LLC Administrative Dissolution and Involuntary Termination in Ohio
At a glance
| Law, agency and LLC scope | Ohio Rev. Code § 1706.09(L); Secretary of State cancels a domestic LLC's articles for the stated agent default. |
|---|---|
| Grounds and trigger dates | Failure to continuously maintain an agent or to file a change of the agent's name or address (§ 1706.09(L)). |
| Agency notice | Secretary gives default notice by ordinary or electronic mail to the company's supplied email or the address in the agent's resignation notice (§ 1706.09(L)). |
| Cure or response window | Cure the agent default within 30 days after the Secretary mails notice, or within a longer period the Secretary grants (§ 1706.09(L)). |
| Action and effective date | At the uncured period's expiration, articles cancel without further notice or Secretary action; Secretary notes cancellation on the record (§ 1706.09(L)). |
| Status, activity and service | Statute addresses restored rights upon reinstatement; § 1706.09(H)(2) permits Secretary-of-State service, on affidavit and fee, when no agent is maintained (§§ 1706.09(H)(2), 1706.46). |
| Special routes and effects | Secretary furnishes the tax commissioner a monthly list of companies canceled and reinstated under this agent-default route (§ 1706.09(L)). |
| Route back and limits | Within two years, file prescribed reinstatement application and agent appointment or statement, and pay § 111.16(Q) fee; § 1706.46 restores rights subject to its stated conditions (§§ 1706.09(L), 1706.46). |
Requirements one by one
Agent lapse is the statutory trigger
Section 1706.09(A) requires each Ohio LLC to maintain an agent for service of process continuously. If the agent dies, resigns, or moves out of state, § 1706.09(D) requires a replacement appointment forthwith; an agent address change calls for a filing under § 1706.09(E). Section 1706.09(L) makes failure to maintain the agent or file an agent name or address change the ground for canceling the LLC's articles.
Notice starts the cure clock
Under § 1706.09(L), the Secretary of State sends a notice of default by ordinary or electronic mail to the company's supplied email address or to the address in the agent's resignation notice. The company has 30 days after mailing, or any longer period the Secretary grants, to cure. If that period expires uncured, the articles cancel without another notice or action; the Secretary then notes the cancellation in the records. A resignation itself ends the agent's authority 30 days after the agent files notice under § 1706.09(F), a different 30-day clock.
Service and restoration have separate conditions
If the company fails to maintain an agent, § 1706.09(H)(2) permits service through the Secretary of State after the serving party files the specified diligent-search affidavit and supplies four copies and a $5 fee. The Secretary must forward notice and a copy by certified mail; service is made when the Secretary gives notice and forwards the papers.
Within two years of cancellation, § 1706.09(L) permits the LLC to file the prescribed reinstatement application with the required agent appointment or statement and fee. Section 1706.46(A) restores the company's existing rights and privileges upon reinstatement. Its special rule for conduct between cancellation and reinstatement applies only if the actor lacked knowledge of the cancellation and acted within the pre-cancellation articles' scope (§ 1706.46(B)).
What trips people up
The Secretary's monthly list to the tax commissioner under § 1706.09(L) reports cancellations and reinstatements; it is a post-action communication, not the notice that starts the LLC's cure period. The Secretary's notation records a cancellation that the statute makes automatic at the uncured period's expiration.
Common questions
Can the Secretary give more than 30 days to cure? Yes. Section 1706.09(L) allows a further period granted by the Secretary of State.
Must the LLC apply immediately after cancellation? Section 1706.09(L) allows a reinstatement filing within two years. The separate reinstatement survey covers the application and later effects in detail.
Statutes and sources
- Ohio Rev. Code § 1706.09(A), (D)–(F), (H)(2), (L) — continuous agent duty, default notice, cure, automatic cancellation, service, and reinstatement. Official text (accessed September 26, 2026).
- Ohio Rev. Code § 1706.46(A)–(B) — rights restored on reinstatement and conditions for interval acts. Official text (accessed September 26, 2026).
Source links
Every statute quoted above, linked, with the date we checked it.
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