How to Reinstate an LLC in Utah: No Deadline, a Five-Year Name

Updated August 24, 2026. Quick answer: Utah’s current reinstatement statute, amended in 2024, sets no deadline: a dissolved LLC can apply “at any time after the effective date of dissolution.” That sounds like Illinois’s no-deadline rule, but Utah adds a condition Illinois doesn’t have. Reinstating under the company’s own name only works “if the limited liability company’s name is available,” and the statute separately guarantees that availability for just five years after dissolution. Wait past five years and someone else may already have taken the name, in which case reinstatement still works, just under a different one. The entity survives indefinitely. The name doesn’t.

Three grounds, sixty days to fix each

Utah’s Division of Corporations and Commercial Code can dissolve an LLC administratively for three things, each with the same sixty-day grace period:

“The division may commence a proceeding under Subsections (2) and (3) to dissolve a limited liability company administratively if the limited liability company does not: (a) pay any fee, tax, interest, or penalty required to be paid to the division not later than 60 days after it is due; (b) deliver an annual report to the division not later than 60 days after it is due; or (c) have a registered agent in this state for 60 consecutive days.”

Utah Code Section 48-3a-708(1)

The three grounds are conventional: money, the annual report, and a registered agent, and each gets a further sixty days of notice-and-cure from the Division before dissolution actually happens: the Division serves notice once it determines a ground exists, and only dissolves if the company neither cures the problem nor demonstrates the ground never existed within that second sixty-day window.

That is two sixty-day periods stacked back to back in practice: sixty days past the original due date before a ground even exists to act on, then another sixty days of formal notice before dissolution actually happens. A Utah LLC that misses an annual report has roughly four months from the original due date before the Division actually dissolves it, which is a longer practical runway than the bare “60 days” language in subsection (1) suggests on its own.

Dissolution doesn’t end the entity

“A limited liability company that is administratively dissolved continues in existence as an entity but may not carry on any activities except as necessary to wind up its activities and affairs and liquidate its assets under Sections 48-3a-703, 48-3a-705, 48-3a-706, 48-3a-707, and 48-3a-711, or to apply for reinstatement under Section 48-3a-709.”

Utah Code Section 48-3a-708(4)

Like Oregon and South Dakota, Utah keeps a dissolved LLC alive as an entity rather than erasing it; it exists, restricted to wind-up activity, until someone either reinstates it or affirmatively winds it up and liquidates. That continuity is part of why the reinstatement statute itself doesn’t need a hard filing deadline: the company hasn’t gone anywhere in the meantime.

Subsection (5) of the same section adds one more thing worth knowing: dissolution does not cut off the authority of the company’s registered agent. Service of process, tax notices, and other official mail keep reaching the company through that agent for as long as the agent’s appointment lasts, dissolved or not, which is part of how a company can accumulate liabilities and notices during a dissolved period it may not be actively monitoring.

No deadline, but only if the name is still yours

“A limited liability company that is administratively dissolved under Section 48-3a-708 may apply to the division for reinstatement under the limited liability company’s same name at any time after the effective date of dissolution if the limited liability company’s name is available and the limited liability company delivers to the division for filing an application for reinstatement that states:”

Utah Code Section 48-3a-709(1)

“At any time” is the headline. Read past it, though, and reinstating under the same name is expressly conditioned on that name being available; the statute doesn’t promise it will be. This is the section the Utah Legislature amended in 2024 (by 2024 General Session Chapter 232); an earlier version of this same section, in force from May 1, 2019 to May 1, 2024, instead capped reinstatement at a flat two years. The current, no-deadline version is the one that governs an LLC dissolved today.

Subsection (2) carries a transitional rule for that older two-year era: a company dissolved between May 1, 2019 and May 1, 2024 can still apply for reinstatement under its own name, if that name is available, using the same basic requirements as subsection (1) even though the two-year deadline that technically applied to it at the time has since been replaced. In effect, the 2024 amendment reached backward and rescued companies that might otherwise have aged out under the old rule.

Five years is how long the name is actually guaranteed

“A limited liability company retains the limited liability company’s name and assumed name, as described in Section 42-2-6.6, for five years after the day on which the dissolution is effective.”

Utah Code Section 48-3a-709(3)

This is the sentence that resolves the apparent contradiction between “no deadline” and “if the name is available.” Utah guarantees a dissolved LLC’s exclusive claim to its own name for exactly five years. Inside that window, reinstating under the same name is essentially assured, because nobody else can lawfully take it. Past five years, the guarantee lapses, and “if the limited liability company’s name is available” in subsection (1) stops being a formality; it becomes a real test the company might fail if another filer got there first.

The subsection ties this specifically to “assumed name,” too, under a separate statute (Section 42-2-6.6) governing DBA-style filings, meaning the five-year retention covers not just the company’s legal name on its articles but any assumed name it registered as well. Nothing in the text read this session says what happens to the entity itself once its name protection lapses at year five: the company still exists under Section 48-3a-708(4), it just may no longer be entitled to its old name if someone else has since filed for it.

What you pay, and what reinstatement restores

“To be reinstated, a limited liability company must pay all fees, taxes, interest, and penalties that were due to the division at the time of its administrative dissolution and all fees, taxes, interest, and penalties that would have been due to the division while the limited liability company was administratively dissolved.”

Utah Code Section 48-3a-709(4)

Utah’s LLC Act, unlike North Dakota’s, South Dakota’s, or South Carolina’s, sets no dollar figures anywhere in Chapter 3a: not for reinstatement, not for annual reports, not for original filing. Every fee is set by the Division under separate rulemaking authority, which this page did not find in the statute itself. Both of the Division’s own online fee pages returned HTTP 404 this session, so the actual current reinstatement fee is stated here as unknown rather than estimated.

“The reinstatement relates back to and takes effect as of the effective date of the administrative dissolution.”

Utah Code Section 48-3a-709(6)(a)

Once reinstated, the company may resume its activities as if dissolution never happened, and the rights of anyone who relied on the dissolution before learning of the reinstatement are protected. If the Division denies an application, the company can seek judicial review in district court within thirty days of the denial notice.

What this page does not do

• It does not state a current reinstatement fee. Utah’s LLC Act sets no dollar figures in the statute; the Division of Corporations’ own fee and reinstatement pages both returned HTTP 404 this session, so this page reports the fee as unknown rather than estimating it.
• It does not cite the section numbers that will apply after October 1, 2026. Utah’s own compiled Code marks Sections 48-3a-708 through 48-3a-710 for repeal and renumbering under 2026 General Session Chapter 93 on that date; the citations on this page are current as of the date read but will change.
• It is not legal advice.

Related: how to dissolve a Utah LLC on purpose, what a Utah LLC costs to keep, and closing an LLC. Other states in this series: Colorado, which doesn’t dissolve LLCs for delinquency at all, and Illinois, which also sets no deadline but never guarantees the name.

Sources

Every statement of law on this page is quoted from the text below, as read on August 24, 2026. Each row links the document it was read from.

General consumer information, not financial, tax or legal advice. State rules are as published by the cited source on 2026-08-24 and change; your own facts govern, and a reinstatement question with money on it is one to put to a lawyer or accountant in that state.