What Is Ohio Dissolution?
If your company operates in Ohio, then it is registered with the state. Thus, it is necessary to officially end its existence through the proper dissolution process. Through this, your company is informing the state that it will no longer continue business in Ohio. It will also not be liable for tax obligations.
Why Does A Company Dissolve?
Why do companies need to dissolve? – Ohio requires all companies operating within the state to dissolve officially when they decide to cease their business activities. When forming a business in the state, your company had to go through a process and file paperwork. Likewise, your company has to submit paperwork for dissolution.
Who makes the decision to dissolve? – LLCs need their members’ approval, while corporations require the board of directors to come up with a resolution. After that, the corporation’s shareholders will vote on the resolution to dissolve during a meeting.
How long does it take to dissolve a business? – The time frame to complete the whole process may vary, depending on how your company deals with the approval of a resolution, completion of necessary documents, and settling all obligations. You may also have to consider the processing time of the Secretary of State, which may take 3-5 days for LLCs and 4-6 days for corporations.
What Happens If Your Company Does Not Formally Dissolve?
Your company remains a state-registered entity until it formally dissolves. Although Ohio companies do not have to file annual reports, they will still have obligations with the state. Since it still exists, your company will also be vulnerable to claims.
Steps To Dissolve Your Business
Your company has to go through the process that Ohio has set for companies that want to dissolve.
1. File Articles of Dissolution with the state – An LLC must file a completed Certificate of Dissolution of Limited Liability Company/Cancellation of Foreign LLC form, while a corporation must submit a completed Certificate of Dissolution by Shareholders, Directors, or Incorporators. You must file the appropriate form by mail, online, or in person with the Secretary of State.
2. Remove all liabilities and obligations –Your company may designate one or more members or officers to handle the winding up of the business. Liquidate all the assets of your company and settle all its obligations. If the company has remaining assets, distribute them to members or shareholders.
3. Give notice to any claimants – To limit your liability and safely distribute the assets of the company, you may send a notice to all known claimants. Inform them about the dissolution, where they can send claims, and the deadline. Check the General Corporation Law of Ohio to further understand what your company must include in the notice.
4. Tax clearance – Ohio does not require LLCs to submit a tax clearance. However, your company should make sure that it settles all obligations. Corporations need to obtain a tax clearance certificate from the Ohio Department of Taxation.
5. Close all bank accounts, credit lines, permits, and licenses – Use the funds of the company to settle all obligations and payments due. After that, you can close all bank accounts under the company name. You should also cancel the company’s permits and licenses since you will no longer need them.
How DoMyLLC can assist with streamlining the process
Closing a business in Ohio requires you to handle various tasks. It may be too much work for some people. If this is the case for you, you may have to rely on a professional. Our services include personalized solutions and live support from a team of experts. Contact DoMyLLC now and let us assist you with the dissolution of your company in Ohio.
Ohio Dissolution FAQs
The filing fee for dissolution in Ohio is $50. A company has to pay an additional fee for expedited processing. it can choose from the following:
- Within 2 business days (for mailed and in-person filings) – $100
- 1 business day (in-person filings) – $200
- Within 4 hours (in-person filings – $300
LLCs do not need a tax clearance from the Department of Revenue. But corporations have to obtain clearance.
Normal processing for LLCs takes 3-5 business days. You may also have to wait for a few more days for the return mailing. Corporations have to wait 4-6 working days for processing. You can have expedited processing for a fee.
The state will protect your company name for 1 year from the dissolution date. It will remain in the held status during that time.
Ohio Business Resources
Ohio Office of Secretary of State
Ohio Secretary of State
180 Broad Street, 16th Floor
Columbus, OH 43215