Have you decided to stop transacting business with your Ohio limited liability company? The state of Ohio legally requires all business entities to go through a formal dissolution process.
What does this process entail, and how does it differ for domestic and foreign entities? In this guide, we’ll answer all the tough questions about dissolving an LLC in the state of Ohio.
Guru Tip: If you'd like help dissolving an LLC, the same services that form an LLC can also take care of the dissolution logistics and paperwork with the state.
What Does It Mean to Dissolve an LLC?
Dissolving a company is an official means of permanently closing your business. While filing the dissolution documentation with the state of Ohio is certainly an important part of the process, it’s not the only step. You should also liquidate your business assets, settle any liabilities, and send legal notifications to anyone that had an interest in your company.
Keep in mind that if you fail to complete these steps, you as a business owner could be held personally liable for any outstanding debts or liabilities of your limited liability company. Now that we’ve discussed what exactly dissolving an LLC is, let’s dive into the details of how this process is carried out in the state of Ohio.
How to Dissolve a Domestic Ohio LLC
If your limited liability company is domestic to the state of Ohio (meaning that it was formed in Ohio), then you can dissolve your LLC by filing the Certificate of Dissolution of Limited Liability Company and Cover Letter with the Secretary of State’s office. These forms can be filed online or printed out and filed by mail from this link. The Certificate of Dissolution (and the accompanying Cover Letter) will require the following information:
- Individual/business name
- Mailing address
- Contact information
- Type of filing (standard or expedited service)
- Type of entity (domestic or foreign)
- Ohio registration number
- LLC name
- Effective date of dissolution
- Signature of authorized representative
Once you have provided the necessary information, you will need to include payment of the $50 filing fee. Checks must be payable to the “Secretary of State.” Finally, you can send the Certificate of Dissolution (with the cover letter) and check to this address:
Ohio Secretary of State
P.O. Box 1329
Columbus, OH 43216
If you choose expedited filing (and pay the additional $100 fee), you will need to send the paperwork to this address instead:
Ohio Secretary of State
P.O. Box 1390
Columbus, OH 43216
Typically, regular business filings take 3-5 business days to be processed, while expedited filings can be processed in 1-2 business days.
How to Dissolve a Foreign LLC in Ohio
Do you need to dissolve a limited liability company based outside of Ohio, but qualified to transact business within this state?
If your LLC was formed outside of Ohio, you still need to file the Certificate of Dissolution of Limited Liability Company and Cover Letter with the Secretary of State, but you will fill out the forms a little differently. In addition to the information outlined above, you must also provide the LLC name in the foreign jurisdiction (if different from the name used in Ohio).
Just like domestic LLCs, foreign LLCs must pay the $50 filing fee and make the check payable to the “Secretary of State.” The paperwork can be sent to the same address for standard filings:
Ohio Secretary of State
P.O. Box 1329
Columbus, OH 43216
And expedited filings:
Ohio Secretary of State
P.O. Box 1390
Columbus, OH 43216
You should expect your filing to be processed in 3-5 business days, or 1-2 business days if you pay the $100 expedited filing fee.
What Else Do I Need to Know About LLC Dissolutions in Ohio?
In Ohio, business names are protected for up to one year after filing for dissolution. So, if you would like to reinstate your dissolved LLC during this period, you can do so using the same business name. However, once the year is up, someone else can claim and begin using the name.
While you do not need the approval of the Ohio Department of Revenue to dissolve, you will need to pay all state taxes before the Secretary of State will process the dissolution.
In some cases, an Ohio LLC can be judicially dissolved for failing to maintain a statutory agent. If this happens, you simply need to pay the $25 reinstatement fee and appoint a statutory agent in order to be reinstated.
Conclusion
Whether you’re dissolving a domestic or foreign limited liability company, the process isn’t complicated.
The dissolution process in Ohio is virtually the same for both domestic and foreign LLCs.
Our final note in this guide is that you should make certain each step of the process outlined in this guide is followed closely, to avoid any unforeseen snags with your dissolution. We hope this article helped you to better understand the dissolution process for an Ohio LLC!