Nicolas C. Oehler
📞 (419) 631-8350
✉️ nicoehler13@gmail.com
🌐 www.linkedin.com/in/nicolas-oehler-499666186
This guide explains how to properly dissolve an Ohio LLC, with practical tips tailored to Union County business owners.
Step 1: Review the Operating Agreement and Ohio Law
The first step in dissolving an LLC in Ohio is to review the company’s operating agreement. Most operating agreements outline how dissolution must be approved, typically requiring a vote or written consent of the members. Even single-member LLCs should document the decision to dissolve.
If the operating agreement is silent, Ohio Revised Code Chapter 1706 governs the process. Under Ohio law, member approval is generally required, and the decision should be documented in company records. Proper documentation is important in case questions arise later from creditors, tax authorities, or former members.
Step 2: Stop Business Operations and Begin Winding Up
Once dissolution is authorized, the LLC must begin the “winding up” process. This means the business should stop normal operations and focus only on closing out its affairs. Winding up typically includes:
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Collecting outstanding receivables
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Finishing or terminating contracts where permitted
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Closing or assigning leases
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Selling business assets if necessary
For Union County businesses, this may also involve notifying local vendors, landlords, or customers in Marysville or nearby communities that the company is closing.
Step 3: Notify Creditors and Pay Debts
Before distributing any money or property to members, the LLC must pay its debts or make reasonable provision for them. Known creditors should be notified of the dissolution and given an opportunity to submit claims.
Failing to properly address debts is one of the most common mistakes business owners make when dissolving an LLC. If liabilities are ignored, members or managers could face legal claims even after the business is dissolved.
Step 4: Handle Ohio and Federal Tax Obligations
Tax compliance is a critical part of dissolving an LLC in Ohio. The company must file all final tax returns and pay any outstanding taxes. This may include:
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Sales tax accounts
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Employer withholding and payroll taxes
If the LLC had employees in Union County, payroll accounts must be closed and final employment tax filings completed. Taxes are one area where problems frequently arise after dissolution, so careful attention here can prevent future issues.
Step 5: File a Certificate of Dissolution with the Ohio Secretary of State
To formally dissolve the LLC, a Certificate of Dissolution must be filed with the Ohio Secretary of State. This filing officially ends the LLC’s existence under Ohio law, except for limited winding-up purposes.
The Certificate of Dissolution can be filed online through Ohio Business Central or by mail. The filing requires basic information, including the LLC’s legal name and registration number, and is subject to a filing fee. Once accepted, the state will reflect that the LLC is dissolved.
Step 6: Cancel Licenses, Permits, and Registrations
Union County businesses often hold local licenses or permits in addition to state registrations. After dissolution, these should be canceled to avoid unnecessary fees or compliance notices. This may include:
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Local business licenses
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Vendor or sales tax permits
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Professional or regulatory licenses
Bank accounts, credit cards, and merchant accounts should also be closed once all transactions are complete.
Step 7: Distribute Remaining Assets
After debts and taxes are paid, any remaining assets may be distributed to members. Distributions must follow the operating agreement or, if none exists, Ohio statutory rules. Improper distributions, especially those made before creditors are satisfied, can create personal liability for members.
Step 8: Retain Business Records
Even after dissolution, it is important to keep business records for several years. This includes tax filings, bank statements, contracts, and dissolution documents. If questions arise later, having organized records can save significant time and expense.
Why Proper Dissolution Matters in Union County
Simply abandoning an LLC or letting it “go inactive” is not the same as legally dissolving it. An Ohio LLC that is not properly dissolved may continue to incur state fees, receive tax notices, or face lawsuits. For Union County business owners, proper dissolution provides a clean legal exit and peace of mind.
Final Thoughts
Dissolving an LLC in Ohio involves more than filing a single form. From member approval and winding up affairs to tax compliance and state filings, each step plays an important role in protecting owners from future liability. If you operate a business in Union County, Ohio, taking the time to dissolve your LLC correctly can help ensure a smooth and legally sound closure.
Disclaimer: This post is for general informational purposes only and does not constitute legal advice. Reading this article does not create an attorney-client relationship. Every situation is unique, and you should consult with qualified legal counsel before making decisions regarding your specific business or legal matter.
Nicolas C. Oehler
📞 (419) 631-8350
✉️ nicoehler13@gmail.com
🌐 www.linkedin.com/in/nicolas-oehler-499666186
