C. Exit Strategy – Dissolving an Ohio Limited Liability Company
| How do you dissolve a Ohio Limited Liability Company?To dissolve your LLC in Ohio, you must provide the completed Certificate of Dissolution of Limited Liability Company / Cancellation of Foreign LLC form to the Secretary of State by mail or in person. The Ohio Secretary of State does not require original signatures. Checks for fees should be payable to “Secretary of State.”A dissolved Ohio LLC may not carry on any business except as appropriate to wind up and liquidate its business and affairs. Where do I send my Ohio LLC Certificate of Dissolution?Overnight or In-person:Secretary of StateBusiness Services Division180 E. Broad St., 16th FloorColumbus, OH 43215Non-Expedited Mail:Ohio Secretary of StatePO Box 1329Columbus, OH 43216Expedited Mail (include additional $100 fee):Ohio Secretary of StatePO Box 1390Columbus, OH 43216Phone: 614-466-3920Is there a filing fee to dissolve or cancel a Ohio LLC?To dissolve your Limited Liability Company in Ohio, a filing fee of $50 is required.Expedited processing is also available: Level 1 (by mail or walk-in): within 2 business days for $100Level 2 (walk in only): 1 business day for $200Level 3 (walk in only): 4 hours for $300Do you need a Department of Revenue clearance before the Ohio Secretary of State will accept your LLC dissolution?No. But you will have to go through the process of winding up the Ohio LLCs affairs, liquidating assets and paying any obligations – including any taxes owed.How long does it take the State of Ohio to process the filing?Mail or in person: 3-5 working days, plus additional time for return mailingFax Processing: 3-5 working days, plus additional time for return mailingExpedited processing: Level 1 (by mail or walk-in): within 2 business days Level 2 (walk in only): 1 business day Level 3 (walk in only): 4 hours; submit by 1:00 pm for same day processing For expedited processing write “EXPEDITE” on the envelope.You will receive a confirmation copy of the change by mail. You will also be able to print a copy directly from their website.How long before someone can take your business name?A business name is in “held” status for one year after it has been cancelled. If the business does not reinstate within one year from the date of cancellation, then the status will change to “canceled.” The name of a canceled entity is available for registration on a first come, first served basis.If, after your year was up, another entity takes that name and you later wished to reinstate, you would have to file an amendment to change the business name simultaneously with your reinstatement.What is the penalty if you do not dissolve properly and just don’t file your annual reports? It really depends, the short answer is: the filing fee for a basic reinstatement form is $25.If you need to reinstate because of a tax issue, you have to resolve that (including any amounts owed) with the Ohio Department of Taxation. Once resolved, they will issue a Certificate of Tax Clearance (also known as a D-3 certificate). Then you have to file the reinstatement paperwork ($25) with the Ohio Secretary of State.If your business was cancelled or judicially dissolved for failing to maintain a statutory agent; you would have to file the reinstatement paperwork ($25) and also appoint a statutory agent (another $25). Ohio Secretary of State:http://www.sos.state.oh.us/SOS/Businesses.aspx This is the process for an LLC in Ohio. If you are in another state with your business, you will need to look into their processes for dissolving your business. |