Gerner & Kearns Co., L.P.A.

How to close a business in Ohio -- and do it correctly

Closing down a business seems like it should be simple. Just tell everyone you're sorry but it's time to close up shop, shut the doors and turn off the proverbial lights, then move on. If only it worked that way.

Dissolving a business in Ohio can be quite a complicated affair, with a whole host of state agencies and departments you may need to contact, plus a suite of potential business accounts to close.

Filing a dissolution

This is one of the simpler steps when dissolving a business in Ohio. Depending on the type of business entity, you might need to file a certificate of dissolution with the Secretary of State.

This is a relatively straightforward form and requires a $50 filing fee. A business owner can choose to pay more for an expedited process.

Closing business accounts and resolving tax liabilities

This is where things can get complicated.

In order to fully dissolve a business, you have to close the company’s accounts with the Ohio Department of Taxation. That includes ensuring all tax liabilities are paid and all filings submitted. Depending on your business, you also may need to consider:

  • Filing a form D5 once all payments are made with regards to the corporation franchise tax
  • Submitting forms if the business held individual income or school district income from workers
  • Completing forms detailing the value of ownership interest and registration status of any remaining group members
  • Cancelling the business’ workers’ compensation policy
  • Cancelling a professional license
  • Ensuring excise and energy taxes are paid, and the account cancelled

This is only a sampling of the potential steps a business owner might have to go through in order to officially dissolve a business. This is all in addition to other business-related winding up needs some businesses will have to deal with, such as collecting assets, discharging or making reasonable provisions for the company’s liabilities and distributing remaining assets to members.

And of course, there may be some federal requirements as well.

Every situation is different

No business dissolution is quite the same as another. Each company requires a level of care and attention to ensure all i’s are dotted and t’s are crossed – which, with all of the varying rules and regulations to consider, can be quite tricky.

What happens if you miss a step, submit the wrong form or don’t get something in on time? Potentially an unpleasant surprise down the line, followed by more hassle. That’s the last thing many former business owners want to deal with.

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