dissolution has no state filing fee, and it ends the annual report obligation cleanly. Our guide on how to dissolve an LLC explains the steps, and our 2026 legal documents checklist for Utah small businesses covers the records that should sit alongside your renewals.
Frequently Asked Questions About Annual Reports in Utah
Does Utah require an annual report for an LLC?
Yes. Every Utah LLC, and every foreign LLC registered in Utah, must file an annual report with the Division of Corporations and Commercial Code each year by the last day of its anniversary month. The published fee is $18. It applies even if the LLC had no income.
When is my Utah annual report due?
It is due on the last day of your anniversary month, which is the month your entity was formed or registered with the Division. You may file up to 60 days before that date. An LLC formed in March files by March 31 each year.
How much is the Utah annual report fee?
The Division’s fee schedule lists $18 for a corporation, nonprofit, LLC, LP, or LLP renewal, which includes a $5 portal surcharge. A late filing adds a $10 late renewal fee. Reinstating a dissolved LLC or corporation costs $54 plus missed renewal and delinquency fees.
Is the Utah annual report filed with the Secretary of State?
No. Utah has no Secretary of State. Annual reports in Utah are filed with the Division of Corporations and Commercial Code, part of the Utah Department of Commerce, through the online Business Registration System using a UtahID login.
Do Utah annual reports require financial statements?
No. Utah Code 16-1a-212 requires the entity’s name, jurisdiction, registered agent information, principal office street address, and each director and principal officer. It does not require revenue, profits, balance sheets, or ownership percentages.
What happens if I miss my Utah annual report?
The entity becomes delinquent and owes a $10 late fee. If the report is more than 60 days late, the Division may serve a notice of administrative dissolution. The entity then has 60 days to cure. After that, it is dissolved and may only wind up or seek reinstatement.
Can I reinstate my Utah LLC after it was dissolved?
Yes. Under Utah Code 16-1a-604, you can apply for reinstatement at any time if the name is still available, and the name is held for five years. You must pay all fees and confirm that Tax Commission obligations are paid or on a current payment plan.
Can I change my registered agent on the annual report?
Yes. Under Utah Code 16-1a-212(9), a different registered agent name or address on the annual report is treated as a statement of change. You do not need a separate change filing for that update.
Behind on annual reports in Utah, facing a dissolution notice, or cleaning up a company before a sale or a loan? A short conversation usually sorts out the order of operations.
Contact Jeremy Eveland or call (801) 613-1472. For ongoing compliance help, see our Utah business lawyer services.
This article is general information, not legal advice. Reading it does not create an attorney-client relationship. Fees and filing procedures are set by the Utah Division of Corporations and Commercial Code and can change.
