How to Dissolve an LLC in Ohio: Forms, Fees, Timeline

Ohio LLC Dissolution at a Glance

An Ohio LLC dissolution comes down to one Secretary of State form, plus your tax and employer accounts.

How To Dissolve An LLC In Ohio Step by Step

Dissolving an LLC in Ohio takes one filing with the Secretary of State, followed by final returns and account closures. Form 616 lists no filing that has to come before it, so the order below follows the deadlines Ohio's agencies publish. Your operating agreement is the first document to pull out. Form 616 asks for a name, a number and a signature, so the record of who approved the closure and when stays in your files. Confirm the order and the filing list for your company with your CPA.

1. Approve the dissolution in writing: check your operating agreement for how members approve a dissolution, then keep the signed resolution or written consent with your company records.
2. File the Certificate of Dissolution (Form 616) with the Ohio Secretary of State:
   • Enter the LLC's name and its Ohio registration number.
   • Add an effective date if you want a later one. The form allows a delayed date of up to 90 days after the Secretary of State receives it.
   • Have at least one person authorized by the LLC sign the form, which must be typed.
   • Pay the $50 filing fee online through Ohio Business Central, or mail the form with a check or money order.
3. Decide whether to publish a notice of dissolution: Form 616 carries an optional Notice of Dissolution to Creditors and Claimants, and a copy may be attached to the certificate. Our post explains what a notice of dissolution is and who gets one. Your lawyer can tell you whether your company should use it.
4. File your final Ohio tax returns and cancel your accounts with the Ohio Department of Taxation: the sales tax and withholding deadlines run 15 days from your final sale or closing date.
5. Close your employer accounts: unemployment insurance sits with the Ohio Department of Job and Family Services, and workers' compensation with the Ohio Bureau of Workers' Compensation.
6. File your final federal returns, then ask the IRS to deactivate your EIN (Employer Identification Number).
7. Withdraw the LLC's registration in every other state where you registered it.

Our main guide on how to dissolve an LLC covers the steps every state shares.

Ohio Secretary of State Form 616: What the Certificate of Dissolution Asks For

Form 616 is the Ohio Secretary of State's Certificate of Dissolution for a Domestic Limited Liability Company, and it carries a $50 filing fee. Some guides call it "Articles of Dissolution", but Ohio's LLC form is titled Certificate of Dissolution.

The form runs five pages. You fill in only a few lines. You give your LLC's name and registration number under a printed statement that the company has dissolved, add an effective date if you want one, and sign. Nothing on it asks you to show that debts are paid or accounts closed. The wind-up sits with you and your members.

The cover letter gives regular service as approximately 3 to 7 business days. Expedited service costs an extra $100, for processing within 2 business days of receipt. Our post on how much it costs to dissolve an LLC lists what other states charge.

It's natural to assume Ohio wants your final tax returns settled first, since that is the rule for an Ohio corporation. The Ohio Department of Taxation says a domestic for-profit corporation must first obtain a Certificate of Tax Clearance before it files its own Certificate of Dissolution, Form 561. Form 616 carries no such request for an LLC. The corporate path is in our guide on how to dissolve a corporation.

Closing a Business in Ohio: State Tax and Employer Accounts to Cancel

Ohio's tax and employer accounts are canceled with the agencies that issued them, each on its own deadline. Form 616 closes your LLC's record with the Secretary of State and leaves your vendor's license and every other account below open until you close it. This is the slow part of closing. The dates below come from the Ohio Department of Taxation's Small Business Tax Guide and the agencies' own forms.

• Sales tax, Ohio Department of Taxation: a vendor that stops making taxable retail sales files a final UST 1 and pays all tax within 15 days of the final sale, with the last day of business entered on the return. Every electronic filing option, including the Ohio Business Gateway, lets a vendor cancel its license with that final return.
• Employer withholding, Ohio Department of Taxation: an employer closing its business files Form IT 941, the annual reconciliation of income tax withheld, within 15 days after the date of closing. Form SD 141 for school district withholding is due on the same 15-day clock.
• Notice to the Department of Taxation: Form D5, Notification of Dissolution or Surrender, is the written notice a business files with the department when it is closing. Its entity list includes LLCs, and it asks for each of the company's tax accounts.
• Unemployment insurance, Ohio Department of Job and Family Services: employer accounts are managed in The SOURCE, and the state's form for closing an unemployment tax account is the Disposition of Business (JFS 20110).
• Workers' compensation, Ohio Bureau of Workers' Compensation: an employer that ceases operations in Ohio may cancel its coverage by notifying the bureau in writing or by phone, with the reason and the effective date. A final payroll true-up is due within 45 days of the date of the bureau's notice of cancellation.

Your CPA can confirm which of these accounts your LLC holds and which final returns apply to you. Keeping these dates straight is the hard part. Nobody looks forward to a last return for a business that has stopped. Starcycle tracks those key dates alongside your contract and subscription cancellation timelines and keeps the documents in one place.

Federal Steps After the Ohio Filing

The federal side of closing an Ohio LLC is handled with the IRS, separately from your Ohio filings. You file a final federal return for the year you close, plus final employment tax returns and Form 1099-NEC where they apply. Our post on how to close a business with the IRS lists the forms. The IRS says it can't cancel an EIN but can deactivate it once your outstanding returns are filed and taxes paid. Our guide to canceling an EIN covers what to send.

Foreign Registrations: If Your Ohio LLC Is Registered in Other States

An Ohio LLC that registered to do business in other states files a withdrawal in each of those states, in addition to Form 616 in Ohio. Each state sets its own withdrawal form and fee, so check with the business filing office in each one.

Form 616 is for a domestic LLC, meaning one formed in Ohio. If your LLC was formed in another state and registered in Ohio, see the Secretary of State's business pages for the cancellation filing that applies to a foreign LLC.

Getting Your Ohio Dissolution Filed

The Ohio filing itself is one typed form, one signature and $50. The work around it is a list of dates: 15 days for your final sales tax return, 15 days for the withholding reconciliation, 45 days for the workers' compensation true-up. Writing those dates down the day you decide to close puts the whole job on one page.

If you'd like a hand, Starcycle prepares and files your Ohio dissolution paperwork for you. Final tax returns are coordinated with a partner CPA or your own, and we can also make intros to lawyers and accountants. Tell us about your company and we'll show you what's left to do.

FAQs on How To Dissolve An LLC In Ohio

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

The Ohio Secretary of State's Form 616 gives approximately 3 to 7 business days for it to process a Certificate of Dissolution at the regular service level. Expedited service costs an extra $100.

How much does it cost to dissolve an LLC in Ohio?

It costs $50 to file the Certificate of Dissolution (Form 616) for an LLC with the Ohio Secretary of State. Any tax due with your final returns and any fees your accountant or lawyer charges come on top of it.

Can I dissolve an Ohio LLC online?

Yes, you can dissolve an Ohio LLC online: Form 616 directs filers to Ohio Business Central, the Secretary of State's filing site. You can also mail the typed form with a check or money order.

How do I dissolve an Ohio LLC that was never used?

Form 616 asks only for the LLC's name and registration number, with no question about whether the company was ever used. If you opened a vendor's license or a withholding account for your LLC, ask your CPA which final returns apply when there was no activity.

What happens if I stop operating but never dissolve my Ohio LLC?

Stopping operations files nothing with Ohio, and neither does closing the bank account or letting the website expire. The Secretary of State has no Certificate of Dissolution for your LLC, and your tax accounts stay open. The Department of Taxation says sales tax returns must be filed even when no sales were made, and that a missed return can bring penalties. A vendor closes that account by filing the final return and canceling the license with it.