Nonprofit Corporation Administrative Dissolution and Reinstatement in Ohio

At a glance

Requirements one by one

Entity and agency

Ohio uses cancellation of articles under §§ 1702.06 and 1702.59. The continued- existence requirement has express exemptions: § 1702.59(C) exempts entities covered by § 1702.06(N) and those regulated or supervised by another state agency. This comparison follows an ordinary domestic nonprofit.

Report, fee, or tax failure

Section 1702.59(A) requires a verified statement signed by a director, officer, or three members in good standing. It states the name, principal-office place, incorporation date, continuing exercise of corporate privileges, and agent's name and address. The five-year cycle runs from incorporation or the last corporate filing, rather than an annual fiscal-year reporting date.

Agent and other grounds

A replacement agent must be appointed promptly after an agent dies, leaves Ohio, or resigns; an address change also must be filed promptly. Under § 1702.06(F), a resigning agent sends the corporation a copy of the filed notice, and the agent's authority terminates 60 days after filing. That resignation clock differs from the cancellation cure clock.

Notice and cure

The agent-default clock in § 1702.06(M) starts with the Secretary's mailing, not the corporation's receipt. It permits the Secretary to grant a further period. For a continued-existence statement, § 1702.59(D) instead requires ordinary or electronic mail and a compliance form sent to the last known address on the record or found by reasonable search; it does not state that same 30-day cure rule.

When status changes

Agent-default cancellation occurs at the end of the allowed period “without further notice or action by the secretary of state.” The record notation follows. Section 1702.59(E) directs cancellation, a record notation, and a mailed certificate when the required fifth-year statement is not filed.

Powers afterward

Section 1702.49(A) requires the corporation to cease ordinary activities and limits its acts to winding up, obtaining reinstatement, or acts protected upon reinstatement under § 1702.60(C). It continues as a corporation for those purposes. Under § 1702.49(C), process may be delivered to an officer, director, liquidator, or person holding its assets; the statutory agent is the fallback when none can be found.

Reinstatement window

Both § 1702.06(M) and § 1702.59(F) now require filing “within two years of the cancellation.” Senate Bill 98 added those words in 2024. Older descriptions of an unlimited Chapter 1702 restoration route omit that limit.

Filings, payments, and name

The agent route requires the prescribed reinstatement application and missing agent appointment or address statement. Section 1702.06(K) identifies the signer of an agent filing as an authorized officer, or incorporators/a majority of them if directors have not been elected. Section 111.16(Q) fixes the reinstatement filing fee at $25; subsection (R) separately charges $25 for an ordinary agent or address-change filing.

The name rule and the two-year deadline are different traps, explained below.

Effect and review

Section 1702.60(A) restores property, credits, contracts, and other rights as if the articles had not been canceled. Subsection (D) expressly describes reinstatement as retroactive to cancellation. These reinstatement sections state restoration conditions, without a separate denial-review procedure.

What trips people up

• The name protection expires first. Sections 1702.59(F) and 1702.60(A) reserve the old name for one year. An application after that year can require an articles amendment if a conflicting name has been filed, even while the two-year reinstatement window remains open.
• Interim acts have conditions. Under § 1702.60(B)-(C), the actor must have lacked knowledge of cancellation and acted within the scope of the former articles. If both conditions hold, the acts retain their force and effect, the corporation is exclusively liable, and the specified winding-up restriction is not violated. Restoration is not blanket permission to keep operating with knowledge of cancellation.

Common questions

Can the restored certificate also be recorded locally?

Yes. Section 1702.59(F) permits filing a reinstatement certificate in any Ohio county recorder's office and specifies a $1 base fee plus a $1 housing-trust- fund fee for that recording.

Does Ohio tell the Tax Commissioner about a corporate cancellation?

Yes. Section 1702.06(M) requires a monthly list of agent-default cancellations and reinstatements; § 1702.59(G) requires a list of corporations that did not file the continued-existence statement. Corporate restoration and any separate tax-exemption question remain distinct.

Can a pending claim still be pursued after cancellation?

Section 1702.49(B) permits an existing claim or pending proceeding to be prosecuted to judgment, with the ordinary right of appeal, subject to the statutory stay provision.

Statutes and sources

The quotations above identify the operative provisions in these official enrolled acts:

• Ohio Rev. Code § 1702.06(M); § 1702.06(D)-(F), (K)-(L); § 1702.59(B)–(F); § 1702.59(A), (G) — 135th G.A. S.B. 98.
• Ohio Rev. Code § 1702.49(A)–(C) — 123rd G.A. H.B. 597.
• Ohio Rev. Code § 1702.60(A)–(D) — 122nd G.A. H.B. 579.
• Ohio Rev. Code § 111.16(Q); § 111.16(R) — 135th G.A. H.B. 315.

All accessed September 29, 2026.