Dissolve an Ohio LLC or corporation

File with the Ohio Secretary of State. Some companies also need a tax sign-off.

The catch

A corporation sends Form D5 to the tax department first and files with the Secretary of State second. The notice we read lists no such step for an LLC.

How to close a company in Ohio

  1. Get the tax sign-off

    In Ohio the tax department opens the door and the Secretary of State stamps the exit.

  2. Wind up the business

    Hold the vote your governing documents and Ohio law require. Pay or set aside what you owe, in the order your lawyer advises.

  3. File with the Ohio Secretary of State

    LLC: Form 616, $50. corporation: Form 561, $50.

  4. Pick how to file

    Online or by mail. No fixed time is published.

  5. Check your records

    Before you close accounts or delete Slack, work out what you must keep and whether a buyer may want it.

Facts and sources

Ohio dissolution facts, each with a link to its source
FactWhat we foundSource
Filing office

Ohio Secretary of State, 614-466-3910

Ohio Secretary of State
corporation: dissolve

Form 561: Certificate of Dissolution (domestic for-profit corporation)

Fee: $50

How to file: The forms page offers File Online at Ohio Business Central and a PDF download. The PDF can be sent on paper.

Ohio Secretary of StateOhio Department of Taxation
LLC: dissolve

Form 616: Certificate of Dissolution of a Domestic Limited Liability Company

Fee: $50. $50 per the Secretary of State forms and fees page (Certificate of Dissolution of a domestic LLC, Form 616, revised 1/22, replaces Form 562).

Full notes

How to file: The forms page offers File Online at Ohio Business Central and a PDF download. The PDF can be sent on paper.

Ohio Secretary of State
Tax clearance

Varies. Ohio Department of Taxation, Tax Release Unit.

Notification of Dissolution or Surrender (Certificate of Tax Clearance method or Affidavit method)

Form D5

Ohio Department of TaxationOhio Department of Taxation
Before you file
  • Corporation: file all final tax returns, then send Form D5 to the Department of Taxation (clearance or affidavit method, confirm which applies)
  • Corporation: get the Department of Taxation release before filing the Certificate of Dissolution
  • Pay or file anything the Tax Release Unit finds outstanding
Ohio Department of Taxation
Reports and final return

Final returns must be filed before the D5 for corporations.

Ohio Department of Taxation
How long it takes

Varies. No fixed time is published.

Ohio Department of Taxation
Other tax stops
  • Ohio Department of Taxation, Tax Release Unit: Form D5. Mail to PO Box 182382, Columbus OH 43218-2382, or email Dissolution@tax.state.oh.us, phone 614-752-6864 (2013 notice, may have changed)
Ohio Department of Taxation

Fees and form numbers change, so check the source before you file.

A checklist can keep you from forgetting things. It cannot tell you what your state requires today. Have your lawyer or CPA look at it before you rely on it. Vaultfish helps you run the process. We are not lawyers and this is not legal advice. If you need counsel who knows this area, we can point you to one. Ask for a referral

Questions people ask

How much does it cost to close a Ohio LLC or corporation?

LLC (Form 616): $50. corporation (Form 561): $50. Fees change, so check the source link before you pay.

Do I need tax clearance to close a Ohio company?

It depends on the business type. A corporation sends Form D5 to the tax department first and files with the Secretary of State second. The notice we read lists no such step for an LLC.

Where do I file in Ohio?

File with the Ohio Secretary of State. You can file online or by mail.

How long does it take to close a company in Ohio?

Ohio publishes no fixed processing time that we could find.

What happens to my Slack, email and CRM when I close?

Closing the company does not decide what happens to your records. Keep what tax and payroll rules ask for. The IRS gives retention periods on its site. Then check what the rest could be worth before you delete it.

Is this legal advice?

No. We read the state pages so you don't have to, then link to them so you can check our work. Have your lawyer or CPA read it too. They like that.