Corporation Voluntary Dissolution and Closure Packet - Ohio

OHIO CORPORATION VOLUNTARY DISSOLUTION AND CLOSURE PACKET

Scope gate. Use only for a consensual Ohio domestic for-profit corporation that can pay or adequately provide for its obligations. Do not use for a disputed or judicial dissolution, insolvency or bankruptcy, nonprofit corporation, regulated entity, merger, or unresolved authority or ownership dispute.

Separate systems remain separate. An Ohio certificate of dissolution does not itself close federal or state tax accounts, payroll, licenses, bank accounts, contracts, benefit plans, insurance, or foreign registrations.

Use this packet with the universal board resolution and universal plan of dissolution and liquidation, customized to the Ohio authorization and notice rules below.

1. ENTITY AND ROUTE CHECK

☐ State record, articles, regulations, stock ledger, shareholder agreements, and board records reviewed.

☐ Chapter 1704 applicability and any restriction on the proposed dissolution reviewed by Ohio counsel.

2. OHIO AUTHORIZATION GATE

Select the applicable route:

☐ Pre-business incorporator route — R.C. 1701.86(C). Before the statutory capital/subscription trigger, the incorporators or a majority of them signed a written dissolution resolution.

☐ Shareholder route — R.C. 1701.86(E). At a meeting called for dissolution, all shareholders received notice whether or not entitled to vote. Holders of at least two-thirds of the voting power approved, together with any required class vote, unless the articles validly set a greater or lesser threshold not below a majority.

☐ Director-only statutory route — R.C. 1701.86(D). Use only after Ohio counsel confirms that one of the section's limited predicates applies; this packet does not convert an ordinary consensual closure into a director-only dissolution.

Approval record

3. CERTIFICATE, NOTICE, AND WINDING UP

Under R.C. 1701.86, the prescribed certificate states the corporate name, adoption of the dissolution resolution and manner of adoption, principal-office location, domain names, statutory agent, and any dissolution date. A delayed dissolution date may not be more than 90 days after filing.

Before filing, complete the tax, personal-property-tax, unemployment-contribution, and workers' compensation evidence or permitted affidavit analysis required by R.C. 1701.86(H)-(I).

Under R.C. 1701.87, send each known creditor and claimant—including conditional, unmatured, and contingent claimants—a certified- or registered-mail notice, return receipt requested. The notice must require a written claim, give the claim address and a deadline of at least 60 days, state the bar consequence, and warn that other distributions may occur without further notice. Post the notice on any corporate website and provide a copy to the Secretary of State.

Under R.C. 1701.88, the corporation ceases ordinary business and continues for winding-up purposes. Directors must proceed as speedily as practicable, apply assets to obligations, and pay or adequately provide for known and reasonably anticipated obligations before distributing the remainder according to shareholder rights.

Claim-notice log

☐ Corporate website and Secretary of State notice-copy requirements completed.

☐ Known and reasonably anticipated claims included in the reserve analysis.

4. OHIO FILING PREPARATION

☐ Secretary of State Form 561 completed with the exact name, charter number, principal-office location, domain-name information, and statutory-agent information.

☐ Required tax, unemployment, and workers' compensation evidence or permitted affidavits attached.

☐ Signer and any delayed dissolution date satisfy R.C. 1701.86.

As of 2026-07-29, official Form 561 (revised October 2024) states a $50 filing fee and requires typed, single-sided paper for a paper filing. Recheck the current form, fee, filing channel, and attachment instructions immediately before submission.

5. SEPARATE CLOSURE WORK

☐ Final payroll, wage, benefits, and employee notices completed.

☐ Federal and Ohio tax and information-return work reviewed separately.

☐ Licenses, permits, assumed names, contracts, insurance, subscriptions, utilities, and financial accounts separately closed or transferred.

☐ Foreign registrations separately withdrawn.

☐ Records retained at [LOCATION] by [CUSTODIAN] through [DATE].

6. FINAL CLOSURE CERTIFICATE

The undersigned certifies that the selected authorization is documented; mandatory creditor notices were completed; obligations were paid or adequately provided for before distributions; the Ohio filing was accepted; and the remaining closure tasks are completed or assigned.

Authorized signer: [________________________________]

Signature: [________________________________] Date: [__/__/____]

SOURCES AND REFERENCES

• Ohio Revised Code § 1701.86
• Ohio Revised Code § 1701.87
• Ohio Revised Code § 1701.88
• Ohio Secretary of State — Form 561

Statutes, form, and dated filing facts verified 2026-07-29; recheck immediately before submission.