How to Dissolve an LLC in Ohio: A Simple Guide

Closing your Ohio LLC isn’t rocket science, but you do have to follow some legal steps to keep headaches at bay later. When you’re ready to end your limited liability company’s run, you’ll need to submit the right paperwork to the Ohio Secretary of State.

To dissolve an LLC in Ohio, just file a Certificate of Dissolution with the Secretary of State’s office and pay a $50 filing fee.

There’s more to dissolution than just forms, though. First, make the decision to dissolve per your operating agreement and Ohio law, usually with a formal member vote and some paperwork to back it up.

Before you submit anything, tie up loose ends—settle debts, file your last tax returns, and divvy up whatever assets are left among the members.

Key Takeaways

• Dissolving an Ohio LLC means filing official paperwork with the Secretary of State and paying the fee.
• You have to follow both Ohio law and your LLC’s operating agreement when deciding to dissolve.
• After dissolution, make sure you handle any remaining debts, taxes, and asset distribution to members.

Save the Hassle and Get Bizzee to Do It For You

As you can see, there is considerable work in doing a dissolution and in the interests of ensuring it is done correctly, many people use a service like Bizee to do the dissolution. It is quick, easy and comparatively cheap.

Dissolution Requirements in Ohio

You’ll need to follow Ohio’s procedures and legal requirements when dissolving your LLC. That means making sure you’re eligible, getting the right approvals, and handling legal loose ends to close the business properly.

Eligibility to Dissolve an LLC

Your LLC must be in good standing with the state to dissolve it. So, all annual reports need to be filed and taxes paid up.

The Secretary of State won’t let you dissolve if you have unresolved obligations. Also, your LLC can’t be tied up in any active lawsuits that stop you from winding down. Handle your business contracts—either finish them or cancel as needed.

Ohio law says you have to follow the rules in your operating agreement and state law for dissolution. Sometimes, your agreement will lay out exactly how to dissolve.

Member Approval Process

Usually, dissolving an Ohio LLC takes member consent. Under Ohio Revised Code section 1706.47, you can dissolve if:

• The operating agreement says so,
• All members agree, or
• Some other legal method applies.

Check your operating agreement for details. If it’s silent, Ohio law generally wants all members to agree.

Document the approval with a formal resolution. Include the reason, the effective date, and who’s in charge of filing paperwork.

Keep minutes from the meeting where you voted to dissolve. You might need them for taxes or legal questions down the line.

Key Legal Considerations

Tax Clearance: You’ve got to pay off all state tax obligations—final returns, sales tax, employment taxes, the whole deal.

Creditor Notification: Ohio law says you need to let creditors know you’re dissolving. This gives them a chance to make claims.

Asset Distribution: After creditors are paid, split up remaining assets according to your operating agreement. If it doesn’t say, divide by ownership percentages or follow state law.

Document Filing: File a Certificate of Dissolution with the Ohio Secretary of State. That’s what officially ends your LLC.

If you’re not sure about any of this, it’s probably smart to talk to a legal pro. Mistakes can get pricey or leave you on the hook for things you thought were done.

Using an LLC Formation Service

Dissolving an Ohio LLC takes a few steps, but using a formation service can really smooth things out. These companies know the paperwork inside and out, so you’re less likely to run into snags.

They understand Ohio’s filing requirements and can make sure everything’s filled out right.

Benefits of using a formation service:

• Expert guidance at every step
• Fewer paperwork mistakes
• Saves you a bunch of time
• Help with creditor notices
• Assistance with tax clearance

Bizee is one company that comes up a lot for Ohio LLC dissolutions. They’ll prep and file your Certificate of Dissolution for you.

Most services have different packages. Basic ones just handle the filing, while premium options might help with creditor notifications and tax filings too.

Pricing varies, but honestly, many business owners think it’s worth the money to skip the hassle and avoid mistakes.

Before you pick a service, check their reviews and make sure they know Ohio’s rules. Every state does things a little differently.

Filing the Articles of Dissolution

To officially shut down your Ohio LLC, you have to file the right paperwork with the state. This means filling out specific forms, sending them in, and paying the fees.

Completing Form 562

You’ll need to complete Certificate of Dissolution Form 562. It asks for:

• Your LLC’s name as registered with Ohio
• The registration number
• The effective date of dissolution (can be now or later)
• A statement that you’ve wrapped up the LLC’s affairs

An authorized person—usually a member, manager, or officer—needs to sign the form. Make sure everything matches your official records, or you might get rejected.

Submitting Documentation to the Ohio Secretary of State

Once you’ve filled out the Certificate of Dissolution, send it to the Ohio Secretary of State. You’ve got a few ways to do this:

Online Filing

• Go to the Ohio Secretary of State’s business portal
• Log in or create an account
• Pick “Certificate of Dissolution”
• Upload your form

Mail Submission

• Mail the signed document to:
  Ohio Secretary of State
  Business Services Division
  P.O. Box 670
  Columbus, OH 43216

In-Person Filing

• Drop it off at 22 North Fourth Street, Columbus, OH

Online filings usually get processed faster, but your mileage may vary.

State Filing Fees

The dissolution filing fee is $50 as of 2025.

Here’s how you can pay:

• Credit card for online filings
• Check or money order (payable to “Ohio Secretary of State”) for mail
• Cash, check, or credit card if you file in person

If you’re in a hurry, expedited service costs more:

• 2-day: $100
• 1-day: $200
• 4-hour: $300

Hang on to your payment receipt and dissolution certificate. You’ll want proof that you dissolved your LLC properly.

Post-Dissolution Steps

Even after you file your Certificate of Dissolution, you’re not quite done. There are a few more things to do to fully wind down and protect yourself from future problems.

Settling Debts and Liabilities

You need to tell all known creditors your LLC is closing. Send formal notices to vendors, lenders, and anyone else you owe. Ohio law says you have to pay off these debts before you split up assets.

If you’re worried about unknown creditors, Ohio law gives them a time limit to make claims. Still, it’s smart to publish a notice in local newspapers where you did business.

Make a list of all debts, like:

• Loans
• Vendor bills
• Leases
• Employee wages and benefits
• Taxes

Pay debts in the order the law requires. Keep records of all payments and get written confirmation when something’s paid off.

Distributing Remaining Assets

Once debts are cleared, you can distribute what’s left to LLC members. Usually, this follows ownership percentages or whatever your operating agreement says.

Here’s the basic process:

1. List all remaining assets
2. Figure out what they’re worth
3. Make a distribution plan based on who owns what
4. Document everything with proper paperwork

If members want cash, you might need to sell things like equipment, inventory, or even real estate. Don’t forget about intellectual property, either.

Keep detailed records of all asset distributions. Have each member sign a form saying they got their share. These docs will help with final taxes and show you handled the dissolution by the book.

Final Tax Responsibilities

Your LLC has to file several final tax returns after dissolution. For federal taxes, send in a final Form 1065 (if you’re a partnership) or Form 1120 (if you’re a corporation) and make sure you mark it as your last return.

In Ohio, here’s what you’ll need to do:

• File final state business tax returns
• Cancel your tax ID numbers
• Submit sales tax reconciliation if it applies
• Pay any outstanding taxes

Make sure you issue final K-1 forms to all members. These forms show each member’s share of profits, losses, and distributions for the last tax year.

Each member will need that K-1 info for their own personal tax returns. It’s easy to forget, but it’s important.

Keep all tax documents for at least seven years after you dissolve the business. The IRS or Ohio Department of Taxation might still audit you, even after your business is closed.