Dissolve an Ohio LLC or Corporation

What does it take to dissolve an Ohio LLC?

Closing the doors does not close the company. An Ohio LLC or corporation stays on the Secretary of State's record until a dissolution filing says otherwise. Until then the state treats it as an active entity, mail and lawsuits can still be sent to it, and its statutory agent is still on the hook to receive them.

To dissolve an Ohio LLC, the company files a certificate of dissolution with the Secretary of State under Ohio Revised Code 1706.471. The state fee is $50, set by ORC 111.16(N). Before that filing, the owners approve the dissolution as their operating agreement requires. After it, the company winds up: it collects what it is owed, pays what it owes, and distributes what is left.

Filing does not make the company vanish overnight. ORC 1706.471(A) says a dissolved LLC continues its existence as a limited liability company, but only to wind up its affairs. It cannot take on new business. That middle stage matters for taxes, for creditors, and for your statutory agent, which we cover below.

Corporations follow a different statute, ORC 1701.86, with more paperwork attached. Out-of-state companies registered in Ohio do not dissolve here at all. They withdraw their Ohio registration.

Which Ohio certificate of dissolution do you file?

The Secretary of State uses a separate form for each entity type. All of them carry the same $50 state fee under ORC 111.16(N).

Form 616 replaced the older Form 562 for domestic LLCs. If you are working from an old checklist or a blank form saved years ago, check the form number against the Secretary of State's current forms page before you file. A filing on a retired form is a filing you will have to make twice.

Nonprofits deserve a separate word. A nonprofit corporation's assets usually cannot simply go to the people running it, and a nonprofit with federal tax-exempt status has its own reporting when it closes. Talk to your attorney and accountant before a nonprofit files Form 560.

How to close an LLC in Ohio, step by step

Every business winds down differently, but most Ohio LLCs follow roughly this order. Your accountant and attorney should look at the steps that involve taxes and creditors.

1. Approve the dissolution the way your operating agreement requires, and put the approval in writing
2. Stop taking new work and tell customers, vendors, and your landlord
3. File final state and federal tax returns, and close payroll, sales tax, and withholding accounts
4. Send the Ohio Department of Taxation its Form D5 notification of dissolution
5. File the certificate of dissolution with the Secretary of State
6. Collect receivables, pay debts, and decide whether to give the optional notice to claimants
7. Distribute what remains to the members and close the bank account
8. Cancel licenses and permits, and keep your company records

The order is not rigid. Some owners file the certificate early and wind up afterward, since the LLC continues to exist for that purpose. Others finish nearly everything first. Talk to your accountant about which sequence fits your tax picture.

Keep the records. Bank statements, tax returns, the dissolution approval, and the filed certificate should go somewhere you can find them years from now. Questions about a closed company tend to show up long after everyone has forgotten the details, and the filed certificate in your portal is the proof that the company closed when you say it did.

What goes into an Ohio certificate of dissolution?

For an LLC, ORC 1706.471(B)(1) lists the contents. The certificate states the company's name and Ohio registration number, that the company has dissolved, any later effective date, and a copy of the notice the company will publish under ORC 1706.474(A), if it plans to give one. It can include other information the company considers proper.

Choosing the effective date

The certificate takes effect when it is filed unless it names a later date. A later date has to be a specific calendar date, and it cannot be earlier than the filing date. You cannot backdate a dissolution to the day you stopped working. If you want the company closed at year end for tax reasons, ask your accountant which date to use and we will put it on the certificate. A future date also gives you room to finish payroll and final invoices before the company's status changes on the public record.

Corporations attach more to their certificate. ORC 1701.86(H) calls for an affidavit about the counties where the corporation has personal property, plus evidence about taxes, unemployment contributions, and workers' compensation premiums, or the affidavit described in ORC 1701.86(I). That is the tax clearance question, below.

Do you need Ohio tax clearance to dissolve?

It depends on the entity. The rules for corporations and LLCs are different, and a lot of advice online mixes them up.

Corporations

An Ohio for-profit corporation's certificate of dissolution must be accompanied by evidence from the Department of Taxation that all taxes administered by the Tax Commissioner have been paid, under ORC 1701.86(H)(2). It also needs evidence for personal property taxes, unemployment contributions to the Department of Job and Family Services, and workers' compensation premiums, under divisions (H)(3) through (H)(5).

ORC 1701.86(I), as amended effective October 24, 2024, allows an affidavit in place of that evidence. The affidavit gives the date each agency was told in writing about the dissolution, acknowledges that dissolving does not by itself relieve the corporation of tax liabilities, and confirms the corporation sent the Department of Taxation its tax information on the Commissioner's form. That form is Form D5, Notification of Dissolution or Surrender.

Form D5 offers both routes. For a Certificate of Tax Clearance, the Department asks corporations to file at least 30 days before they plan to file with the Secretary of State, and says the certificate will not issue until every tax and fee it administers is filed and paid.

LLCs

ORC 1706.471 does not require tax clearance or an affidavit to accompany an LLC's certificate of dissolution. That does not mean an LLC can skip its taxes. Form D5 lists LLCs among the entities that use it to close Ohio tax accounts, and final returns are still due. Your accountant handles the returns; we tell you what the state forms ask for.

The optional notice to claimants for Ohio LLCs

ORC 1706.474 gives a dissolved LLC a way to put a deadline on claims. The company may publish a notice of its dissolution asking anyone with a claim to present it. The notice goes on the company's main website, if it has one, and is provided to the Secretary of State for posting on the state's website.

The notice must describe what a claim has to include, give a mailing address for sending claims, and state a two-year deadline. Once it is published, certain claims are barred unless a proceeding to enforce them starts within two years.

The notice is optional, and whether it helps depends on what kind of claims the company could face. That is a judgment for your attorney. If you plan to give it, the certificate of dissolution includes a copy, so decide before we file.

Why your statutory agent stays on record while you wind up

Owners often assume the agent can go the day the business closes. Ohio law says otherwise. Under ORC 1706.471(C), dissolving an LLC does not end its statutory agent's authority, and it does not stop or pause lawsuits by or against the company. A customer, a vendor, or the state can still serve the dissolved LLC through its agent.

That is exactly when a missed summons does the most damage. The owners have moved on, the office is closed, and nobody is watching the mail. A default judgment against a company that is supposed to be wrapping up is a hard thing to unwind.

With our Ohio statutory agent service, documents keep getting scanned the same business day they arrive, and service of process notifies every authorized contact and escalates to a phone call if nobody acknowledges it. If you cancel, billing ends at the period end, but the appointment stays active until a new agent is on record, and we keep accepting documents meanwhile. Our service is $49 a year, and it makes sense to keep it through the wind-up. When the company is fully wound up and you no longer need an agent on record, cancel the service and billing stops at the end of the period.

Dissolving an Ohio corporation or withdrawing a foreign entity

An Ohio corporation dissolves voluntarily by shareholder resolution. Under ORC 1701.86(E), shareholders may adopt the resolution at a meeting held for that purpose, and the default vote is two-thirds of the corporation's voting power. The articles can set a different proportion, but not below a majority, and notice of the meeting goes to every shareholder, whether or not they can vote.

After the vote, the corporation gathers the tax evidence or affidavit described above and files Form 561. Nonprofit corporations use Form 560 under their own chapter. Build in time for the tax side. If the corporation goes the certificate route, the Department of Taxation reviews every business tax account tied to it, and any missing return or unpaid balance holds things up until it is resolved.

Keep the shareholder resolution and the meeting notice with the corporate records. If anyone later questions whether the dissolution was properly approved, those papers are the answer. A corporate record book keeps them in one place.

An out-of-state corporation licensed in Ohio files Form 564 to surrender its license. An out-of-state LLC registered here files Form 618 to cancel its registration. Each is $50. The company keeps existing in its home state; it just stops being registered in Ohio.

How our Ohio dissolution service works

You give us the entity's legal name, its Ohio entity number, the effective date you want, and confirmation that the dissolution was approved as your governing documents require. We confirm which certificate applies, list what the state form asks for, and email a secure card link for our $75 fee plus the $50 state fee. Nothing is filed before you pay.

We file the certificate with the Secretary of State and upload the filed copy and state receipt to your portal. Questions first? Call (877) 908-6122, Monday to Friday, 9:00 AM to 5:00 PM ET. We do not give legal or tax advice, prepare tax returns, or decide when you are ready to dissolve.