How to Complete and File Ohio Form 561: Certificate of Dissolution

To dissolve an Ohio for-profit corporation, you file Ohio Form 561, the Certificate of Dissolution, with the Secretary of State for a $50 base fee. Before the state will accept it, you need a Certificate of Tax Clearance from the Ohio Department of Taxation, and getting that clearance takes at least 30 days. Plan the sequence backward from your target dissolution date: resolution first, tax clearance next, Form 561 last.

Step 1: Adopt a Resolution of Dissolution

Ohio law requires a formal resolution before Form 561 can be prepared. Three groups can adopt it, and which one applies depends on the corporation’s situation.

Incorporators, by a writing signed by a majority of them, if the corporation never received subscriptions to shares in the amount of its initial stated capital (or never set an initial stated capital and hasn’t begun business).
Directors, in specific circumstances: the corporation has been adjudged bankrupt, made a general assignment for the benefit of creditors, had substantially all assets sold at judicial sale, had its articles canceled for failure to file or pay franchise taxes, or the period of existence in the articles has expired.¹
Shareholders, at a meeting called for that purpose, by the affirmative vote of holders of at least two-thirds of the voting power on the proposal.¹

Most operating corporations use the shareholder vote. Record the adoption date and the method used, because both appear on Form 561. If directors or incorporators adopted the resolution, note the basis as well (for example, that the articles were canceled for failure to pay franchise taxes).

Step 2: Get Tax Clearance From the Ohio Department of Taxation

The Secretary of State will not process Form 561 for a domestic for-profit corporation without a Certificate of Tax Clearance attached. Ohio eliminated the affidavit alternative that some other entity types can use, so the clearance certificate is the only accepted proof.²

File and Pay Every Final Ohio Tax Return

The Department of Taxation reviews every business tax account tied to the corporation. Any open return blocks clearance. File and pay:

Sales tax — a final return for the period containing the final sale.
Employer withholding — Ohio IT 941 filed online no later than 15 days after discontinuing business, with all W-2s.
School district employer withholding — Ohio SD 141 filed online no later than 15 days after discontinuing business, with all W-2s.
Commercial activity tax — all periods through the cancellation date.²

Submit Form D-5 at Least 30 Days Ahead

Once the final returns are in, submit Form D-5 (Notification of Dissolution or Surrender). It asks for the corporation’s registered name, FEIN, Ohio charter number, business activity, incorporation and Ohio qualification dates, and the intended dissolution date. Part 2 lists each applicable tax type with its Ohio account number and the date the final return was filed.³

File D-5 at least 30 days before you intend to file Form 561. Mail it to the Ohio Department of Taxation, Tax Release Unit, P.O. Box 182382, Columbus, OH 43218-2382, or email it to Dissolution@tax.ohio.gov.³

Separately, if the corporation held taxable personal property in any Ohio county, you need a personal property tax release certificate from that county’s treasurer.⁴ Contact those treasurers early; the county controls the timing.

Step 3: Complete Form 561

Form 561 is short, but a wrong or missing field will bounce it back. Under Ohio Revised Code Section 1701.86(F), the certificate must include:

The corporation’s exact registered name, including the entity suffix (Inc., Corp., etc.) as it appears on file.
The charter number assigned at formation. Look it up on the Secretary of State’s online business search if you don’t have it.
A statement that a resolution of dissolution has been adopted.
The method of adoption — check one of three boxes: incorporators, directors, or shareholders. If incorporators or directors adopted it, state the basis.
The place in Ohio where the principal office is or will be located.
The internet address of each domain name held by or for the corporation.
The name and address of the statutory agent in Ohio.
The date of dissolution, which must be the filing date or a later date no more than 90 days after filing.⁵¹

The authorized signer must print their name clearly. An incorrect charter number, or a dissolution date more than 90 days out, gets the filing rejected. Attach the Certificate of Tax Clearance from the Department of Taxation before submitting.²

Step 4: File Form 561 and Pay the Fee

The base filing fee is $50.⁶ File online through Ohio Business Central at OhioBusinessCentral.gov, or mail a paper copy to the Secretary of State in Columbus with a check or money order for the exact amount.

Expedited processing costs extra on top of the $50:

Two business days: $100
One business day: $200
Four hours, in-person delivery required and must arrive by 1:00 p.m.: $300⁵

Pick the expedite tier when you submit. Once processed, the state issues a certified copy of the Certificate of Dissolution. You can track filing status through the business search tool on the Secretary of State’s website.

What Happens After the State Accepts Form 561

Approval does not erase the corporation. Under Ohio Revised Code Section 1701.88, a dissolved corporation continues as a legal entity for five years from the dissolution date, but only to wind up its affairs.⁷ No new business or new contracts. The corporation settles debts, finishes existing obligations, collects receivables, and distributes remaining assets to shareholders. Directors keep their fiduciary duties and must pay creditors before shareholders receive anything. Lawsuits based on pre-dissolution activity can still be filed against the corporation during that five-year window.

Ohio Revised Code Section 1701.87 also requires publishing notice of voluntary dissolution once a week for two successive weeks in a newspaper of general circulation. That notice puts unknown creditors on the clock. Skipping it can extend your exposure to claims.

Federal Steps Form 561 Does Not Cover

Form 561 closes the state charter. The IRS side is separate, and missing it leaves the EIN account open.

File IRS Form 966

A corporation that adopts a resolution or plan to dissolve or liquidate any of its stock must file Form 966 (Corporate Dissolution or Liquidation) with the IRS within 30 days of adopting the resolution.⁸ This is separate from the final income tax return.

Close the EIN Account

To close the corporation’s EIN and IRS business account, send a letter that includes the complete legal name of the business, the full EIN, the business address, and the reason for closing. If you still have the original EIN Assignment Notice, include it. Mail to: Internal Revenue Service, Cincinnati, OH 45999.⁹

Report Liquidating Distributions

If the corporation distributes $600 or more in liquidating payments to any shareholder during the tax year, file Form 1099-DIV for that shareholder. Cash liquidation distributions go in Box 9, noncash in Box 10. Payees must get their copies by January 31 of the following year, and e-filing to the IRS is due by March 31.

Terminate Any Retirement Plan

If the corporation had a retirement plan, formally terminate it and file a final Form 5500 (or 5500-SF or 5500-EZ, depending on plan size). The deadline is the last day of the seventh month after the plan year ends — July 31 for a calendar-year plan. Extensions use Form 5558. Except for Form 5500-EZ, all filings in the series must go through the EFAST2 system.¹⁰

Records and the Corporate Name

Keep the Certificate of Dissolution, all filed tax returns, financial statements, and corporate resolutions for at least six years after the final returns are filed. The IRS audit window is normally three years, six if income was understated by 25 percent or more, and open-ended when a return was never filed or fraud is suspected. Keeping filed returns indefinitely removes the guesswork.

The dissolved corporation’s name is not immediately available for reuse. Ohio’s code does not set a specific protected period, but the Secretary of State recommends waiting at least one year before registering a name that belonged to a dissolved entity.¹¹

1
Ohio Legislative Service Commission. Ohio Code 1701.86 – Voluntary Dissolution
2
Ohio Department of Taxation. Business Closing
3
Ohio Department of Taxation. Notification of Dissolution or Surrender – Form D-5
4
Cornell Law Institute. Ohio Admin Code 5703-1-05 – Certification of Payment of Taxes for Purposes of Dissolution
5
Ohio Secretary of State. Certificate of Dissolution – For-Profit, Domestic Corporation
6
Ohio Secretary of State. Business Filing Forms and Fee Schedule
7
Ohio Legislative Service Commission. Ohio Code 1701.88 – Winding Up or Obtaining Reinstatement – Powers and Duties of Directors
8
Internal Revenue Service. About Form 966, Corporate Dissolution or Liquidation
9
Internal Revenue Service. Closing a Business
10
Internal Revenue Service. Form 5500 Corner
11
Ohio Secretary of State. Guide to Name Availability