Ohio Articles of Dissolution

Introduction

Key Things to Know

1. 1

   An Ohio Certificate of Dissolution, Secretary of State Form 561, is the filing that winds up a domestic for-profit corporation, an Ohio stock corporation under Revised Code Chapter 1701. Ohio does not use the label articles of dissolution. A domestic limited liability company files Form 616 instead, and a nonprofit corporation files Form 560.

2. 2

   Form 561 does not travel alone. Revised Code Section 1701.86(H) says the certificate shall be accompanied by five items: an affidavit naming the Ohio counties where the corporation holds personal property, evidence from the Department of Taxation that taxes administered by the tax commissioner are paid, evidence on personal property taxes, evidence from the Director of Job and Family Services on employer contributions, and evidence from the Bureau of Workers' Compensation on premiums.

3. 3

   Section 1701.86(I) is the shortcut, and it got wider on October 24, 2024. One affidavit now replaces four of those five items, the Department of Taxation certificate included. The affidavit has to give the date each agency was told in writing of the scheduled effective date, acknowledge that dissolving does not by itself clear tax liabilities, and confirm that Ohio tax-circumstances information went to the Department of Taxation on a form the tax commissioner prescribes.

4. 4

   Notarization splits in Ohio. The certificate pages carry a signature line and no notary block; the word notary appears nowhere in Section 1701.86. The affidavit page of Form 561 is different, with a venue line, a sworn-to-or-affirmed line, a notary seal area and the expiration date of the notary's commission. So the certificate is signed and the affidavit riding with it is sworn.

5. 5

   Fifty dollars ($50), filed with the Ohio Secretary of State's Business Services Division or online through Ohio Business Central. Revised Code Section 111.16(N)(1) prices a certificate of dissolution and accompanying documents at fifty dollars, and the Secretary of State's published fee table and the face of Form 561 agree. Regular service costs nothing extra; expedited and preclearance service add $50 to $300.

6. 6

   Shareholders approve by two-thirds of the voting power on the proposal, which the articles may raise or lower but never below a majority, and notice of the meeting goes to every shareholder whether or not they can vote on it (Section 1701.86(E)). Incorporators may act instead before the corporation begins business, and directors may act alone only in the five situations Section 1701.86(D) lists, such as adjudged bankruptcy or a judicial sale of substantially all assets.

7. 7

   Creditor notice is mandatory here, not optional. Certified or registered mail, return receipt requested, to each known creditor and each claimant, including conditional, unmatured and contingent claims, with a deadline at least sixty days out (Section 1701.87). The corporation then stays in existence five years from the dissolution to wind up (Section 1701.88(A)), and a court may stretch that.

Ohio Requirements for Articles of Dissolution

• Department of Taxation Evidence, or the Section 1701.86(I) Affidavit

  Revised Code Section 1701.86(H)(2) makes the default a certificate or other evidence from the department of taxation showing all taxes administered by and required to be paid to the tax commissioner that are or will be due on the date of dissolution have been paid. Section 1701.86(I) permits a sworn affidavit in lieu of it. Ohio law does not use the phrase tax clearance anywhere in this section.

• House Bill 301 Widened the Affidavit Route on October 24, 2024

  House Bill 301 of the 135th General Assembly, effective October 24, 2024, rewrote Section 1701.86(I) to cover divisions (H)(2), (3), (4) and (5). The superseded text reached only (H)(3), (4) and (5), so the Department of Taxation certificate had been the one item no affidavit could replace. The amendment also dropped the adequate-guarantee clause from (H)(2) and added the acknowledgment and tax-information items at (I)(2) and (I)(3).

• Four Agencies, Plus a County Affidavit That Cannot Be Waived

  Section 1701.86(H) names the Department of Taxation at (H)(2), personal property taxes at (H)(3), the Director of Job and Family Services at (H)(4) and the Bureau of Workers' Compensation at (H)(5). The affidavit under division (I) reaches all four. It does not reach (H)(1), the affidavit stating the Ohio counties in which the corporation holds personal property, which is required on every filing.

• Form 561, Certificate of Dissolution, Revised 10/2024

  Ohio calls the instrument a Certificate of Dissolution, not articles of dissolution, and the Secretary of State prescribes Form 561 under Section 1701.86(F). The current revision is 10/2024 and the form runs nine pages because the creditor notice and the affidavit are bound into it. One filing only; Ohio has no intent-to-dissolve prefiling. A domestic LLC uses Form 616 and a nonprofit corporation Form 560.

• Fifty Dollar Filing Fee, No Short Form

  Revised Code Section 111.16(N)(1) sets fifty dollars for filing and recording a certificate of dissolution and accompanying documents under section 1701.86, matching the Secretary of State fee table and the face of Form 561. There is no surcharge subsection and no reduced or short-form route: the incorporators option for a corporation that never began business is a checkbox on the same $50 form. Expedited and preclearance service add $50 to $300.

• Two-Thirds of the Voting Power, and Notice to Every Shareholder

  Under Section 1701.86(E) shareholders adopt the resolution by holders of shares entitling them to exercise two-thirds of the voting power on the proposal, or a greater or lesser proportion the articles set, never below a majority, plus any class vote the articles require. Notice of the meeting must go to all shareholders whether or not entitled to vote at it. Incorporators may act under (C) before the corporation begins business; directors alone only in the five cases (D) lists.

• Mandatory Certified-Mail Creditor Notice With a Sixty-Day Deadline

  Section 1701.87(A) requires notice of dissolution by certified or registered mail, return receipt requested, to each known creditor and each claimant, including conditional, unmatured and contingent claims, with a deadline not less than sixty days after the notice is given; a claim not delivered by then is barred. Division (E) adds posting on any corporate website and a copy to the Secretary of State, who publishes the certificate and the notice. Rejecting a claim starts a thirty-day clock for the claimant to sue (Section 1701.881(A)).

• Five Years of Continued Corporate Existence After Dissolution

  Section 1701.88(A) keeps a dissolved Ohio corporation in existence for five years from the dissolution to wind up, extendable by a court under Section 1701.89, and division (C) continues it as a body corporate past five years for any action already begun. Section 1701.88(D)(15) bars distribution to shareholders until known obligations are paid or adequately provided for, and Section 1701.95(A)(1)(b) makes directors jointly and severally liable for a dissolution distribution that skips that step.