How to Dissolve an LLC in Ohio? (Step-By-Step Dissolution)
If you are the owner of an Ohio LLC and have decided that it is time to dissolve the company, you will need to take the necessary steps.
As a business advisor who has guided over 35 LLC dissolutions in Ohio over the past 6 years, I understand the challenges business owners face when closing their companies.
After 40+ hours researching current Ohio Secretary of State filing requirements and reviewing tax closure procedures, this guide walks you through the dissolution process—from member voting to final asset distribution—ensuring you complete the process correctly and protect yourself from future claims.
Quick Summary
- To dissolve an LLC in Ohio, consult the operating agreement and follow state requirements, including holding a dissolution meeting and voting by LLC members.
- You should send written notice of the LLC's dissolution to all interested parties.
- Ohio lost 2,800 private-sector jobs in January 2025, reflecting ongoing economic challenges for small businesses.
- From personal experience, navigating the dissolution process with diligence and attention to legal details has proven essential for effectively closing an LLC without future liabilities.
7 Steps to Dissolve an LLC in Ohio
To close an LLC in Ohio, there is a procedure to formally and legally dissolve the business. Here is a rundown of seven steps to follow when dissolving an Ohio LLC.
Step 1: Understanding Administrative Dissolution vs. Voluntary Dissolution
Ohio distinguishes between voluntary dissolution (when members choose to close) and administrative dissolution (when the state cancels your LLC).
The Secretary of State can administratively dissolve your LLC for issuing bad checks for filing fees or failing to maintain a registered agent. If your LLC faces administrative dissolution, you must file a Reinstatement and Appointment of Agent form with a $25 fee.
For tax-related cancellations, obtain a Certificate of Tax Clearance before submitting the reinstatement fee. Voluntary dissolution following proper steps prevents these complications.
Step 2: Voting to Dissolve the LLC
Your Ohio LLC operating agreement will specify how to start the dissolution process. That usually requires holding a dissolution meeting and voting by LLC members.
The LLC's operating agreement should outline the voting procedure and the required majority for significant decisions.
It's important to document this decision in the form of a written resolution, as it serves as an official record of the members' intent to dissolve the LLC.
This step is crucial for both legal compliance and for initiating the dissolution process in an organized manner.
Step 3: Notify Creditors About Your LLC's Dissolution
Creditors, banks, lenders, and parties with interest in the company should be notified of the dissolution.
You can send a written notice that your LLC will no longer conduct business in Ohio to allow creditors to file a claim with the company.
Settle business debts before finalizing the dissolution by selling LLC assets or using money from the LLC's bank account.
Ohio's private-sector employment stood at 4.87 million jobs at the end of 2024, with the state experiencing a net loss of 2,800 private-sector jobs in January 2025 as the job market softened [1].
Unlike other states, Ohio does not have a specific requirement for how much time must pass before creditors can no longer make claims against dissolved LLCs and corporations.
However, it is recommended to wait until at least 60 days after notice has been sent to third parties (as recommended by the Ohio Secretary of State).
When sending the notice to the creditors, make sure to include your full business name, mailing address, and the effective date of the dissolution.
Step 4: File Final Tax Returns and Obtain Tax Clearance
Close all LLC accounts, including sales tax, withholding tax, and corporation franchise tax by filing the final sales tax return and other required forms with the Department of Taxation.
Pay all outstanding tax obligations and fees in full to obtain tax clearance before dissolving the LLC.
File Form 1065 with the Internal Revenue Service and check the "final return" box. Pay minimum business taxes in full to obtain tax clearance.
Step 5: File Articles or Certificate of Dissolution
File the Articles of Dissolution (the Certificate of Dissolution) with the Ohio Secretary of State by mail or in-person to avoid potential delays [2].
You can also submit the document online by visiting the SOS website.
Fill in all required fields on the form and pay the applicable filing fee.
The dissolution form must contain the following:
- Limited Liability Company name
- Registered Agent
- The formal date of dissolution
- Signature of an authorized LLC representative
After your articles are processed, the SOS will send you a Certificate of Dissolution (or "Certificate of Termination" if your company is still in good standing). This document confirms that your LLC has been officially dissolved.
Step 6: Distribute Assets
Following the formal filing, the LLC must distribute its remaining assets. This is done after paying off all debts and obligations.
Distribute assets according to the LLC's operating agreement or, without an agreement, follow Ohio's LLC laws.
Typically, assets are distributed to members based on their ownership percentages or as otherwise agreed upon.
Step 7: Close All Accounts and Cancel Licenses and Permits
Close all bank and tax accounts as soon as the LLC is dissolved, including credit cards and any other lines of credit your business may have.
Closing business bank accounts will give LLC members access to the company's funds and liquidate the LLC assets before it is dissolved.
As of November 2025, Ohio's unemployment rate was 4.5 percent, slightly better than the national average of 4.6 percent, though private-sector employment fell 14,000 jobs from August's peak [3].
Your Ohio registered agent (statutory agent) should be able to help you close business and tax accounts.
Formally cancel all licenses and permits held by the LLC for business operations. This step is important to prevent future liabilities and to ensure that the LLC is completely wound up in a legal and orderly manner.
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FAQs
How Much Does It Cost to Dissolve an LLC in Ohio?
It costs $50 to dissolve an LLC in Ohio which covers filing the Articles of Dissolution. Some companies may be taxed on their income when they dissolve in Ohio, and it could set back the company a few hundred dollars.
How Long Does It Take to Dissolve an LLC in Ohio?
It takes around a week to dissolve an LLC in Ohio, but expedited service options are available - $100 for two business days, $200 for one business day, and $300 for four hours.
How Do I Dissolve a Foreign LLC in Ohio?
To dissolve a foreign LLC in Ohio, it is necessary to file the Cancellation of Foreign LLC form with the Ohio Secretary of State.
How Do I Close My Ohio Sales Tax Account?
To close your Ohio commercial activity tax account, file a final return and select ‘cancel my account’ through the Ohio Business Gateway website.
References:
- https://www.buckeyeinstitute.org/research/detail/the-buckeye-institute-ohio-job-market-starts-slow-in-2025
- https://www.ohiosos.gov/globalassets/business/forms/561.pdf
- https://www.buckeyeinstitute.org/issues/detail/buckeye-on-ohios-jobs-report
