How to Dissolve an LLC in Ohio

Why wait until it's too late? As an LLC owner, you have the responsibility to officially terminate your company. Failing to dissolve your LLC properly leads not only to financial trouble such as penalties and tax liabilities but also legal ones including lawsuits.

Why Dissolve an LLC

No one wants to deal with business issues that no longer exist. We are sure, you also do not want to be held back by anything related to your LLC, that you do not want to continue.

Therefore, formally dissolving an LLC online is important for the following reasons:

  • No More Obligations to Pay LLC Annual Fees and Taxes
  • You Will Not be a Defaulter of any State or Fedral Agency
  • No Surprises With Lawsuits for Unpaid Debts

How to Dissolve an LLC in Ohio | Step by Step Guide

We know wrapping things up is more difficult than starting a new venture. Your level of enthusiasm is not the same while terminating your Limited Liability Company (LLC) compared to the energy you once had when you conceptualized an innovative business idea and materialized in the form of your LLC.

But, some things in life are inevitable. Even terminating your LLC is your voluntary decision, it still feels heavier to carry out the last few duties. Well, we can relate to your feeling.

This is why, in this LLC dissolution guide, we tried to make things simpler and easy for you in 5 simple steps. 

  1. Decide to Dissolve your LLC
  2. Get an Expert Advice
  3. Resolve Your Financial Obligation
  4. File Ohio Article od Dissolution
  5. Some Important Closings Related to Ohio LLC

Keep on reading to learn the whole process of LLC termination in simple and concise steps.

Step #1

Decide to Dissolve your LLC

If your LLC dissolution is voluntary, the LLC owners must make the decision to dissolve their LLC according to the guidelines drafted in the LLC articles of organization

Remember to document the final decision with a written agreement. To do so:

  • Hold a meeting of LLC members
  • Take a vote with LLC members to terminate the LLC
  • Determining the formal date of dissolution
  • Through the LLC's meeting minutes, record the LLC dissolution vote 

Follow Your LLC Operating Agreement

An LLC operating agreement is the document that contains the information from an LLC's day-to-day operation to the termination of an LLC. Most Ohio LLCs outline all the steps for LLC dissolution. While terminating your LLC, follow the guidelines stated in your Ohio LLC operating agreement.

In case you had not defined the LLC dissolution process in your Ohio LLC operating agreement, you must consult the Ohio Secretary of state for further instructions.

Step #2

Get an Expert Advice

Terminating an LLC is a delicate and multi-step process. It is highly recommended that you seek professional help. Depending on your LLC's personalized needs, expert advice may come from accountants, bankers, lawyers, the IRS, business brokers, tax experts, auctioneers, etc.

If you have been running your business in a compliant manner, you may not need all the professionals to dissolve your LLC. Hiring any of the famous LLC services online will suffice you. 

LLC services such as IncFile or LegalZoom take care of everything related to closing your business. You can pick a package satisfying your LLC needs, and there you go.  

Step #3

Resolve financial obligations

Although the state of Ohio does not require you to obtain tax clearance before dissolving your LLC, it is important to resolve any outstanding tax and other financial obligations before filing the Certificate of Dissolution with your state.

Failure to resolve these issues will result in penalties and interest assessed by state and federal tax agencies. If your LLC owes back taxes to the IRS or any other state agency, you will receive a Notice of Federal Tax Lien or a Notice of State Tax Lien. 

Once the IRS places a tax lien on your LLC's property, it can be very difficult to get the tax lien released. To avoid all such stress and headache, you should resolve all the financial obligations on your Ohio LLC. Some common Ohio LLC financial obligations are listed below:

Ohio LLC Taxes

While filing income tax returns, check the box that indicates the document is a final return. Many state revenue agencies in Ohio require additional filings for sales tax.

If your LLC has employees, you may risk personal liability if you fail to obligate your payroll tax responsibilities. Inform your Ohio state and federal tax agencies that your business is closing. Moreover, notify them that you will cease to file an employer's quarterly tax form and unemployment returns.

Business Debts

Notify all creditors and lenders of your LLC of your dissolution and settle the remaining debt. Moreover, contact the business associates who owe payment to you or to whom you owe a payment.

In case you can not pay your debts, you should consider filing for bankruptcy. It's recommended to discuss with your attorney, accountant, and insurers to ensure that everything is accounted for. 

Step #4

File Ohio Articles of Dissolution

Ohio Certificate of Dissolution is the legal document that you file with the Ohio Secretary of State to dissolve your LLC voluntarily. 

Important Note: Ohio Certificate of Dissolution form must be typed. Handwritten forms are not accepted.

Once the LLC Certificate of Dissolution has been filed and processed by the concerned authority, your LLC will be officially dissolved and no longer legally exist.

Dissolve a Domestic LLC in Ohio

You can file the Ohio Domestic LLC Certificate of Dissolution with the Ohio Secretary of State online or by downloading the form.

Complete the Certificate of Dissolution form, sign the document, and send it to the Ohio Secretary of State at the address given below:

Mailing Address:
Ohio Secretary of State
P.O. Box 1329
Columbus, OH 43216

Cost of Domestic LLC DissolutionIn Ohio

Ohio Domestic LLC Certificate of Dissolution Fee is 50. Expedite option is also available. This fee is payable to the Secretary of State and can be paid through credit card, check, or money order.

Dissolve a Foreign LLC in Ohio

File the Ohio Foreign LLC Certificate of Dissolution with the Ohio Secretary of state online or by downloading the form given below:

Complete the Certificate of Dissolution, sign the document, and send it to the Ohio Secretary of State at the address given below:

Mailing Address:
Ohio Secretary of State
P.O. Box 1329
Columbus, OH 43216

Cost of Foreign LLC DissolutionIn Ohio

Ohio Foreign LLC Certificate of Dissolution Fee is $50. This fee is payable to the Secretary of State and can be paid through credit card, check, or money order.

Step #5

Step 5: Some Important Closings Related to Ohio LLC

Close your EIN

LLCs are required to contact the IRS (Internal Revenue Service) to close their Employer Identification Number (EIN) account. The IRS cannot cancel your EIN account, but you notify the agency that you no longer plan to use that EIN in the future by closing your EIN account.

When closing a business as an LLC, the IRS provides a checklist of typical tax actions to take. Make sure you fulfill all the requirements. 

Close Your Business and Tax Accounts

While operating as Ohio LLC, you would have various tax accounts maintained by different departments within the state of Ohio. Some of the common taxes that an LLC may owe are:

  • Sales & Use Tax
  • Employee Withholding Tax
  • Unemployment Insurance Tax
  • State Income Tax
  • Local Taxes

Simply filing a final return to the concerned tax agency usually means closing your tax accounts. However, you may need other official paperwork to close some accounts. Contact the concerned tax agency to close your tax account.

It is also important to close your business bank account and cancel your credit cards to avoid any financial or legal trouble in the future. 

Cancel Licenses, Permits, Professional Registrations, and Business Names

After terminating your Ohio LLC, it is crucial to cancel all licenses and permits that you will no longer need. Doing this will protect your reputation and finances.

Trade name, Assumed Name, or Doing Business As (DBA) is a business name other than your own name that you registered with the state or local government for rebranding, branching out into new services, products, or brands, or franchising purposes, etc. 

If you have registered an Ohio assumed name, you must cancel that business name registration with your local government.

Winding Up | Things to Do After Dissolving your Ohio LLC

After the dissolution, your LLC continues to exist to take care of certain final matters. These matters are known as “winding up” the business. To handle winding up your LLC, you are required to designate one or more LLC members or LLC managers.

Ohio's LLC Act outlines the following key winding up tasks:

  • As a going concern for a reasonable time, preserving the LLC's business or property
  • Prosecuting and defending all civil, criminal, or administrative proceedings and actions 
  • Discharging LLC liabilities
  • Settling all LLC disputes by arbitration or mediation 
  • Transferring and disposing of LLC property
  • Paying off debts to creditors and lenders
  • Distribution of the remaining LLC assets among LLC members.

Involuntary Ohio LLC Dissolutions

The state of Ohio can cause an LLC LLC to be involuntarily dissolved. There are several reasons for involuntary LLC dissolution and mostly revolve around significant mistakes made by LLC members. Some of the reasons are:

  • If LLC is fraudulently formed in the first place 
  • LLC did not appoint a registered agent let the registered agent lapse
  • If LLC failed to file the proper forms to change the registered agent
  • If LLC abused the privilege to operate a business in Ohio
  • If LLC did not pay taxes, annual reports
  • If LLC fails to operate in Ohio state-compliant manner  

It is advisable not to operate your LLC in a manner leading to the state dissolving it against your will. The penalties and legal consequences are steeper than you might imagine. 

For instance, your LLC cannot operate in Ohio ever again after the involuntary dissolution. You would need to create an LLC again from the start, which would cost you time, money, and mental peace.

If you continue to operate a non-compliant LLC in Ohio, you could open yourself up to all sorts of legal issues. Therefore, when it comes to following the state rules and regulations, be mindful and stay compliant.

FAQs on How to Dissolve an LLC in Ohio

How do I dissolve my LLC in Ohio?

To dissolve your LLC in Ohio, you are required to file a signed Certificate of Dissolution form with the Ohio Secretary of state. Meanwhile, you can proceed with the winding-up process of your LLC.

How do I close a business in Ohio?

To dissolve a business in Ohio you need to follow the following steps:

  1. Hold a meeting of business owners and record a resolution to Dissolve the Ohio business.
  2. Resolve all the finacial obligations
  3. File cancelation certificates with the state
  4. Clear up any business debts
  5. Distribute the remaining assets among business owners
  6. Close all business bank accounts
  7. Cancell all the business licences and certificates that you no longer wish to use

How long does it take to dissolve a business in Ohio?

Processing of articles of dissolution usually takes approximately 3-5 business days. 2 days expedited filing option is also available but you need to pay $100 extra.

Is it hard to dissolve an LLC?

Dissolving a business seems hard at the start. However, this is the best practice to avoid future penalties, liabilities, and lawsuits which are harder to deal with. How to dissolve an LLC guide made the LLC dissolution simple and straightforward. Follow the guide and shut the doors of lawsuits or penalties forever.

Why would you dissolve an LLC?

No one wants to deal with business issues that no longer exist. Therefore, formally dissolving an LLC is important for the following reasons:

  • No More Obligations to Pay LLC Annual Fees and Taxes
  • You Will Not be a Defaulter of any State or Fedral Agency
  • No Surprises With Lawsuits for Unpaid Debts

What is the difference between dissolution and termination?

The terms LLC termination and LLC dissolution are often used interchangeably but have distinct legal meanings. When an entity ceases to legally exist, it is called termination of the entity. On the other hand, dissolution is the winding up of the affairs of the entity before the termination of the entity.

How much does it cost to dissolve an LLC?

Ohio Foreign LLC Certificate of Cancelation Fee or domestic LLC Certificate of Dissolution fee is $50. This fee is payable to the Secretary of State and can be paid through credit card, check, or money order.

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