How to withdraw a foreign Ohio LLC or corporation business with the Secretary of State

Ohio Secretary of State Certificate of Good Standing cancellation requirements and instructions

How to withdraw your foreign Ohio Limited Liability Company or Ohio Corporation Certificate of Authority:

Ohio Limited Liability Company:
To withdraw or cancel your foreign Ohio LLC in Ohio, you must provide the completed Certificate of Dissolution of Limited Liability Company / Cancellation of Foreign LLC form to the Ohio Secretary of State, Business Services Division by mail or in person. The Ohio Secretary of State does not require original signatures.

Ohio Corporation:
To withdraw or cancel your foreign Ohio Corporation in Ohio, you must provide the completed Certificate of Surrender of Foreign Licensed Corporation form to the Secretary of State by mail or in person. You don’t have to have original signatures on the certificate.

Make checks for fees payable to “Secretary of State.”

How much does it cost to cancel your out of state registration with Ohio?

There is a $50 filing fee to withdraw/cancel your Ohio corporation or LLC.

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

Do you need an Ohio Department of Taxation clearance first?

Yes, and then some – it’s a process… Part of the procedure involves notifying:

1. The Ohio Department of Taxation (and submitting their form, D-5 Notification of Dissolution or Surrender).
2. The Ohio Job & Family Services office and
3. The treasurer of any counties in Ohio where the corporation has personal property

The goal is to receive a Tax Clearance Certificate from the Department of Taxation, a personal property release from each applicable county treasurer and evidence from the Ohio Job and Family Services showing that all contributions due to the Unemployment Compensation Fund have been paid.

How long does it take the state to process the withdrawal filing?

Typical processing for mailed or walked in documents takes 4-6 business days, plus additional time for return mailing.

Fax Processing: 4-6 business days, plus additional time for return mailing. To submit filings by fax, you must have a prepayment account with the Ohio Secretary of State. Of course, if we’re your statutory agent, we can take care of it for you.

Expedited processing:
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.

Once processed, you will be able to print a copy of the filed document directly from their website. A copy of your certificate will be mailed as well.

What agency do you need to file the withdrawal with?

Overnight or In-person:
Secretary of State
Business Services Division
180 E. Broad St., 16th Floor
Columbus, OH 43215

Non-Expedited Mail:
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

Phone: 614-466-3920

What happens if you don’t file a cancellation and just let your annual report filings go unfiled?

The Ohio Secretary of State does not require business entities to file annual reports. However, entities registered in Ohio must file certain items with other agencies. Annual franchise or excise tax returns need to be filed with the Ohio Department of Taxation - and paid, in order to maintain good standing with the Ohio Secretary of State.

If you just don’t file an annual report, how long before you lose your Certificate of Good Standing?

Since the Ohio Secretary of State does not require business entities to file annual reports – failure to file annual reports won’t cause you to lose your Certificate of Good Standing. But, if you don’t stay on top or your taxes and business licensing, you could find yourself unable to renew your Certificate of Good Standing or possibly even face a Judicial Dissolution.

The length of time that takes would take at least 30 days. Most likely, it would take 60 to 90 days; we are talking about bureaucratic efficiency here. Either scenario would affect your ability to conduct business in Ohio until resolving and reinstating with the Secretary of State.

What are the late fees and penalties to re-register if you didn’t file a withdrawal correctly?

It really depends on the reason for cancellation. The filing fee for the basic reinstatement form is $25.

If you needed to reinstate due to a tax issue, you’d have to resolve that (including any amounts owed) with the Ohio Department of Taxation. Upon resolution, they will issue a Certificate of Tax Clearance (also called a D-3 certificate). Then you’d have to file the reinstatement paperwork ($25) with the Secretary of State.

If your business was cancelled or dissolved by the Ohio Secretary of State for failing to maintain a statutory agent; you would have to file the reinstatement paperwork ($25) and appoint a statutory agent too ($25).

Ohio Secretary of State: