How to Dissolve an LLC in Ohio (2026)

To dissolve an LLC in Ohio, file a Certificate of Dissolution (Form 616) with the Ohio Secretary of State, for a $50 fee, most easily online through Ohio Business Central. Two things make Ohio relatively painless: there's no LLC annual report, so a dormant Ohio LLC isn't quietly racking up yearly fees, and unlike Ohio corporations, LLCs don't need a tax-clearance certificate to dissolve. The main tax step for an LLC is closing your Commercial Activity Tax (CAT) account through the Ohio Business Gateway.

Here's the full process and the Ohio-specific specifics.

Ohio LLC dissolution at a glance

Step 1: Vote to dissolve and document it

Check your operating agreement for the dissolution procedure and hold the required member vote, then record it in writing, including the manner the resolution was adopted. The documented decision supports the Certificate of Dissolution.

Step 2: Wind up the business and settle debts

Wind up the LLC's affairs: notify known creditors, pay or provide for the company's debts, and distribute remaining assets to members, creditors first. After dissolution, an Ohio LLC may carry on only the business needed to wind up and liquidate. Distributing assets ahead of creditors can create personal exposure.

Step 3: Close your Commercial Activity Tax account

Ohio's LLC-specific tax step is the Commercial Activity Tax (CAT), a tax on business gross receipts administered by the Ohio Department of Taxation. To close it, file a final CAT return and select "cancel my account" through the Ohio Business Gateway. File your final Ohio and federal income tax returns as well, and close any sales-tax or employer-withholding accounts. Importantly, Ohio LLCs do not need to obtain a tax-clearance certificate to dissolve, that requirement applies to Ohio corporations (which must get a Certificate of Tax Clearance via Form D5 and show clearances from Job and Family Services and Workers' Compensation). For an LLC, closing the CAT account and filing final returns is the tax side.

Step 4: File the Certificate of Dissolution (Form 616)

File Form 616, the Certificate of Dissolution of an LLC, with the Secretary of State, $50. The easiest route is online through Ohio Business Central; you can also file by mail or in person (Ohio doesn't require original signatures). You can set the dissolution to be effective on the filing date or a later date up to 90 days out. Expedited processing is available: $100 for two-day, $200 for one-day (walk-in), or $300 for four-hour (walk-in). Once processed, the LLC's existence ends.

Step 5: Close accounts, licenses, and registrations

Finish by canceling local business licenses and permits, closing business bank accounts, canceling the EIN with the IRS if appropriate, and withdrawing any out-of-state registrations.

The Ohio wrinkle: no annual report, and the corporation/LLC tax split

Ohio's defining features both work in an LLC owner's favor, with one task not to overlook. First, Ohio has no annual report for LLCs. Unlike most states, an Ohio LLC doesn't owe a yearly report or fee just to exist, which means a dormant Ohio LLC isn't accumulating annual charges the way it would in, say, Massachusetts or Tennessee. That lowers the financial urgency, though you should still dissolve to close out your tax accounts and end the entity cleanly.

Second, the tax-clearance split. People researching Ohio dissolution often run into the tax-clearance requirement, the Certificate of Tax Clearance, Form D5, and the unemployment and workers'-comp clearances, and assume it applies to them. It doesn't, if you're an LLC. That clearance regime applies to Ohio corporations, not LLCs. For an LLC, there's no tax-clearance certificate to obtain; you just close your Commercial Activity Tax account through the Business Gateway and file final returns. So the Ohio LLC dissolution is simpler than the corporation process it's often confused with. The one thing not to skip is the CAT account closure, leaving it open is the kind of loose end that generates notices, the same lesson as in can you just walk away from an LLC.

Frequently asked questions

Do I need a tax clearance to dissolve an Ohio LLC?

No, not for an LLC. Ohio requires corporations to obtain a Certificate of Tax Clearance (Form D5), plus clearances from Job and Family Services and Workers' Compensation, but that requirement does not apply to LLCs. For an Ohio LLC, you close your Commercial Activity Tax (CAT) account through the Ohio Business Gateway and file your final returns, but there's no tax-clearance certificate gating the Secretary of State filing.

Does Ohio require an annual report for LLCs?

No. Ohio is one of the states that doesn't require LLCs to file an annual report, so an Ohio LLC doesn't accrue yearly state fees just for existing. That said, you should still formally dissolve when you're done, because the entity remains legally active and your tax accounts (like the CAT account) stay open until you close them, regardless of the lack of an annual report.

How much does it cost to dissolve an Ohio LLC?

The Certificate of Dissolution (Form 616) costs $50, filed through Ohio Business Central or by mail. Expedited processing costs more ($100 two-day, $200 one-day, $300 four-hour). There's no tax-clearance fee for LLCs and no back-annual-report cost (Ohio has no LLC annual report), so for most LLCs the $50 filing fee is essentially the whole cost.

This page covers the Ohio specifics; for the general framework, see our complete guide to how to dissolve an LLC, and for neighboring states, Pennsylvania and Michigan. Ohio's official filing is at the Ohio Secretary of State, and the CAT account is closed through the Ohio Department of Taxation / Business Gateway.