How do you dissolve an Ohio Corporation?
To dissolve your corporation in Ohio, you must provide the completed Certificate of Dissolution by Shareholders, Directors, or Incorporators form (561) to the Secretary of State by mail or in person. The certificate itself is not too complicated and instructions are included at the end of Form 561. But dissolution does require several steps. Those steps are detailed below…
The Ohio Secretary of State does not require original signatures on the certificate. Include a check for fees payable to “Secretary of State.”
A dissolved Ohio corporation may not carry on any business except as appropriate to wind up and liquidate its business and affairs.
Is there a filing fee to dissolve or cancel an Ohio Corporation?
To dissolve your Ohio Corporation the following filing fee is required: $50
Expedited processing is also available:
Level 1 (by mail or walk-in): within 2 business days for $100
Level 2 (walk in only): 1 business day for $200
Level 3 (walk in only): 4 hours for $300
Where do I submit the Ohio Corporation Certificate of Dissolution?
Overnight or In-person:
Secretary of State
Business Services Division
180 E. Broad St., 16th Floor
Columbus, OH 43215
Ohio Secretary of State
PO Box 1329
Columbus, OH 43216
Expedited Mail (include additional $100 fee):
Ohio Secretary of State
PO Box 1390
Columbus, OH 43216
Do you need a Department of Revenue Tax Clearance before the Ohio Secretary of State will accept your dissolution?
Yes. But wait, there’s more...
In addition to the certificate of dissolution, an Ohio corporation seeking to dissolve must:
- File a notarized Affidavit of Personal Property, identifying any counties in Ohio where the corporation has personal property.
- Obtain a Tax Clearance Certificate from the Ohio Department of Taxation.
- Show evidence from the Ohio Bureau of Job and Family Services showing that all payments required have been made to the Unemployment Compensation Fund.
- Show evidence from the Ohio Bureau of Workers’ Compensation fund showing that all premiums have been paid.
Alternatively, an officer of the Ohio corporation may create an affidavit stating the dates that each of the above departments/agencies was notified in writing of the scheduled effective date of dissolution. This affidavit serves to acknowledge that the dissolution does not relieve the corporation of any tax or contribution liabilities. Any liabilities to these agencies must still be taken care of. One other thing, the affidavit must be notarized by a notary public.
How long does it take the state to process the filing?
Whether your paperwork is mailed in, faxed in or walked in in-person; they say it takes:
4-6 business days, plus additional time for return mailing.
Faxing it in will cut out the mailing time and save you a trip. In our experience, faxing your paperwork in can result in faster processing. To be able to fax paperwork into the Ohio Secretary of State, you would need to set up a prepayment account.
Level 1 (by mail or walk-in): within 2 business days
Level 2 (walk in only): 1 business day
Level 3 (walk in only): 4 hours; submit by 1:00 pm for same day processing
For expedited processing write “EXPEDITE” on the envelope.
You will receive a confirmation copy of the change by mail. You will also be able to print a copy directly from their website once your filing is processed.
How long before someone can take your business name?
The short answer is: one year.
A business name remains in “held” status for one year after cancellation. If the business does not reinstate within one year, the status will change from “held” to “canceled.” The name of a canceled entity is then available for another entity to register on a first come, first served basis.
If, after your year was up, another entity were to register that name and you later wished to reinstate, you would have to file an amendment to change the business name at the same time as your reinstatement.
What is the penalty if you do not dissolve properly and just don’t file your annual reports?
In Ohio, corporations for profit and LLCs don’t have to file an annual report with the Secretary of State. Corporations are supposed to have an annual meeting and file an annual report with the Ohio Department of Taxation. That’s really something for you and your accountant to work out. Your Ohio corporation won’t be dissolved for not filing annual reports with the Secretary of State.
With that said, according to Ohio Revised Code: 5733.22 - if your corporation is “dissolved or cancelled for failure to make any report or return or to pay any tax or fee,” you would have to do the following to get your Ohio corporation reinstated:
- Work with the Secretary of State to determine any penalties or fees from missed filings,
- Work with the Tax Commissioner to straighten out your taxes and get a tax clearance, form D-3,
- Pay the Secretary of State a filing fee of $25.
If your Ohio corporation was cancelled for failing to maintain a statutory agent, you would have to file the Reinstatement and Appointment of Agentform, along with a $25 fee.
Ohio Secretary of State: