How to dissolve a corporation in Ohio

What does it cost to dissolve a corporation in Ohio?

The Ohio Secretary of State's filing fee for a corporation's Certificate of Dissolution is commonly around $50confirm the current amount, as corporation fees can differ from LLC fees. The step that takes more effort than money is Ohio's requirement to include tax confirmation from the Department of Taxation showing state taxes are satisfied before the dissolution will be accepted.

Fees change; we confirm the current figure with the Secretary of State before we file. See the wider picture on the main corporation guide.

What tax confirmation does Ohio require?

Ohio is, in practice, a tax-confirmation state for corporations. When it files a Certificate of Dissolution, an Ohio corporation must include evidence from the Ohio Department of Taxation that state taxes have been paid or provided for, historically an affidavit or a certificate showing no taxes are due. A corporation that operated typically also confirms its position with the Department of Job and Family Services for unemployment contributions.

How do the board and shareholders approve dissolution?

An Ohio corporation dissolves through its governance structure in two moves under the General Corporation Law. First, the board of directors adopts a resolution recommending dissolution. Second, the shareholders approve it, by the vote the articles require, commonly a majority or two-thirds of the shares depending on the corporation.

Record both the board resolution and the shareholder approval in writing. Even a single-shareholder corporation completes both. That record supports the Certificate of Dissolution.

How do you dissolve an Ohio corporation, step by step?

1. Board resolution to dissolve. The directors recommend dissolution, recorded in the minutes.
2. Shareholder approval. Shareholders vote to approve by the required margin, recorded in writing.
3. Obtain tax confirmation. Get confirmation from the Ohio Department of Taxation that state taxes are satisfied or provided for.
4. File the Certificate of Dissolution. Submit it to the Ohio Secretary of State with the tax confirmation attached, and pay the fee.
5. File IRS Form 966 within 30 days. The Corporate Dissolution or Liquidation form, filed within 30 days of adopting the resolution or plan.
6. Wind up and file final returns. Notify creditors, settle or provide for debts, distribute any remainder to shareholders, file the final federal return marked final, and close the IRS business account.

What is the Ohio Certificate of Dissolution?

An Ohio corporation files a Certificate of Dissolution with the Ohio Secretary of Statetogether with the required tax confirmation from the Department of Taxation. The certificate names the corporation, states the manner in which dissolution was authorized, and is accompanied by evidence that state taxes are satisfied. If you are closing an Ohio LLC rather than a corporation, see how to dissolve an LLC in Ohio.

IRS Form 966 and final returns

Form 966, “Corporate Dissolution or Liquidation,” is the federal filing unique to corporations closing down. A dissolving Ohio corporation files it with the IRS within 30 days after the board and shareholders adopt the resolution or plan to dissolve. Because that clock runs from the approval, not from your state filing, it is easy to complete the Ohio side and forget the federal one.

A dissolving corporation also files a final federal income tax return with the “final return” box checked, Form 1120 for a C-corp, Form 1120-S for an S-corp, plus its final Ohio tax returns. We cover the whole federal sequence on the final tax return page.

Your EIN and the IRS account

Here is the step almost everyone misses: the EIN. The IRS does not cancel an EIN. The number is permanent and never reassigned. What you do instead is ask the IRS to close the business account behind it, and the IRS will not close it while final returns are outstanding. Ohio's tax confirmation covers state taxes; it gives the IRS no signal at all.

How long does it take in Ohio?

The tax confirmation usually drives the timeline; once it is in hand, the Certificate of Dissolution is quick to file, and Ohio offers paid expedite. Form 966 and the IRS account closure run on the federal clock, generally several weeks each and independent of the state filing.

Confirm current Department of Taxation and Secretary of State times before relying on a date.

Rather have your Ohio corporation closed properly?

We get state taxes current, obtain the Department of Taxation confirmation, file the Certificate of Dissolution with the Secretary of State, make sure Form 966 lands inside its 30-day window, and, if your corporation ever had an EIN, close the IRS business account too. If you're not sure which package is yours, a specialist is on WhatsApp 24/7 and will tell you straight.

This page is general information about dissolving an Ohio corporation, not legal or tax advice. Final-year corporate tax, insolvency, and contested claims can have significant consequences, confirm your specific situation with a qualified attorney or tax professional before you act.