There are many reasons to walk away from a business. You might want to open a new business, you might want to avoid racking up more debt, or maybe you’re ready to retire. Whatever your reasons for closing your business, you want to make sure you close it the right way. If you don’t dissolve an Ohio business correctly, you could suffer many consequences. An improperly closed business could cost you additional tax payments, fees, and penalties, or cause other negative impacts that could follow you into the future. 

If you’re still trying to break into the business world by opening your own limited liability company (LLC) or corporation, let us help you get started. Our Ohio LLC Formation Service or Ohio Corporation Formation Service can help you set up your business quickly and correctly. 

Before Dissolving Your Ohio Business

Most experiences in life are better when you’re prepared, and running or closing a business is no exception. There are many procedures you can employ as a business owner that can help you dissolve your business smoothly. A great way to prepare for dissolution or other business events is to keep thorough records of your business dealings. As covered below, having good business records can help you during multiple stages of dissolving your business. 

Step 1: Establish a valuation of your Ohio business

When you wind up and dissolve an Ohio business, you need to pay the individuals to whom you owe money. You also need to distribute business assets and profits. When you’re making these determinations about how to distribute business funds and pay off debts, it’s important to have an accurate valuation of your business. 

The first step in accurately valuing your business is gathering all of the documents related to your business operations. This includes documents such as contracts with third parties and tax information. Once you have your documents together, you can analyze the information in them to determine the value of your business. If you don’t know how to value your business based on your documents, you can hire a professional to get it done. Hiring a professional can be well worth the money, because they can do the job accurately and they might find that your business is worth more than you thought! 

As an entrepreneur, you probably know that business documents pile up quickly and can be hard to organize. We can help you keep your business documents in order. Our Worry-Free Compliance Service and Zenbusiness dashboard collect and organize your business documents so you can easily retrieve them when you need them. 

Step 2: Compile a full account of your Ohio business’s debts

Handling your business debts before you close your business is crucial. You don’t want the consequences of an old business debt to follow you into the future. Closure of your business doesn’t mean your debts go away, and you could be held personally liable for business debts even if you ran a business entity that normally protects you from personal liability. When you’re ready to close your business, you need to know every individual you owe money to, and you need to know how much you owe them. 

Step 3: Identify Ohio’s official dissolution document

Businesses that must be registered with the state normally have to file paperwork with the state to dissolve. If you want to dissolve an Ohio LLC, you need to file a Certificate of Dissolution in Ohio. If you want to dissolve an Ohio corporation, you need to file a Certificate of Dissolution in Ohio. You file your Certificate of Dissolution with the Ohio Secretary of State. You can file your paperwork online, by mail, or in person at the Secretary of State’s drop box. 

Step 4: Follow instructions in your Ohio business’s operating document 

Some business owners either have to or choose to write operating documents that dictate procedures for business management and regulation. Bylaws dictate the procedures for corporations, and operating agreements dictate procedures for LLCs. If your business has an operating document that gives rules for dissolving your business, follow those rules for an Ohio voluntary dissolution. If you don’t have an operating document that covers dissolving your business and you want to know how to dissolve a business in Ohio, you have to follow the dissolution rules in Ohio law. 

Even if you’re not required to do so, writing an operating document for your business is a great way to ensure that the way your business operates fits the culture and needs of your enterprise. Specifically, the rules you write about closing your business can make the dissolution of your business easier when the time comes. LLC owners looking to write an operating agreement can use our Operating Agreement Template to get a solid boost in the writing process. Our operating agreement template gives you an outline you can use to write your own business rules. This way you don’t have to start from scratch. 

Please remember that even if you’re following bylaws or an operating agreement with customized dissolution rules, you still have to file a Certificate of Dissolution with the state. 

Step 5: Cancel your Ohio business’s permits, licenses, and registrations

You’ve probably had to acquire licenses, permits, or registrations to run your business. If so, you need to make sure you cancel these when you close your business. Remember that you could have licenses at the state, federal, and local level that need to be cancelled. You also want to be especially careful if any of your licenses, registrations, or permits automatically renew because you don’t want to pay fees for a business you no longer have.

Splitting up the assets and profits of a closing business can be exciting. But handling the debts and legal obligations of a closing business can be downright dreadful. Handling debts and obligations might be dreadful, but you need to do it as quickly as you can. You want to make a clean break from your dissolved business. You might also need to provide affidavits or certificates to the state affirming that your business is up to date on certain tax, contribution, or premium payments. 

Your business might also need to file final tax returns at the state level and the federal level. And if you have an Employer Identification Number with the IRS, you need to cancel it. Additionally, you need to make sure you have properly paid your employees according to state and federal law. It’s important to keep thorough records of these obligations as your business runs, so you don’t miss anything during dissolution. 

Step 7: File a Certificate of Dissolution for your Ohio Business

In many cases, you have to file a Certificate of Dissolution to dissolve an Ohio business, but that’s not all. You normally have to do work before and after your filing to make sure the dissolution is proper.  

Let us help you with your Ohio business requirements

Typically, when you’re ready to move on, you’d prefer to do it quickly and effectively. We can help you with that. Our services help you access your business documents quickly so you can easily handle important matters to dissolve your business. Our Worry-Free Compliance Service and ZenBusiness dashboard organize your important documents so they’re at your fingertips when you don’t have time to waste. And if you’re still in the beginning stages with your LLC we can help you write business rules that make closing less painful with our operating agreement template. You can count on us for the support you need when you’re ready to close your doors. 

Dissolution FAQs

  • Normally you need enough owners to vote for dissolution. Then, if you’re an LLC or a corporation you file a Certificate of Dissolution with the Secretary of State. As you’re dissolving your business, you need to distribute business assets and profits, cancel licenses and accounts, and handle business debts and legal obligations.

  • You can find filing fees for a Certificate of Dissolution on the Secretary of State’s website.

  • The standard time it takes to process a Certificate of Dissolution is three-to-seven business days. You can also pay an expedited filing fee and have your paperwork processed within four hours.

  • You can voluntarily dissolve a nonprofit organization after enough members vote for dissolution and you file a Certificate of Dissolution. You need to make sure your business handles its debts, legal obligations, contribution payment obligations, premium payment obligations, and tax obligations.

Disclaimer: The content on this page is for information purposes only and does not constitute legal, tax, or accounting advice. If you have specific questions about any of these topics, seek the counsel of a licensed professional.

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Written by Team ZenBusiness

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