There may come a time when it makes sense to bring a corporation to an end. Even great businesses sometimes have an expiration date. In Ohio, there are strict rules and procedures that must be followed when dissolving a registered corporation.
A company that fails to follow requirements could run into serious problems — potentially even facing serious financial liability. Here, our Cortland business lawyer discusses the most important things you need to know about dissolving corporations in Ohio.
Complete and File a Certificate of Dissolution
To dissolve a registered corporation in Ohio, you must complete the Certificate of Dissolution and file it with the Ohio Secretary of State. As of 2020, it costs $50 to file this document. Make sure you sign the documents and get a signature from an official Notary Public. Here is the appropriate form: Ohio Certificate of Dissolution filing form.
An Overview of the Required Documentation
Before your Certificate of Dissolution will be approved and finalized, you must have certain documentation. Without all relevant documents and records, a dissolution will not be able to go forward. More specifically, the required documentation includes:
- Proof of Payment to the Unemployment Compensation Fund: Registered corporations must pay into the Ohio unemployment compensation fund. State regulators will need to confirm the appropriate payments have been made.
- Proof of Payment of Workers’ Compensation Premiums: Corporations in Ohio also have a duty to pay into the state’s no-fault workers’ compensation fund. If workers’ comp premiums are not made, the company could be prevented from dissolving.
- Notice and Sufficient Support from Shareholders: Finally, Ohio has rules in place regarding shareholder rights and corporate dissolution. Shareholders should be notified of an impending/proposed dissolution. Unless the specific articles of corporation indicate otherwise, most corporations need a two-third shareholder majority to dissolve.
- Proof of Full Tax Payments: Finally, Ohio will also need documentation proving the corporation has satisfied any tax liability. Outstanding debts could hinder a company’s ability to dissolve.
Make Sure Loose Ends are Tied Up
Before you wrap up your business operations, it is important to tie up all loose ends. The last thing you want to deal with is a lawsuit from a customer, vendor, supplier, creditor, or legal action from state regulators. When things are done properly, a corporation can be effectively dissolved. If you have questions about closing a corporation, an experienced Ohio business dissolution attorney can help.
Call Our Cortland, Ohio Business Lawyer for Help
At The Law Office of John C. Grundy, our Ohio commercial law attorney has the skills, experience, and legal knowledge to handle the full range of business dissolution cases. If you are winding down business operations, we are here to help. To set up your no cost, no obligation initial consultation, please contact our legal team right away. From our office in Cortland, we represent business owners throughout Northeast Ohio, including in Warren, Akron, Andover and Youngstown.