Saying Goodbye: How to Dissolve an LLC in Ohio

Winding up and saying goodbye to a business can be anything from sad to liberating. However, legal steps to dissolve an Ohio LLC are essential to close business affairs and protect the LLC owners. The procedure to close an Ohio LLC is not complex, and you can elect to dissolve one at any time. Read on to understand how to dissolve an LLC in Ohio.

Understanding LLC Dissolution in Ohio

Dissolving an LLC in Ohio can make sense if you created an LLC that you don’t need anymore, if the company is no longer economically viable, if the LLC’s purpose is completed, or for various other reasons. Dissolving a limited liability company can be best if you move on to other business ventures. 

To dissolve an LLC in Ohio, you will need to comply with Ohio’s revised code 1706.471. This involves filing a Certificate of Dissolution with the Ohio Secretary of State and a $50 filing fee. 

Why Dissolve an LLC in Ohio?

There are many instances where dissolution is the best choice for an Ohio LLC, for example, when you no longer want to operate the LLC or want to pursue another business venture. If you’re a visa holder who created an LLC, you don’t need to dissolve an Ohio LLC that is still in use or has a business purpose, even if you’re no longer in the US. 

Generally, business owners may choose to dissolve an Ohio LLC because of:

  • Loss of business viability 
  • Bankruptcy
  • Moving on to other business opportunities 
  • Closed business activities
  • Limitations to business operations in the US 

Examples of why you might close an Ohio LLC include: 

  • You created an LLC for a rental property and sold the property.
  • You created an LLC for an online business that you no longer operate. 
  • The business has merged with another company, and the LLC is no longer needed.
  • You created an LLC with the intention of starting a business but never started.

How to Dissolve an LLC in Ohio in 7 Steps

To dissolve an LLC in Ohio, you’ll need to follow the steps outlined in the company’s operating agreement as an owner of the LLC. You’ll need to complete the winding-up process for business assets and liabilities. Follow the steps below to get started.

1. Review Your LLC’s Operating Agreement

It’s essential to understand the specific dissolution procedures outlined in your LLC’s operating agreement. This will include key information on members’ ownership and voting rights within the LLC. It will also specify the signatures, voting, or other procedures required to dissolve the LLC. 

2. Vote to Dissolve an LLC

Convene and meet with all LLC members to discuss and approve the dissolution decision. Based on guidelines outlined in the operating agreement, this can be done online or in person and may require unanimous agreement. 

3. File Articles of Dissolution

Prepare and file the necessary legal paperwork, known as Articles of Dissolution, with the Ohio Secretary of State. You’ll need to include a cover letter with the filing and the form must be typed. Ohio requires a $50 filing fee. You can request expedited service that costs $100 for processing within two business days, $200 for processing within one business day, or $300 for processing within four hours. 

You can file online or through the mail. Online filings can be completed at the Ohio business portal, or you can mail the Articles of Dissolution to:

Regular Filing (non-expedited) 

P.O. Box 1329 

Columbus, OH 43216

4. Notify Tax Agencies and Pay Remaining Taxes

Ensure you file all necessary tax returns, including income and employment tax returns, with the appropriate tax authorities and pay all LLC tax obligations as part of dissolution. When filing taxes with the IRS, you must check the final return box on your company’s federal tax forms. Consult a tax professional or CPA to ensure the LLC meets all tax filings and the correct forms. 

5. Inform Creditors and Settle Existing Debt

The next step to winding up a business is to settle all debt. Plan to pay off all credit card debt or loans and fulfill obligations with creditors. You should also notify creditors and close any lines of credit as part of dissolving an LLC to close the business credit history.  

6. Wind Up Other Business Affairs

As part of closing an Ohio LLC, you will need to take additional steps for winding up the business, including selling machinery, inventory, or assets. You’ll also need to inform suppliers, customers, and other key stakeholders. If you have employees, inform them and make relevant plans for a severance package, letters of recommendation, or new job opportunities. 

If you used an Ohio registered agent service, inform the registered agent and cancel the service. Finally, close business bank accounts, cancel business licenses, and close any other business accounts or lines of credit. 

7. Distribute Remaining Assets

Once all debts and liabilities are covered, the remaining assets can be distributed to LLC members according to the operating agreement. Assets are distributed according to each member’s ownership percentage and any other stipulations in the operating agreement. Once all debts, obligations, and tax liabilities have been settled, you can distribute the remaining assets among the LLC members to finalize business dissolution. 

How Much Does It Cost to Dissolve an LLC in Ohio?

It costs $50 to file the Articles of Dissolution in Ohio. In addition, you can opt for expedited service that takes between 4 hours and 2 days and costs between $100 and $300, depending on your chosen processing speed. 

Should I Dissolve My LLC Myself or Hire an LLC Dissolution Service in Ohio?

You can choose to dissolve an LLC yourself, including ensuring all the steps of winding up the business. However, as a business owner, getting professional help can save you both time and money. The support of a tax professional, lawyer, or professional dissolution service can provide essential expertise to wrap up the business while ensuring compliance. 

Tapping into professional assistance to facilitate the process can offer significant benefits even with a simple dissolution. You could hire professionals to handle the dissolution for you, to free up your time to focus on new opportunities. 

How doola Can Help You Dissolve an Ohio LLC

When closing an Ohio LLC and wrapping up business operations, dealing with dissolution paperwork and ensuring correct filing can be an additional burden. doola offers customized LLC dissolution services to help you easily close the business. 

With doola dissolution service, you just need to create an account and upload basic information about your company. Then, doola will prepare the Articles of Dissolution and get back to you if any additional information is needed. When Ohio confirms the dissolution, it will inform you immediately. Get doola LLC dissolution to save time!

FAQs

How long does it take to dissolve an LLC in Ohio?

It typically takes three to five business days to dissolve an LLC in Ohio. However, if needed, you can pay for expedited service to dissolve an LLC within four hours.

Can I dissolve my LLC without notifying my members in Ohio?

You need to inform all LLC members before dissolving an LLC in Ohio. Whether you need written agreement from all LLC members or unanimous agreement will be outlined in the LLC’s operating agreement. 

Can I dissolve my LLC if I have pending lawsuits in Ohio?

You must follow all applicable Ohio laws. Generally, you cannot dissolve an LLC that has pending lawsuits, but Ohio doesn’t require the publication of a Notice of Dissolution of an Ohio LLC.

Can I cancel my EIN once my LLC is dissolved in Ohio?

You can’t cancel an EIN even if you close an Ohio LLC. However, you need to request closing of the account with the IRS by providing a letter with the complete legal name of the entity, the EIN, the business address, a copy of the EIN Assignment Notice issued with your EIN, and the reason for closing. Learn about canceling your EIN here

What happens if I don’t properly dissolve my LLC in Ohio?

You might face additional tax payments, fees, or penalties if you don’t properly dissolve an Ohio LLC. To avoid future complications, take the steps to properly file the Articles of Dissolution with the Secretary of State. 

Can I reopen a dissolved LLC in Ohio?

You cannot reopen a dissolved Ohio LLC. You can, however, reinstate an inactive or canceled company. You can also reinstate an Ohio LLC that’s been administratively canceled for tax reasons. You’ll need to obtain a Certificate of Tax Clearance from the Ohio Department of Taxation that states the tax liability has been cleared. 

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