How to Dissolve an Ohio Corporation in 2023

The Basics of Dissolving an Ohio Corporation

In general, every dissolution follows the same basic structure, with 5 basic steps. There are, of course, a lot more “nuts and bolts” to the process (read more about them here), but for now, let’s get a bird’s eye view:

• Vote to dissolve the corporation: Corporations are not solo endeavors, and ending them isn’t one individual’s call. First, your board will need to convene and vote on a motion to dissolve the corporation. After that, some corporations will need to have their shareholders vote for the dissolution as well (depending on the corporation’s bylaws).
• File the dissolution paperwork: Once your corporation’s members have decided to dissolve, you’ll reach out to the Ohio Secretary of State and fill out the appropriate Certificate of Dissolution.
• Fulfill your tax obligations: Your corporation will need to pay any taxes due to the IRS and the Ohio Department of Taxation. This can be a multi-step process as you liquidate assets and pay any creditors.
• Cancel licenses and close accounts: If your corporation maintains any licenses or permits, this is the time to cancel them so you aren’t charged renewal fees. You should also close down accounts with vendors and your bank (once your financial affairs are settled).
• Notify your stakeholders: A dissolving corporation must settle any financial debts, liquidate its assets, and distribute the appropriate funds to its shareholders. Stakeholders must be notified so they can lay claim to their share in a timely fashion.

That’s the gist of dissolving an Ohio corporation. But before you can truly start the process, you’ll need to answer one important question.

Who’s Dissolving the Ohio Corporation?

Two key groups can dissolve a corporation: the original incorporators and the initial board of directors or the shareholders. The group initiating the dissolution affects how you file with the Secretary of State. So let’s talk about each.

Dissolving an Ohio corporation by the incorporators or initial board of directors

In some cases, an Ohio corporation might decide to dissolve before they really get things up and running. More specifically, if the corporation hasn’t issued stock or conducted any business yet, then the incorporators or initial directors will be the ones who vote to dissolve the corporation.

Once the dissolution vote passes, the corporation has a few steps before filing the dissolution paperwork. For starters, you’ll need to file a Notification of Dissolution or Surrender with the Department of Taxation. You’ll also notify the Ohio Bureau of Workers’ Compensation and the Ohio Bureau of Job and Family Services in writing that you’re dissolving.

Then you can get started on the Certificate of Dissolution. This is a pretty lengthy document; here’s the information you’ll need to include:

• A completed cover letter with contact information
• Name of the corporation
• Charter number for the business
• City and county of the principal office
• Internet addresses for each domain owned by the corporation
• Name and address of the registered agent (and signature of consent if appointing a new one for dissolution proceedings)
• Effective date for the filing
• An attachment of the notice you sent to government agencies regarding dissolution
• Description of how the dissolution was approved
• Name and address of each incorporator
• Name and signature of a majority of the incorporators
• Attached, notarized affidavit that you’ve notified your agencies
• Completed notice to stakeholders and creditors
• Completed affidavit of personal property (must be notarized)

The “Certificate of Dissolution” actually contains several forms all looped together, and it’s important to take the time to fill them all in to compliantly dissolve your business. There is a $50 fee for this filing. Ohio usually processes most paperwork within 4-6 business days.

Dissolving an Ohio corporation by the shareholders

In a corporation that has issued shares, the dissolution process looks just a tiny bit different. In most cases, the board votes for a motion to dissolve the corporation. Then that vote is brought before the shareholders for approval.

Once that approval is obtained, the corporation can file the paperwork components of the process. This includes the Notification of Dissolution or Surrender (linked above), notifying the appropriate government agencies, getting tax clearance from the Department of Taxation, an Affidavit of Personal Property, an Affidavit of Notification, and of course, the Certificate of Dissolution.

These forms are almost identical to those above, but the key difference will be the description of who voted for the dissolution and who signs the form at the end. It still costs $50 to submit, and you can expect it to be processed within 4-6 business days.

What About Administrative Dissolutions?

Sometimes, the state of Ohio may force a corporation to dissolve against its will. Usually, this happens because a corporation hasn’t filed its annual report, paid its taxes, maintained its registered agent, renewed appropriate licensure, or some other clerical error. A corporation may also be dissolved for any activities that are ruled fraudulent or otherwise harmful to the public.

In most cases, these corporations can be restored and resume business. The process can be quite a hassle, but it is manageable. First, a corporation must resolve whatever issue caused its dissolution. A corporation with defunct annual reports, for example, would need to submit the reports and pay any missing fees (plus late fees).

After that, you’ll need to get a certificate of tax clearance for the Department of Taxation. Then you can file for reinstatement directly with the Secretary of State. There is a $25 fee. Please note that your name is only protected for a year after dissolution; if it’s been longer than that, you’ll have to check if your name is still available.

It’s far easier to avoid dissolution entirely; remain compliant with your corporation, and you can skip this step completely.