1. How Do You Dissolve an Ohio Corporation?
2. Required Documentation
3. Dissolution in Other States
4. How Long Before Someone Can Take Your Business Name?

How Do You Dissolve an Ohio Corporation?

In order to dissolve a corporation operating in Ohio, the first step is providing the Secretary of State with a Certificate of Dissolution that has been completed. The incorporations, directors, or shareholders must fill out the form. You can send this to the office by mail or deliver it in person. You don't have to include the original signatures of those signing the form. Along with the certificate, include a check for all applicable fees, made out to the Secretary of State. You must also pay the required $50 filing fee to dissolve a business.

After you complete the certificate, you will need a notary to sign the affidavit of personal property, which will include all counties in the state of Ohio where personal property is owned by the corporation. File that affidavit of personal property with the Secretary of State's office as well. The next step in the dissolution process is obtaining a tax clearance certificate, which you can get from the Ohio Department of Taxation.

Required Documentation

You must show proof that all required payments have been made by the corporation to the state Unemployment Compensation Fund. This proof will be obtained from the Ohio Bureau of Job and Family Services.

Next, you'll have to provide evidence that all required workers' compensation premiums are paid in full. You can get this evidence from the Ohio Bureau of Workers' Compensation Fund.

If you aren't able to obtain documents from each agency or organization, one of the officers in your corporation can also produce an affidavit with the dates that all required notifications were made in writing to each agency or organization. The notifications would need to include the date of dissolution of the corporation, while the affidavit would need to include the date each notification was sent to the agency. If you choose to provide this affidavit on behalf of the corporation, it will acknowledge that dissolving the company doesn't eliminate any liabilities associated with taxes or other contributions. All outstanding liabilities are still required to be paid or taken care of as needed. This affidavit also needs to be notarized.

The general corporation law in Ohio allows the shareholders of a corporation to vote on a decision to begin the process of dissolution. The vote must be taken at a formal meeting of the shareholders. Each shareholder must receive advanced notice of the proposed time and location of the meeting, even those who aren't entitled to vote in the proceedings. The default requirement in the state is that at least two-thirds of those who are allowed to vote must agree to the terms of the dissolution. However, if your corporation's articles of incorporation specify a lesser or greater majority vote, you will need to follow the regulation set in that document. Make sure to record all details of the shareholder vote with the rest of the dissolution documents.

The Department of Taxation provided a detailed summary of what must be included in the dissolution process:

  • Required affidavits.
  • Releases.
  • Documents from governmental agencies.
  • Guarantees.

The documents must show that the corporation has paid off any outstanding taxes or liabilities, as well as summarize that all personal and/or corporate taxes have been paid to the required agencies.

Dissolution in Other States

If a corporation operates in another state aside from Ohio, you must go through the dissolution process as required in that specific state. The form you will need to file goes by different names in the various states:

  • Application of withdrawal.
  • Termination of registration.
  • Certificate of termination of existence.
  • Certificate of surrender of the right to transact business.

If you don't file the required form in each state where your corporation is authorized to operate, you will still be liable for any applicable taxes and annual fees.

How Long Before Someone Can Take Your Business Name?

The name of a corporation will remain in a held status for 12 months after dissolution. After the 12-month period, the status changes to canceled, which means the business name will be available for use by another business entity. If you wish to reinstate the corporation after the 12-month period, but another business has taken the name, you would be required to file an amendment to reinstate your corporation name.

If you need help understanding how to dissolve a corporation in Ohio, you can post your legal need on UpCounsel's marketplace. UpCounsel accepts only the top 5 percent of lawyers to its site. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies like Google, Menlo Ventures, and Airbnb.