To dissolve an LLC in Ohio, you need a member vote to approve the dissolution, a winding-up period to pay creditors and settle affairs, closure of your state and federal tax accounts, and a Certificate of Dissolution (Form 616) filed with the Ohio Secretary of State for a $50 fee. The paperwork itself is short. The steps that trip people up are the creditor notice and the tax account closures, and skipping either can leave the members chasing bills long after the business has stopped.
Step 1: Get Member Approval
Look at your operating agreement first. Most agreements set out how dissolution has to be approved, including the vote threshold and any required procedures. Follow those instructions exactly if they exist.
If the operating agreement is silent, Ohio’s default rule requires unanimous consent of every member.1Ohio Legislative Service Commission. Ohio Revised Code Section 1706.47 – Dissolution A simple majority is not enough. Hold a meeting, vote on a resolution to dissolve, and record the outcome in signed, dated minutes. Those minutes are your proof that the dissolution was properly authorized if anyone questions it later.
Step 2: Wind Up the Business and Notify Creditors
A dissolved LLC does not disappear immediately. It continues to exist for the limited purpose of winding up: collecting what it is owed, finishing existing contracts, selling assets, and paying what it owes. You cannot take on new business during this period.
Order matters. Pay all creditors and satisfy all obligations before distributing anything to the members. If the operating agreement sets a distribution scheme for what remains, follow it; otherwise Ohio’s LLC statute controls.
The 90-Day Creditor Notice
Ohio law gives you a formal way to cut off known creditor claims with a firm deadline. Send written notice to every known creditor that identifies the dissolved company, describes what information a claim must include, provides a mailing address for claims, and states the deadline. The deadline cannot be sooner than 90 days from the date the creditor receives the notice.2Ohio Legislative Service Commission. Ohio Revised Code Section 1706.473 – Claims Against Dissolved Limited Liability Company
A creditor who receives proper notice and misses the deadline is barred from collecting later. If you reject a submitted claim, the creditor has 90 days from your rejection to sue or lose the right to pursue it.2Ohio Legislative Service Commission. Ohio Revised Code Section 1706.473 – Claims Against Dissolved Limited Liability Company The procedure only covers known claims; it does not resolve contingent liabilities or claims from events after the dissolution date. Handle this step in writing and keep copies. Without proper notice, creditor claims can follow the members personally.
Step 3: Close Federal and State Tax Accounts
Voting to dissolve does not end your tax obligations. Every account has to be closed with both the IRS and the Ohio Department of Taxation, or bills and assessments will keep arriving.
Federal
If the LLC was taxed as a partnership, file a final Form 1065 for the year the business closes and check the “Final return” box at the top. To cancel the EIN and close the IRS business account, send a letter that includes the LLC’s legal name, EIN, business address, and reason for closing the account, along with a copy of the original EIN assignment notice if you still have it. Mail it to Internal Revenue Service, Cincinnati, OH 45999. The IRS will not close the account until all required returns are filed and taxes are paid.3Internal Revenue Service. Closing a Business
Ohio
Close every business tax account the LLC holds with the Ohio Department of Taxation to avoid continued billing and possible assessments.4Ohio Department of Taxation. Business Closing Which accounts apply depends on how the LLC was registered:
- Commercial Activity Tax (CAT): file and pay all CAT periods through the cancellation date, then cancel the account through the Ohio Business Account Update Form or the Ohio Business Gateway. As of 2025, businesses with less than $6 million in gross receipts are no longer subject to the CAT, so many smaller LLCs may already have been released from this obligation.4Ohio Department of Taxation. Business Closing
- Sales and use tax: file a final sales tax return for the period containing the last sale, then close the vendor’s license through OH|TAX eServices.
- Employer withholding: file the final Ohio IT 941 online no later than 15 days after you stop doing business, and cancel the withholding account at the same time.
- Pass-through entity tax: file the final IT 4708 or IT 1140 with the “final return” box checked on page one.4Ohio Department of Taxation. Business Closing
One boundary worth knowing: unlike Ohio corporations, LLCs are not required to obtain a Certificate of Tax Clearance from the Department of Taxation before filing for dissolution. That requirement applies only to domestic for-profit corporations.4Ohio Department of Taxation. Business Closing Closing your tax accounts before filing the dissolution paperwork is still the smart sequence.
Step 4: File the Certificate of Dissolution (Form 616)
The final legal step is filing Form 616, the Certificate of Dissolution for a Domestic Limited Liability Company, with the Ohio Secretary of State.5Ohio Secretary of State. Certificate of Dissolution for a Domestic Limited Liability Company Download the PDF from the Secretary of State’s website or file online through Ohio Business Central.6Ohio Secretary of State. Filing Forms and Fee Schedule
The form asks for:
- The LLC’s exact registered name
- The state registration number
- The effective date of dissolution, which can be the filing date or a delayed date up to 90 days after the Secretary of State receives the form
- The signature of an authorized representative (a member, manager, or other person with authority to act for the LLC)
The filing fee is $50. Expedited processing is available for an additional $100 with a two-business-day turnaround, and expedited paper filings go to P.O. Box 1390, Columbus, OH 43216.5Ohio Secretary of State. Certificate of Dissolution for a Domestic Limited Liability Company Online filings accept electronic payment; paper filings need a check payable to the Ohio Secretary of State. Once the filing is processed, the LLC is officially dissolved and the state will send confirmation.
What Happens If You Just Stop Operating
An Ohio LLC that stops doing business without filing for dissolution is still a legal entity, and obligations keep accumulating. Every active LLC must continuously maintain a statutory agent in Ohio. If it fails to do so, the Secretary of State sends a notice, and if the default is not cured within 30 days, the LLC’s articles are canceled.7Ohio Legislative Service Commission. Ohio Revised Code Chapter 1706 – Limited Liability Companies Cancellation is not the same thing as dissolution.
Tax accounts stay open too. The Ohio Department of Taxation has no way of knowing you’ve quit, so delinquency notices and assessments keep coming until you close each account. A voluntary dissolution, done in order, ends the obligations cleanly and gives you the creditor-notice cutoff that informal abandonment never provides.