The process of Legally Closing a Corporation in Ohio is called Dissolution.  After an Ohio Corporation has been Dissolved, it ceases to be Legally Active in the Ohio Secretary of State's records and may no longer Legally conduct business in the state of Ohio.

An Ohio Corporation is created when the OH Secretary of State approves the Formation Documents - Articles of Incorporation.  A record of the Ohio Corporation is added to the list of Corporations which have officially registered with the Ohio Secretary of State.  Once a Corporation is registered with the Ohio Secretary of State, that Corporation immediately has both reporting and tax obligations which incur penalties if the obligations are not met by the required deadlines.

If you've registered an Ohio Corporation with the Ohio Secretary of State and want to cease business activities you have to let the OH Secretary of State know that you intend to close your company.  Only after the OH Secretary of State has made sure that all of the obligations of the Ohio Corporation have been fulfilled will the Secretary of State approve of the closure of the company.

When the Ohio Secretary of State approves the closing of an OH Corporation, that Ohio Corporation is said to be Dissolved.  The process of Dissolving an Ohio Corporation is called Ohio Corporation Dissolution.

An Ohio Corporation is required to obtain a Certificate of Tax Clearance from the Department of Taxation prior to submitting a Certificate of Dissolution with the Ohio Secretary of State. All outstanding tax liabilities or filings of the Ohio Corporation need to be filed and/or paid before a Certificate of Tax Clearance will be issued by the Ohio Department of Taxation.

As soon as an Ohio Corporation is registered with the OH Secretary of State, that Corporation is responsible for recurring obligations of the Ohio Secretary of State and the Ohio Department of Revenue.  If an Ohio Corporation does not file its required reports or pay its tax obligations, then that OH Corporation could be responsible for penalties which compound as time goes by.

Unless you Dissolve (Legally Close) your Ohio Corporation with the Ohio Secretary of State that OH Corporation will be responsible for all recurring fees and penalties until the company has been legally closed.

Ohio Corporation Dissolution is one part of a larger process commonly called the "Winding Up" process.

There are things you need to do before you can request approval of Corporation Dissolution from the Ohio Secretary of State; and things that you have to do after the OH Secretary of State has approved Dissolution of the Ohio Corporation. 

When an Ohio Corporation is originally created, the Organizers may create Bylaws that define how the Corporation will be run.  The Bylaws may include pretty much anything that has to do with running the Corporation, including specific requirements which need to be followed before the Corporation may be Legally Closed.  Before you do anything else, you should review the Bylaws for anything that needs to be done before the Business is Legally Closed.

What you have to do both before and after the Ohio Corporation is Dissolved largely depends on how much stock, if any, has been issued and how much and what kind of debts and liabilities that the Ohio Corporation has.  If the Ohio Corporation has not commenced business then the OH Corporation Dissolution process is easier.

1. Hold a Board of Directors meeting and record a resolution to Dissolve the Ohio Corporation
   
   If a Board of Directors has been appointed for the Ohio Corporation, then the Board is required to adopt a resolution to Dissolve the OH Corporation.  There should be a majority of Board Members who vote Yes to Legally Close the company.  A formal date on which the Corporation will be closed should be specified.  Minutes of the meeting should be recorded and retained in the business records.  If the Board of Directors has not been appointed then the Incorporator(s) have to apply for Dissolution of the Ohio Corporation.
   
   We can transcribe and compile any minutes or approvals into a form that is legally recognized by the Ohio Secretary of State.
   
   
2. Hold a Shareholder meeting to approve Dissolution of the Ohio Corporation
   
   If an Ohio Corporation has issued shares of stock then a meeting of the Shareholders (owners) must be held and recorded. A majority of Corporate Shareholders must approve the Dissolution plan.  The approval actions should be documented and kept in the business records.
   
   If no shares have been issued then the Ohio Corporation Dissolution process is easier.
   
   
   If necessary, we can transcribe and compile minutes into a form that is legally recognized by the Ohio Secretary of State.
   
   
3. File all required tax returns with the Ohio Department of Revenue
   
   The Ohio Secretary of State will not approve the Dissolution of any OH Corporation until that Corporation has fulfilled all its tax obligations with the Ohio Department of Revenue.
   
   
4. Clear up any business debts
   
   All creditors of an Ohio Corporation should be given notice of the pending Corporation Dissolution. Each creditor should be given a mailing address to which they may submit claims as well as a deadline by which claims may be submitted.
   
   While the Ohio Secretary of State does not legally require the publication of a Notice of Dissolution of an Ohio Corporation, publication is a good way to notify anyone who might have a claim against the Ohio Corporation.  Evidence of publication might prove useful down the line if someone makes a claim against the OH Corporation after the Ohio Corporation has been dissolved.
   
   
5. Pay all taxes and administrative fees owed by the Ohio Corporation
   
   The Ohio Secretary of State will definitely not approve the Dissolution of an Ohio Corporation until all outstanding taxes and applicable registration and administrative fees have been paid.

1. Distribute all remaining assets of the Ohio Corporation
2. Close all business bank accounts of the Ohio Corporation
3. Cancel all local business licenses and permits
4. File Form 966 with the IRS
5. Cancel the IRS account associated with the OH Corporation's Federal Tax ID (EIN)
6. Keep Records of all Pertinent Business Documents

1. Distribute all remaining assets of the Ohio Corporation
   
   If the Ohio Corporation has any remaining assets, these may be divided according to the Shareholders' ownership interests in the OH Corporation. All distributions to Corporate Shareholders must be reported to the IRS.  Refer to the Corporation Bylaws for specific requirements, if any, for asset distribution.
   
   
2. Close all business bank accounts of the Ohio Corporation
   
   If there are any business accounts that have been opened for the Ohio Corporation then those accounts must be closed.  If any Corporate business accounts are left open there may be liability and obligations of the Dissolved Ohio Corporation which could lead to legal problems.
   
   
3. Cancel all local business licenses and permits of the OH Corporation
   
   If the Ohio Corporation has obtained any state, regional, county or city business licenses or permits, there may be cancellation requirements associated with those licenses or permits.  Each of those must be cancelled to avoid any reporting or fiscal obligations the Ohio Corporation may have.  This includes business registration licenses as well as reseller permits.
   
   
4. File IRS Form 966
   
   A Dissolved Ohio Corporations may be required to file IRS Form 966 with the US Internal Revenue Service.  This filing is required within 30 days after the final Dissolution plan is approved.  Filing IRS Form 966 lets the Federal Government know that the Ohio Corporation has been legally Dissolved so that it may take the appropriate actions.
   
   
   We can prepare IRS Form 966 for you to file.
   
   
5. Cancel the IRS account associated with the OH Corporation's Federal Tax ID (EIN)
   
   A Federal Tax ID, or Federal Employer Identification Number (EIN), is like a Social Security Number for the Ohio Corporation.  Once the IRS links an EIN to an Ohio Corporation, that EIN stays with the Ohio Corporation even after the Company has been Dissolved by the Ohio Secretary of State.
   
   When the IRS processes the final tax return for the Ohio Corporation, they automatically make the EIN inactive.  However, the account associated with the EIN is not automatically closed.  Closing the account associated with the EIN lessens the likelihood of any problems with the EIN account, or with the IRS, in the future.
   
   If you should decide to revive the Ohio Corporation down the line the IRS will reactivate the old EIN for your new Business.
   
   Before an Ohio Corporation can close an EIN account, it must be in Good Standing with the IRS.  The Ohio Corporation must have filed all required tax returns and paid any applicable fees and penalties due to the IRS.  The Ohio Corporation cannot close its EIN account until the IRS has received payment for any tax amounts the Company may owe.
   
   
   We can prepare the formal documents which you can sign and submit to the IRS in order to close the account associated with your EIN.
   
   
6. Keep Records of all Pertinent Business Documents
   
   In order to avoid problems down the line, you should keep copies of all tax filings, contracts and employment records on file as well as Certified Copies of all company documents filed with the Secretary of State.  This includes your Formation Documents - your original Articles of Incorporation and any Amendments - and all Dissolution douments.

You notify the IRS that your Ohio Corporation has been Closed on the final tax return that is filed for your Business. 

If you have employees and file taxes quarterly with IRS Form 941, Employers Quarterly Tax Return, check the appropriate box on that form to let the IRS know that your Corporation has Closed.  If you file yearly taxes do the same on IRS Form 944, Employers Yearly Tax Return. You should also attach a statement to the return showing the name of the person keeping the payroll records and the address where those records will be retained.

When you opened your Ohio Corporation you most likely were assigned a Federal Employer Identification Number (EIN).  Once the IRS links an EIN to a Corporation, that EIN stays with the Corporation even after the Company has been Dissolved.  If you don't plan to reopen your Ohio Corporation after it has been Closed, you should cancel the EIN account that has been assigned to your Company.

The time it takes to Dissolve an Ohio Corporation varies depending on how long it takes to complete the actions that are required in each specific case - holding meetings, closing accounts, distributing assets, etc.

The Ohio Secretary of State requires a Tax Clearance Certificate from the OH Department of Revenue before it will approve the Dissolution of an Ohio Corporation.

The time it takes the OH Department of Revenue to process a request for a Tax Clearance Certificate depends on the tax status of the Ohio Corporation. In some cases it could take 5-6 weeks to get a Tax Clearance Certificate from the Ohio Department of Revenue.

Once the initial actions are completed, the Ohio Secretary of State usually takes around 3-5 business days to process the Certificate of Dissolution.

Processing times for Ohio Corporation Dissolution filings vary depending on the work load of the Secretary of State's staff.  We've found that normal processing of Ohio Dissolution filings takes the state around 3-5 business days.

We are dependent on, and have no control over, the staff and systems of the Ohio Secretary of State or Ohio Department of Revenue. In our experience 3-5 business days is the time it usually takes the Ohio Secretary of State to process an Ohio Dissolution filing. We get your Ohio Corporation Dissolution filing to the OH Secretary of State as soon as possible after we receive your order. Once it is at the state we have no control over the Ohio Dissolution approval process.

The total cost to Dissolve an Ohio Corporation varies depending on exactly what is required for each specific OH Dissolution. We charge $249 plus any state fees for our Ohio Corporation Dissolution services. This includes:

• Same day processing
• Transcribe minutes of Board of Directors meeting which proposes Dissolution
• Transcribe minutes of Shareholders meeting at which Dissolution was approved
• Prepare and file Certificate of Dissolution with the Ohio Secretary of State
• Prepare US IRS Form 966 for you to sign and file
• Prepare documents to cancel Federal EIN account
• Certified copy of Dissolution filing from OH Secretary of State
• Priority Mail Delivery of all documents
• Unlimited Customer Support

We also offer these Ohio Corporation Dissolution services separately as explained below.

If there are Foreign Corporations in states other than Ohio that are tied to the Domestic Ohio Corporation then each of those Foreign Corporations must be Dissolved before the Ohio Corporation can be legally Dissolved.

The company name of an Ohio Corporation which has been Dissolved is not available for use in Ohio by another Corporation or LLC until one year from the date on which the Ohio Corporation was Dissolved by the Ohio Secretary of State.

There are no state of Ohio requirements for the publication of a Notice of Dissolution of an Ohio Corporation.

While the Ohio Secretary of State does not legally require the publication of a Notice of Dissolution of an Ohio Corporation, publication is a good way to notify anyone who might have a claim against the Ohio Corporation.  Evidence of publication might prove useful down the line if someone makes a claim against the OH Corporation after the Ohio Corporation has been dissolved.