How to withdraw a foreign LLC or corporation from Ohio

What does it mean to withdraw a foreign LLC from Ohio?

When an out-of-state company registered in Ohio, it got permission to transact business here. Withdrawing gives that permission back. The company keeps existing wherever it was formed. It simply stops being on Ohio's list of companies authorized to do business in the state.

Ohio uses different words for each entity type, and the forms follow the words:

The registration itself is explained in our guide to Ohio foreign LLC registration. This page picks up at the other end: the decision to leave, the filings, the tax side, and what happens to your Ohio statutory agent afterward.

Why not just stop doing business in Ohio?

Because nothing in Ohio expires on its own. A foreign LLC registration stays effective until the LLC cancels it or the Secretary of State cancels it. While it is effective, ORC 1706.09(A) requires the LLC to keep an Ohio statutory agent.

The corporate statute is blunter. ORC 1703.17(G) says the "mere retirement from business" of a foreign corporation without filing a certificate of surrender does not exempt it from Chapter 1703's reporting and fee requirements or from excise or franchise fees and taxes.

Letting the agent lapse is not a clean exit either. Under ORC 1706.09(L), an LLC that stops maintaining an agent and does not cure that within 30 days of the state's notice has its registration cancelled. That is a forced cancellation, on the state's timeline, with lawsuits served through the Secretary of State in the meantime. Filing the certificate yourself puts the end date on your terms.

Should you withdraw, or keep the Ohio registration?

Withdrawing is not always the right call. A foreign LLC registration in Ohio has no annual report and no renewal fee. The ongoing cost is the statutory agent, which with us is $49 a year. Some companies keep the registration for a while on purpose.

Reasons to keep it, at least for now

• You expect to come back. Returning after a withdrawal means filing a new registration and paying the $99 fee again.
• You may need to sue an Ohio customer. ORC 1706.515 bars a foreign LLC from suing in an Ohio court to collect its debts until it has an effective registration.
• Ohio contracts, warranties, or service obligations run for another season or two.

Reasons to withdraw now

• The Ohio work is finished and will not return.
• You are closing the company everywhere and want every state record to show the end date.
• You want to stop paying for an Ohio agent and would rather end the registration cleanly than have the state cancel it later for having no agent.

If the decision depends on whether a remaining activity counts as transacting business, or on a claim you might need to bring, get your attorney's view first.

Before you file: a withdrawal checklist

1. Confirm the Ohio work has really ended: no Ohio office, employees, inventory, or ongoing jobs. If some activity will continue, ask your attorney whether it still counts as transacting business before you withdraw.
2. Finish or assign open Ohio contracts. Collect what you are owed while you still have the standing to sue in Ohio courts.
3. Talk to your accountant about final Ohio returns and closing tax accounts: Ohio employer withholding, sales tax, commercial activity tax, and city income tax where they apply.
4. Decide whether you will keep an Ohio statutory agent after the cancellation, or give a street address where process can be mailed instead.
5. Gather the details: the Ohio registration or license number, the exact name on the Ohio record, any assumed name used here, and the home jurisdiction.
6. Corporations only: allow time for the tax affidavits or the Department of Taxation's process before filing Form 564.

How to fill out Ohio Form 618, field by field

Form 618, Certificate of Cancellation of Registration of a Foreign Limited Liability Company, is at revision 10/2024. It must be typed, single-sided on 8½ x 11 paper, with no Social Security or tax ID number anywhere on it. The contents come straight from ORC 1706.514(B).

Return block and service type

Name, required email, address, and phone for the filed copy. Regular service is listed at 3 to 7 business days; expedited tiers and a preclearance review are available for an added state fee.

LLC information

The name as it appears on the Ohio record, the name in the home jurisdiction if different, the jurisdiction of formation, and the Ohio registration number. If the LLC registered under an assumed name, the cancellation withdraws it, along with any other assumed name filings tied to the company (ORC 1706.514(B)(5)).

Series LLCs

If the LLC has series, one certificate covers them. ORC 1706.514(B)(3) has the company state that it and all of its series will stop transacting business in Ohio, and under division (C) the company and every series lose their Ohio authority on the same day. Make sure no series still has Ohio work underway before you sign.

Statutory agent, or no agent

Give the current agent's name and Ohio street address. P.O. boxes and private mailbox stores are not accepted, except a P.O. box paired with a rural route number. If the LLC will not maintain an agent, say so and give a street address where process may be mailed under ORC 1706.09.

Mailing address

A separate address where process, notices, or demands can be mailed if the agent's authority is revoked. Use one that someone will actually check for years, not an office you are closing.

Signature

At least one authorized person signs. An entity signer prints its name on the signature line and a representative signs on the "By" line with a printed name and title. A typed name counts as intent to sign. The signature page carries the statements the statute requires: the LLC and its series stop transacting business in Ohio, give up that authority, and cancel the registration.

Note the mailing address. Paper filings of Form 618 go to P.O. Box 1329 for regular service and P.O. Box 1390 for expedited service, both Columbus, OH 43216, with a check or money order to the Ohio Secretary of State. That regular-service box is not the one used for Form 617, so do not reuse an old envelope. Online filing through Ohio Business Central is also available.

Surrendering a foreign corporation license: Form 564

A corporation licensed under the steps in our Ohio foreign corporation license guide leaves by filing Form 564, Certificate of Surrender of Foreign Licensed Corporation. ORC 1703.17(B) requires the corporation's name and home state, a statement that it surrenders its license, and the address where the Secretary of State may mail any process against it. Form 564 also asks for the Ohio license number.

An authorized officer signs, or a receiver, bankruptcy trustee, or other liquidator. Mail goes to the same P.O. Box 1329 (regular) or 1390 (expedited) in Columbus.

The difference from the LLC form is the tax paperwork. ORC 1703.17(C) calls for evidence that franchise, sales, use, and highway use taxes and personal property taxes are paid, evidence from the Director of Job and Family Services that unemployment contributions are paid or not owed, and an affidavit naming any Ohio counties where the corporation has personal property. Division (D) allows an affidavit in place of the first three items, which the next section covers.

Already dissolved at home? ORC 1703.17(E) lets a corporation file a certificate from its home state's official showing the dissolution, or a certified copy of a court order ending its existence, instead of a certificate of surrender. It still gives the address for mailing process.

Do you need Ohio tax clearance to withdraw?

Foreign LLCs

Not for the Secretary of State filing. ORC 1706.514 says nothing about taxes, and Form 618 has no tax section. That does not close anything with the Department of Taxation. Ohio's Form D5, Notification of Dissolution or Surrender, lists LLCs among the entity types that use it when closing, and final returns are still due. Your accountant handles those.

Foreign corporations

Yes, in one of two forms. Form D5 offers a Certificate of Tax Clearance method, tied to ORC 1703.17(C), and an Affidavit method, tied to division (D). For the certificate, the Department asks for the form at least 30 days before the corporation intends to file with the Secretary of State, and it will not issue the certificate until every tax and fee it administers is filed and paid.

The affidavit route is built into Form 564 itself. An officer swears, before a notary, the date each agency was told in writing of the planned surrender: the Department of Taxation's Dissolution Section, Job and Family Services, and the treasurer of any county named. The officer also acknowledges that surrendering does not release the corporation from taxes and contributions owed. A second notarized affidavit states whether the corporation has personal property in any Ohio county.

Form D5 goes to the Department of Taxation's Tax Release Unit by mail at P.O. Box 182382, Columbus, OH 43218-2382, or by email to the address printed on the form. Which route fits, and when to start, is a call for your accountant.

What happens to your Ohio statutory agent after you withdraw?

For an LLC, the agent stays. ORC 1706.514(D) says the cancellation does not terminate the authority of any statutory agent the company appointed. A former customer or vendor can still serve the LLC through that agent after it has left. To end the appointment, the agent resigns on Form 521, and for an LLC the resignation takes effect 30 days after filing; see how an Ohio statutory agent resignation works.

For a corporation, the surrender leads the Secretary of State to cancel the license (ORC 1703.17(F)). ORC 1703.19 then makes the Secretary of State the corporation's agent for service once its license has been cancelled, and the state forwards papers by certified mail. That is why the process address on Form 564 matters.

Either way, a lawsuit can follow a company out of Ohio. If you keep us as your Ohio statutory agent through the wind-down, papers keep getting scanned the same business day, and service of process escalates to a phone call if nobody acknowledges it. Our service is $49 a year. If you cancel, billing ends at the period end, and the appointment stays active until a new agent is on record, with us accepting documents meanwhile. If something does arrive, our guide on what to do when your business is served with a lawsuit is the place to start.

After Ohio files the cancellation or surrender

An LLC's cancellation takes effect when the Secretary of State files it (ORC 1706.514(C)). For a corporation, the Secretary of State cancels the license, notes it on the record, and mails a certificate of the action (ORC 1703.17(F)). Then:

• Keep the filed certificate with the company's permanent records. Lenders, buyers, and auditors in later years may ask when the company left Ohio.
• Close or update Ohio tax accounts as your accountant directs. The Secretary of State filing does not do it.
• Cancel local licenses and permits that were issued for Ohio work.
• Leave the home-state records alone unless you are closing there too. Withdrawal from Ohio has no effect on the home-state entity, its agent, or its filings.
• If you are closing the company entirely, file the dissolution in the home state too. That is a separate filing in that state.

Our dissolution and cancellation service prepares Form 618 or Form 564 for $75 plus the $50 state fee, files it, and puts the filed copy in your portal, along with a plain-language list of tax clearances the state may ask for.