$50 Filing fee Certificate of Dissolution of a Domestic Limited Liability Company (Form 616)
Online or mail Filing path Expedite $100
5 business days online Approval time
Not required Tax clearance

The quick read on dissolving a Ohio LLC

At $50, Ohio sits slightly above the national average of $46. Ohio accepts the dissolution filing online or mail, with online approvals in about 5 business days. There is no formal tax clearance requirement, so the filing itself is the bottleneck rather than tax review.

Dissolution is a procedural filing, not a tax audit. The Secretary of State's job is limited to confirming the document is properly completed and the LLC is in good standing. What matters most for Ohio filers is the order of operations: vote, file, and close the federal side. Each step is simple individually; doing them out of order or skipping the federal step is what causes problems years later.

Dissolution steps in Ohio

The state-specific procedure, in order. Skip any step and the state's dissolution filing will be rejected or left incomplete.

  1. Member vote to dissolve

    Ohio's LLC statute calls for a per operating agreement member vote to dissolve, unless your operating agreement specifies a different threshold. Document the vote in meeting minutes or a written consent.

  2. File the Certificate of Dissolution of a Domestic Limited Liability Company (Form 616) with Ohio Secretary of State, Business Services Division

    Filing fee is $50. Online filing is available through the state portal. Mail filings are accepted. Paid expedite available for $100.

  3. Close federal tax obligations with the IRS

    File the final federal return, check the "final return" box, and file Form 966 if the LLC had C-corp tax treatment. Close the EIN by writing to the IRS. See the IRS close-a-business page for the full federal checklist.

  4. Cancel other registrations

    Sales tax permits, employer accounts, business licenses, fictitious-name registrations, and foreign-qualification filings in other states all need to be wound down separately from the LLC dissolution itself. The state won't do this automatically.

How this plays out in Ohio

Start with the member vote. Under Ohio Rev. Code Section 1706.471, an LLC dissolves on an event specified in the operating agreement, unanimous member consent, or whatever threshold the agreement sets. Pull the operating agreement, document the vote in a written consent, and keep that record with the company books.

File Form 616 with the Ohio Secretary of State's Business Services Division. The base fee is $50 whether you file online through the Business Services Portal or mail the signed PDF to the P.O. Box 1329 address in Columbus. Standard online turnaround runs about 5 business days; mail turnaround is closer to 14. Expedited tiers sit on top: $100 for two-day (Level 1), $200 for one-day (Level 2), $300 for a four-hour drop-off (Level 3).

Settle the tax side separately. Ohio does not require a clearance certificate, but the LLC still has to file final Commercial Activity Tax, sales and use tax, and any employer withholding returns with the Department of Taxation. Close those accounts in the Ohio Business Gateway. Finish on the federal side by filing a final federal return with the final-return box checked, filing IRS Form 966 if the LLC elected C-corp treatment, and closing the EIN by letter to the IRS.

What a clean Ohio dissolution actually costs

The Secretary of State fee is rarely the biggest line item. For most Ohio LLC owners, the real cost is a combination of the filing fee, outstanding state tax, federal closure, and any foreign-LLC wind-downs in other states.

Cost component Amount Notes
Base Secretary of State filing $50 Filed with Ohio Secretary of State, Business Services Division
Paid expedite (optional) +$100 48-hour turnaround
Final federal return (DIY) Free Or $200 to $800 if a CPA prepares it
Foreign-LLC withdrawals (if any) $10 to $125 per state Each state where you qualified as foreign LLC

How Ohio compares to other states

At $50, Ohio sits slightly above the national average of $46. Across all 51 US jurisdictions, the median dissolution fee is $30 and the average is $46; fees cluster between $0 and $75, with Delaware and DC at the $220 top end. By fee ranking, Ohio sits at #36 from cheapest to most expensive.

Filing path matters as much as the fee. Ohio's online or mail dissolution process gives you flexibility: online for speed, mail as a backup when you need an original signature for another purpose. Ohio does not impose a formal tax clearance check, which shortens the overall timeline compared to states that do.

Requirements at a glance

Tax clearance required No clearance step required by state
No
Public notice required No publication requirement
No
Member vote standard per operating agreement
per operating agreement
Attorney required DIY filing permitted
No
Online filing https://bsportal.ohiosos.gov/
Yes
Mail filing Ohio Secretary of State, P.O. Box 1329, Columbus, OH 43216
Yes

Common pitfalls

The biggest Ohio-specific trap is the reverse of the trap in most states. Because Ohio does not require an LLC annual report, people assume nothing is owed at dissolution time and skip the Department of Taxation altogether. If the LLC had sales-tax nexus, ran payroll, or crossed the $150,000 Commercial Activity Tax threshold in its final year, those final returns still have to be filed. Closing the Ohio Business Gateway tax accounts without filing the final returns triggers estimated-liability notices that cost more to unwind than the original filing would have.

The second pitfall is jumping to Form 616 before wind-up is complete. Ohio Rev. Code Section 1706.47 expects the LLC to settle known claims and distribute assets before the Certificate of Dissolution is filed. Filing prematurely while creditors still have open invoices exposes members to claw-back claims for up to four years under the statute's winding-up provisions. The optional notice-to-creditors publication under Section 1706.475 shortens that window and is worth the newspaper cost on any LLC with meaningful creditor activity.

What happens after the state accepts your filing

Once the Secretary of State accepts Form 616, the LLC is terminated under Ohio law and the name returns to availability through the standard distinguishability review rather than after a fixed waiting period. Creditor claims can still be brought against the LLC's remaining assets during the statutory winding-up window, so keep bank records, tax filings, and the dissolution consent for at least four years. If the LLC had Ohio employees, close the Ohio Department of Job and Family Services unemployment account and the Bureau of Workers' Compensation policy separately; the Secretary of State filing does not touch either. Members who paid themselves guaranteed payments or distributions in the final year still file a personal Ohio IT 1040 for that tax year.

Documents and filings checklist

  1. Written consent or meeting minutes

    Record the member vote to dissolve. Keep with corporate records.

  2. Certificate of Dissolution of a Domestic Limited Liability Company (Form 616)

    Filed with $50 fee at Ohio Secretary of State, Business Services Division. Form PDF.

  3. Final federal return

    Form 1065 (multi-member), Schedule C on 1040 (single-member), or 1120/1120-S if corp-taxed. Check the "final return" box.

  4. IRS Form 966

    Only if the LLC had C-corp tax treatment. Due within 30 days of the dissolution resolution.

  5. IRS EIN closure letter

    Sent to the IRS requesting the EIN be closed. See the IRS close-a-business checklist.

  6. State tax permit cancellations

    Sales tax, employer withholding, unemployment insurance. Each is a separate filing with the state tax and labor agencies.

  7. Foreign-LLC withdrawals

    Certificate of Withdrawal filed with each state where the LLC was registered to do business as a foreign LLC.

Filing agency

Ohio Secretary of State, Business Services Division

Website
www.ohiosos.gov/businesses
Phone
(614) 466-3910
Mail
P.O. Box 1329, Columbus, OH 43216
Office
22 North Fourth Street, Columbus, OH 43215
Hours
8:00 AM to 5:00 PM Eastern, Monday to Friday

Frequently Asked Questions

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

    The base Ohio Secretary of State fee for Form 616 is $50, filed online through the Business Services Portal or by mail. Expedited tiers run $100 for Level 1 (two business days), $200 for Level 2 (one business day), and $300 for Level 3 (four-hour drop-off). Most Ohio LLC closures come in at $50 flat, because the state does not charge an annual report fee to bring current and does not require a tax clearance certificate.

  • How long does Ohio LLC dissolution take?

    Online filings through the Business Services Portal usually process in about 5 business days. Mail filings to the P.O. Box 1329 address in Columbus take about 14 business days. Paid expedite compresses that to 48 hours for $100 or one business day for $200. Because no tax clearance is required, the timeline is set almost entirely by the Secretary of State's queue.

  • Does Ohio require a tax clearance certificate?

    No. The Ohio Department of Taxation does not issue a clearance certificate that the Secretary of State requires before accepting Form 616. The LLC still has to file any final Commercial Activity Tax, sales and use tax, and employer withholding returns and close those accounts through the Ohio Business Gateway, but that happens in parallel with the Secretary of State filing rather than before it.

  • What vote is needed to dissolve an Ohio LLC?

    Under Ohio Rev. Code Section 1706.471, dissolution happens on an event specified in the operating agreement, on the consent of all members, or on any other event the agreement authorizes. With no operating agreement, the default is unanimous member consent. Put the decision in a written consent before filing Form 616. See the Ohio LLC formation page for more on operating agreement rules.

  • What happens if I just stop using the Ohio LLC instead of filing Form 616?

    Ohio is unusual in that no annual report is due, so the LLC will not be administratively cancelled for missed filings the way it would in most states. The entity sits on the Secretary of State's books indefinitely, which keeps the statutory agent obligation alive and leaves the LLC exposed to any lawsuit, tax notice, or credit inquiry that arrives. Dormant Ohio LLCs are the ones that cause the nastiest surprises years later; a $50 Form 616 today is cheaper than dealing with a 2030 Department of Taxation assessment.

  • Do outstanding debts disappear when I file Form 616?

    No. Ohio Rev. Code Sections 1706.472 through 1706.476 handle winding up and creditor claims, and they expect the LLC to pay known claims, settle contingent claims, and distribute remaining assets before Form 616 goes in. Filing the optional notice to creditors under Section 1706.475 shortens the claim window to the statutory minimum; skipping it leaves members exposed to creditor claw-back claims against distributed assets for up to four years.

  • Do I still need to notify the IRS after filing Form 616?

    Yes. The Secretary of State filing closes the LLC's existence under Ohio law, but the EIN, federal return obligation, and any C-corp or S-corp election stay with the IRS until you close them. File a final federal return with the final-return box checked, file IRS Form 966 within 30 days of the dissolution resolution if the LLC was taxed as a corporation, and send a written EIN closure letter. See the IRS close-a-business page for the full federal checklist.

  • How long does LLC dissolution take in Ohio?

    Online filings are processed in about 5 business days through the state portal. Mail filings take about 14 business days once received. Paid expedite for $100 cuts processing to 48 hours.

  • Can I file the Certificate of Dissolution of a Domestic Limited Liability Company (Form 616) online?

    Yes. Ohio accepts LLC dissolution filings online through the state portal. Mail is also accepted as an alternative.

  • Do I need a tax clearance certificate in Ohio?

    No. Ohio does not require a separate tax clearance certificate before accepting LLC dissolution. That said, paying any outstanding state tax obligations is always advisable before filing. Ignoring them can lead to the state collecting from former members or trustees after dissolution.

  • What vote is required to dissolve a Ohio LLC?

    Ohio's LLC statute specifies a per operating agreement member vote to dissolve, unless the operating agreement sets a different threshold. Most LLCs follow the statutory default. Document the vote in a written consent or meeting minutes before filing any dissolution paperwork.

  • Does dissolution close my federal tax obligations?

    No. The Ohio Secretary of State does not notify the IRS. You have to close the federal side separately: file a final federal return marked as "final," file IRS Form 966 within 30 days if the LLC had C-corp tax treatment, and close the EIN by writing to the IRS. The EIN stays on file forever; closing it flags the entity as inactive so automated notices stop. See the IRS close-a-business page for the full federal checklist.

  • Will my LLC name become available for someone else to use after dissolution?

    In most cases yes. Ohio typically releases the LLC name back to the general pool once the dissolution filing is accepted, and a third party can register a new entity under the same name shortly thereafter. If preserving the brand matters, keep a minimal LLC active or register the business name as a trademark.

Related

Sources

  • Filing fee: www.ohiosos.gov/globalassets/business/forms/616.pdf · verified April 21, 2026
    Ohio SoS Form 616 Certificate of Dissolution of Domestic Limited Liability Company. Filing fee $50. Authority: Ohio Rev. Code §1706.47 (voluntary dissolution) and §111.16 (SoS fee schedule).
  • Expedited: www.ohiosos.gov/businesses/filing-forms--fee-schedule/ · verified April 21, 2026
    Ohio SoS expedite tiers apply to all business filings including dissolution: Level 1 $100 (2 business days), Level 2 $200 (1 business day), Level 3 $300 (4 hours, drop-off only). Ohio Rev. Code §111.16(M). Level 1 recorded as default.
  • Online filing url: bsportal.ohiosos.gov/ · verified April 21, 2026
    Ohio Business Services Portal accepts online Certificate of Dissolution filings for LLCs. Standard online processing runs approximately 3 to 7 business days.
  • Tax clearance required: tax.ohio.gov/business · verified April 21, 2026
    Ohio does not require a tax clearance certificate from the Department of Taxation before the Secretary of State will accept a Certificate of Dissolution for a domestic LLC. LLCs must still file final sales/use tax, CAT, and withholding returns. Recorded as taxClearanceRequired: false.
  • Member vote standard: codes.ohio.gov/ohio-revised-code/chapter-1706 · verified April 21, 2026
    Ohio Rev. Code §1706.471 permits voluntary dissolution upon an event specified in the operating agreement, the consent of all members, or any other event the operating agreement authorizes. In the absence of an operating agreement, dissolution requires unanimous member consent. Recorded as 'per operating agreement'.
  • Public notice required: codes.ohio.gov/ohio-revised-code/chapter-1706 · verified April 21, 2026
    Ohio Rev. Code §1706.475 permits (but does not require) a dissolved LLC to publish notice to creditors to limit claims. There is no mandatory newspaper publication for dissolution itself.
  • Name becomes available after: codes.ohio.gov/ohio-revised-code/chapter-1706 · verified April 21, 2026
    Ohio does not publish a specific statutory waiting period for name reuse following dissolution. Once a Certificate of Dissolution has been filed and the entity terminated, the name returns to availability via the standard SoS distinguishability review. Field set to null.
  • Irs closure url: www.irs.gov/businesses/small-businesses-self-employed/closing-a-busine… · verified April 21, 2026
    IRS canonical Closing a Business reference.