Corporation Reinstatement and Revival Requirements in Ohio

At a glance

Requirements one by one

The deadline depends on the cancellation route

Ohio Rev. Code § 1701.07(M) gives a corporation canceled for failing to maintain or update its statutory-agent record two years from cancellation to file the prescribed reinstatement application, the required agent appointment or statement, and the filing fee.

Tax cancellation works differently. Section 5703.91 applies after a required corporate report, return, tax, or fee remains in default for 90 days and the Tax Commissioner certifies the default. Section 5703.93(A)(4) then permits an officer, shareholder, creditor, or receiver to take the required reinstatement steps “at any time.”

The agent route requires the missing agent filing

The application alone does not cure an agent-default cancellation. Section 1701.07(M) requires the application and the missing appointment or address statement. Under § 1701.07(C), the appointment identifies the agent and the Ohio residence or usual business address. Section 1701.07(B) requires the new agent's written acceptance under § 1701.07(B), while § 1701.07(K) permits an authorized officer—or the incorporators or their majority if no directors have been elected—to sign the appointment or statement.

Tax cancellation requires current tax-law clearance

Ohio Rev. Code § 5703.93(A) requires more than the $25 filing charge. The corporation must pay any additional Secretary of State fees and penalties and file a Tax Commissioner certificate confirming compliance with the tax laws administered by the Commissioner and payment of every tax, fee, or penalty due for each delinquent year.

Retroactivity has a knowledge condition

Section 1701.922(A) revests the corporation's rights, property, credits, and contract rights as if the articles had not been canceled. Its interim-act rule is narrower. Under § 1701.922(B), an officer's, agent's, or employee's act gets the same force and effect as an active-corporation act only when it stayed within the former articles and that person did not know the articles had been canceled. When both conditions hold, the corporation is exclusively liable for that act.

What trips people up

• Two years applies only to the agent-default route. The tax-cancellation statute instead authorizes the listed actors to complete the cure at any time.
• The former name is protected for one year, not for the whole filing window. If reinstatement occurs later and a conflicting name has been filed, §§ 1701.922(A) and 5703.93(A)(2) require an articles amendment to an available name.
• The $25 fee is not the tax-route total. Section 111.16(Q) fixes the reinstatement filing fee, but § 5703.93(A) separately requires outstanding taxes, fees, penalties, and other state charges.
• Retroactive restoration is not unconditional validation. The statute's express scope-and-knowledge conditions still control interim acts.

Common questions

Can a shareholder reinstate a tax-canceled corporation? Yes. Section 5703.93(A)(4) names an officer, shareholder, creditor, or receiver as a person who may take all required steps.

Does an agent appointment by itself restore the corporation? No. The agent-default route requires the prescribed reinstatement application, the required appointment or statement, and the filing fee within two years.

Does reinstatement automatically validate every contract signed during cancellation? No. Section 1701.922 protects an interim act under its special rule only when the act was within the former articles and the actor lacked knowledge of cancellation.

What happens if the old name has been taken? After the one-year reservation period, reinstatement may require an articles amendment to a distinguishable name.

Statutes and sources

• Ohio Rev. Code § 1701.07 — statutory-agent appointment, cancellation, two-year reinstatement application, cure, signature, and excluded regulated corporations. Official enrolled H.B. 96 text (accessed 2026-08-17).
• Ohio Rev. Code §§ 5703.91 and 5703.93 — tax-default cancellation, clearance, arrears, name cure, eligible actors, and effect. Official enrolled H.B. 59 text (accessed 2026-08-17).
• Ohio Rev. Code § 111.16(Q) — $25 reinstatement filing fee. Official enrolled H.B. 315 text (accessed 2026-08-17).
• Ohio Rev. Code § 1701.922 — one-year name reservation, restoration of rights and property, conditional interim-act protection, exclusive corporate liability, and retroactive remedial construction. Official enrolled H.B. 59 text (accessed 2026-08-17).