Dissolving a company in Ohio
The state-level facts for closing an LLC or corporation in Ohio: the dissolution filing, its fee, whether tax clearance comes first, and the tax obligations that keep accruing until the filing is accepted. Every fact links to the official government source it was read from.
Ohio LLC
- Dissolution filing
- Certificate of Dissolution for a Domestic Limited Liability Company (Form 616) (616) — filed with the Ohio Secretary of State. (official source)
- Filing fee
- $50 (official source)
- Tax clearance before filing
- Not required before the dissolution filing. (official source)
- Department of Taxation account wind-down (commercial activity tax and related accounts)
- Close every account administered by the Tax Commissioner — commercial activity tax, employer withholding, sales/sellers use tax, school district employer withholding, consumer use tax — by listing them on Form D5 with the business cease date. (official source)
- Final state return
- File final returns for and close all Ohio Department of Taxation accounts (commercial activity tax, employer withholding, sales/sellers use tax, and any other taxes administered by the Tax Commissioner) using Form D5. (official source)
Worth knowing
- Filings can be submitted online at OhioBusinessCentral.gov or by mailing the PDF form; expedite service 2 ($200) and 3 ($300) are walk-in only.
- Ohio's close-a-business checklist also covers deactivating unemployment in The SOURCE and cancelling the Bureau of Workers' Compensation policy — continued BWC billing and penalties accrue if the policy is not cancelled.
- ohiosos.gov returned an anti-bot maintenance page to automated fetches; Secretary of State facts were verified against dated Wayback Machine captures (fee schedule 2025-11-29, dissolve guide 2025-06-13, form PDFs 2025-05-29). tax.ohio.gov and ohio.gov pages were fetched live.
Ohio corporation
- Dissolution filing
- Certificate of Dissolution (Form 561) (561) — filed with the Ohio Secretary of State. (official source)
- Filing fee
- $50 (official source)
- Tax clearance before filing
- Form 561 requires either evidence of tax clearance under ORC 1701.86(H)(2) — a Certificate of Tax Clearance requested with Form D5, allowing at least 30 days — or the alternative affidavit under ORC 1701.86(I) completed on the form itself. (official source)
- Department of Taxation account wind-down (commercial activity tax and related accounts)
- Close every account administered by the Tax Commissioner — commercial activity tax, corporation franchise tax (where an account exists), employer withholding, sales/sellers use tax, school district employer withholding — by listing them on Form D5; a Certificate of Tax Clearance is not issued until all such taxes and fees are filed and paid. (official source)
- Final state return
- File final returns for and close all Ohio Department of Taxation accounts via Form D5; the Certificate of Tax Clearance is withheld until every tax and fee administered by the Tax Commissioner is filed and paid. (official source)
Worth knowing
- The corporate dissolution offers two paths on the same $50 Form 561: the Certificate of Tax Clearance method (ORC 1701.86(H), requires the D5 and 30+ days of Department of Taxation processing) or the faster affidavit method (ORC 1701.86(I), sworn statement on the form itself).
- A foreign corporation's surrender (Form 564, ORC 1703.17) has the same two-path structure — clearance under 1703.17(C) or affidavit under 1703.17(D) — using the same Form D5.
- Ohio's close-a-business checklist also covers deactivating unemployment in The SOURCE and cancelling the Bureau of Workers' Compensation policy.
- ohiosos.gov returned an anti-bot maintenance page to automated fetches; Secretary of State facts were verified against dated Wayback Machine captures (fee schedule 2025-11-29, dissolve guide 2025-06-13, form PDFs 2025-05-29). tax.ohio.gov and ohio.gov pages were fetched live.
Closing a company is more than the state filing — payroll accounts, sales-tax permits, franchise-tax finals, federal returns, and creditor notices all have their own order and deadlines. A Winddown runbook sequences all of it for your specific company, with drafted consents and creditor notices included.
Sourced from the official pages linked above; facts we could not verify against an official source are shown as links rather than numbers. Requirements and fees change — the linked pages are authoritative. General information, not legal or tax advice.