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How to Dissolve an Ohio LLC

 

How do you dissolve a Ohio Limited Liability Company?

To dissolve your LLC in Ohio, you must provide the completed Certificate of Dissolution of Limited Liability Company / Cancellation of Foreign LLC form to the Secretary of State by mail, in person, or online. Ohio’s SOS does not require original signatures.

A dissolved Ohio LLC may not carry on any business except as appropriate to wind up and liquidate its business and affairs.

Ohio Limited Liability Company Dissolution FAQ

Where do I send my Ohio LLC Certificate of Dissolution?

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

Is there a filing fee to dissolve or cancel a Ohio LLC?

To dissolve your Limited Liability Company in Ohio, a filing fee of $50 is required. Checks should be made payable to “Secretary of State.”

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 a Department of Revenue clearance before the Ohio Secretary of State will accept your LLC dissolution?

No. But you will have to go through the process of winding up the Ohio LLCs affairs, liquidating assets and paying any obligations – including any taxes owed.

How long does it take the State of Ohio to process the filing?

Mail or in person: 3-5 working days, plus additional time for return mailing
Fax Processing: 3-5 working days, plus additional time for return mailing

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.

After you dissolve your LLC or corporation, you will receive a confirmation copy of the change by mail. You will also be able to print a copy directly from their website.

How long before someone can take your business name?

If the business is administratively dissolved, which means that Ohio’s SOS forcibly dissolved the business, the business name will be held for one year. If voluntarily dissolved, the name of the business becomes available as soon as the dissolution is reflected in the Secretary of State’s records.

If, after your year was up, another entity takes that name and you later wished to reinstate, you would have to file an amendment to change the business name simultaneously with your reinstatement.

What is the penalty if you do not dissolve properly?

The filing fee for a basic reinstatement form is $25.

If you need to reinstate because of a tax issue, you have to resolve that (including any amounts owed) with the Ohio Department of Taxation. Once resolved, they will issue a Certificate of Tax Clearance (also known as a D-3 certificate). Then you have to file the reinstatement paperwork ($25) with the Ohio Secretary of State.

If your business was cancelled or judicially dissolved for failing to maintain a statutory agent; you would have to file the reinstatement paperwork ($25) and also appoint a statutory agent (another $25).

Ohio Secretary of State:

Official Ohio Secretary of State Website

If you’d like help establishing another company, you may find our incorporation filing service and Ohio registered agent service helpful.  We provide all the forms and filing instructions you may need in your online account, or you can just hire us to do the filing for you.

 

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