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How To Reinstate An Ohio Corporation

 

Reinstate Or Revive Ohio Corporation:

Great question, let’s talk about why your Ohio corporation would get cancelled in the first place. The Ohio Secretary of State is authorized to cancel a corporation’s license to do business in Ohio for the following reasons:

  1. By order of the Tax Commissioner for failure to pay or file annual corporate franchise taxes
  2. For failure to maintain a statutory agent
  3. By court order
  4. Also for “professional corporations” who fail to file their required biennial report.

Corporate Franchise Taxes

If your Ohio corporation is canceled for tax issues you have to:

  1. Contact the taxpayer services division of the department of taxation to determine how much is due and any other issues that must be resolved to become reinstated.
  2. Once those issues are resolved, they’ll issue you a Certificate of Tax Clearance (D-3 Certificate)
  3. File the D-3 Certificate with a $25 filing fee with the Ohio Secretary of State’s office

Failure to Maintain Statutory Agent

This one’s pretty simple; just file the Reinstatement and Appointment of Agentform along with a filing fee of $25.

Court Order

Unfortunately, you’ll have to sort that out with the court.

For Professional Corporations who fail to file their Biennial Report

File the delinquent report(s) along with a filing fee of $25 to be reinstated. Professional corporations, not to be confused with C-corps or S-corps, are required to file a biennial report.

What is a Certificate of Tax Clearance?

A certificate of tax clearance is a certificate from the Ohio Department of Taxation stating that a corporation has no taxes due.

How do I apply for a tax clearance?

Complete a Request For Tax Clearance form and submit it to the Ohio Department of Revenue’s Tax Clearance Unit. Once the form is completed and signed by a corporate officer it can be mailed or faxed to the tax clearance unit. If a request is faxed, it is not necessary to send the original.

How much will it cost to revive my Ohio Corporation?

Well, there’s the $25 fee to file form 525a with the Secretary of State. Any other issues, taxes in particular may end up costing you more. Those costs are going to be unique to each situation.

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

Mail or in person: once received, 4-6 business days, plus additional time for return mailing. Fax Processing: 4-6 business days, plus more time for any copies that need to be mailed back. To submit filings by fax, you must have a prepayment account with the Ohio Secretary of State.

Expedited Processing is available:
Level 1 (by mail or walk-in): within 2 business days for $100
Level 2 (walk-in only): within 1 business day for $200
Level 3 (walk-in only): within 4 hours for $300
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.

What Ohio agency do you have to file these forms 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 788
Columbus, OH 43216

Expedited Mail (additional fee of at least $100):
Ohio Secretary of State
Client Service Center
180 E. Broad St., Suite 103 (ground floor)
Columbus, OH 43215

Cleveland Regional Office
615 W. Superior Ave., 8th floor (Lausche Building)
Cleveland, OH 44113
216-787-5900
Hours: 8 a.m. – 5 p.m., Monday-Friday

The Cleveland Regional Office accepts all business filings on an expedited basis (expedite levels 2 and 3), as well as offering Certificates of Good Standing, certified copies, apostilles and minister’s licenses.

How long does your Ohio Corporation have to be inactive with the state before you wouldn’t have any fees, and would just have to start over with a new Ohio Corporation?

Part of the answer to this question depends on why your corporation is inactive with the state. “Inactive,” “cancelled,” “dissolved,” mean different things. If your corporation is inactive, you’re not supposed to be doing business within the state. Same goes for being cancelled, although being in cancelled status kind of means you’re in trouble, like having detention at school. Being “dissolved,” is like being dead.

If your Ohio corporation is inactive or cancelled, you can revive it. There’s no time limit on their books, but the reality is – if you’re cancelled, you aren’t legally able to do business. So it wouldn’t seem practical to try and revive a business that hasn’t done business (or made any money) in 5 years, or 10 years. Realistically, you’d be better off starting over with a new Ohio corporation at that point.

Can you change your Ohio statutory agent at the same time on the Ohio reinstatement?

Yes, you can. The reinstatement form calls for the name and address of your statutory agent. You may use the same statutory agent as before or change your Ohio statutory agent at the time of your reinstatement. Since form 525a is designed for this specific type of reinstatement, there’s no extra filing fee – just $25 for the Reinstatement & Appointment of Agent form.

Can you change your principal address at the same time on the Ohio reinstatement form?

You can, but you’d have to file it as an amendment – the reinstatement form 525A is meant for Ohio corporations that were cancelled for failure to maintain a statutory agent. As such, there isn’t a place on the form for your corporate address, let alone a new one.

According to Ohio Revised Code 1701.70(B) (7), the corporate “directors may adopt an amendment changing the place in this state where the principal office of the corporation is to be located.” So, filing a corporate amendment is THE way to change your principal address. The filing fee for a Certificate of Amendment by Directors or Incorporators to Articles is $50.

Can you change your officers and/or directors at the same time on the Ohio corporation reinstatement form?

Yes and no. You can change your officers and directors at the same time, just not on the Ohio reinstatement form. Changing your officers and/or directors would be done by way of an amendment to your articles of incorporation.

How many annual reports can you miss before you can’t revive your Ohio Corp?

Well, the Ohio Secretary of State doesn’t require your corporation to file annual reports…so this probably isn’t the right question. If your corporation were cancelled for one of the reasons above, your corporate name would be safe for one year. You’d have at least that much time to sort things out and revive your Ohio corporation.

After a year, there’s a chance someone would come along and snatch up your corporate name. You could still revive your corporation, but you’d have to change the name and file an amendment to that effect.

Your best bet is to: maintain your statutory agent, pay your taxes, and don’t do anything that would get you in trouble with the courts.

Ohio Secretary of State:

http://www.sos.state.oh.us/SOS/Businesses.aspx

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