Withdraw A Foreign Ohio LLC Or Corporation

In this guide to withdrawing a foreign LLC or corporation in Ohio, we’ll go over what it means to be a foreign business, the forms you’ll need to file to withdraw or cancel your business, and anything else you need to know.

Foreign Ohio LLC and Corporation Withdraw Guide

If your out-of-state business has stopped operating in the Buckeye State, you should:

1. File an application with Ohio’s Secretary of State to withdraw your LLC or corporation, and pay all associated fees.
2. Ensure all tax obligations are satisfied (check with the Ohio’s Department of Taxation).
3. Notify your registered agent in Ohio (if you have one) that you’re withdrawing.

Let’s get you started!

What is a foreign business in Ohio?

Being a foreign Ohio business means that a business is not originally formed (or incorporated) in Ohio, but wants to conduct business within the state. In this context, “foreign” doesn’t mean another country—it just means another state or jurisdiction.

To operate legally, the business will need to register with Ohio by completing a process called foreign qualification. If the business stops doing business in Ohio, they can withdraw their business and cancel their foreign registration.

How to Withdraw a Foreign Business in Ohio

Foreign LLCs and foreign corporations file different forms to withdraw their business from the state.

• Foreign LLCs: Certificate of Dissolution of Limited Liability Company/Cancellation of Foreign Limited Liability Company
• Foreign Corporations: Certificate of Withdrawal Foreign Corporation Application

Both forms cost $50 to file, and can be submitted by mail, in person, or online. Filing times vary, but expect 5 to 7 business days (plus time for mailing) unless you pay extra for expedited two day processing.

Online:
Ohio Business Filings

Mail:
Ohio Secretary of State
P.O. Box 1329
Columbus, OH 43216

For two-day processing time (for an extra $100):
Ohio Secretary of State
P.O. Box 1390
Columbus, OH 43216

For in-person service Call ((877) 767-3453 to schedule an appointment first):
Client Service Center
180 Civic Center Dr.
Columbus, Ohio 43215

Note: If filing online, you’ll need an Ohio Business Services account, which you can get HERE.

Foreign Ohio LLC or Corporation Withdrawal FAQs

Do you need an Ohio Department of Taxation clearance first?

Yes, and then some – it’s a process… Part of the procedure involves notifying:

1. The Ohio Department of Taxation (and submitting their form, D-5 Notification of Dissolution or Surrender).
2. The Ohio Job & Family Services office and
3. The treasurer of any counties in Ohio where the corporation has personal property

The goal is to receive a Tax Clearance Certificate from the Department of Taxation, a personal property release from each applicable county treasurer and evidence from the Ohio Job and Family Services showing that all contributions due to the Unemployment Compensation Fund have been paid.

An Ohio statutory agent resignation may also be necessary.

How long before you lose your Certificate of Good Standing?

Since the Ohio Secretary of State does not require business entities to file annual reports – failure to file annual reports won’t cause you to lose your Certificate of Good Standing. But, if you don’t stay on top or your taxes and business licensing, you could find yourself unable to renew your Certificate of Good Standing or possibly even face a Judicial Dissolution.

The length of time that takes would take at least 30 days. Most likely, it would take 60 to 90 days; we are talking about bureaucratic efficiency here. Either scenario would affect your ability to conduct business in Ohio until resolving and reinstating with the Secretary of State.

What happens if I don’t withdraw and just let the annual report filings go unfiled?

The Ohio Secretary of State does not require business entities to file annual reports. However, entities registered in Ohio must file certain items with other agencies. Annual franchise or excise tax returns need to be filed with the Ohio Department of Taxation – and paid, in order to maintain good standing with the Ohio Secretary of State.

Are there late fees and penalties to re-register if you didn’t file a withdrawal correctly?

It really depends on the reason for cancellation. The filing fee for the basic reinstatement form is $25.

If you needed to reinstate due to a tax issue, you’d have to resolve that (including any amounts owed) with the Ohio Department of Taxation. Upon resolution, they will issue a Certificate of Tax Clearance (also called a D-3 certificate). Then you’d have to file the reinstatement paperwork ($25) with the Secretary of State.

If your business was cancelled or dissolved by the Ohio Secretary of State for failing to maintain a statutory agent; you would have to file the reinstatement paperwork ($25) and appoint a statutory agent too ($25).

What is the difference between withdrawing and dissolving a business?

Domestic entities dissolve their business in their home state. Foreign entities withdraw their business from a foreign jurisdiction.

For example, an LLC that originated in Ohio is domestic to Ohio. If it stopped operating in the state, it would need to dissolve the business. If it operated as a foreign business in another state, it would need to withdrawal from that state if it wanted to close up shop.

Learn how to dissolve a Ohio LLC or a Ohio corporation.

What if I want to start a foreign LLC or corporation in Ohio?

Hang on Sloopy, we got ya! Head over to our comprehensive guides on how to form a foreign Ohio LLC or start a foreign Ohio corporation. Or hire us to do it for you!