To dissolve an Ohio LLC, you will need to follow a series of legal steps. Here is a breakdown of the process:
- Check the LLC's operating agreement: The LLC's operating agreement should outline the procedure for dissolution. If there is no provision in the operating agreement, the Ohio Revised Code Section 1705.59 provides guidance on dissolving LLC's.
- Vote on dissolution: The members or managers of the LLC must vote on whether to dissolve the LLC. The Ohio Revised Code requires at least 2/3 of the members or managers to approve the dissolution unless the LLC's operating agreement specifies a different standard.
- File certificate of dissolution: The LLC must file a certificate of dissolution with the Ohio Secretary of State. The certificate of dissolution should include the LLC's name, date of dissolution, and the reason for the dissolution. This filing can be done online.
- Settle any outstanding debts: The LLC must settle all outstanding debts and obligations before finalizing the dissolution process. This includes paying off creditors and distributing assets to members in accordance with the operating agreement.
- Notify other entities: If the LLC has registered with the Ohio Department of Taxation, Workers' Compensation, or other state entities, it must also notify them of the dissolution.
It is important to note that some LLC's may have additional steps and requirements for dissolution included in their operating agreement or required by their industry or business structure. If additional steps are required, it is recommended to consult a licensed attorney to ensure compliance.
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