Ohio Foreign Registration › Cancelling

Ending an Ohio foreign LLC registration, and how corporations leave

A foreign LLC leaves Ohio by filing Form 618, the certificate of cancellation of its registration, for $50. The cancellation is effective as soon as the Secretary of State files it. A corporation leaves with a certificate of surrender for $50. We prepare either for $199.

Leaving at a glance

LLC cancellation: Form 618, $50
Law: R.C. 1706.514
Effective: On filing by the Secretary of State
Corporation surrender: Form 564, $50
Agent change: Form 521, $25
Correction: Form 612, $50

When is it time to cancel?

When Ohio work has ended for good. An idle LLC owes no yearly fee while it stays registered, so cancelling does not save a bill. The reasons are tidiness and risk: a registration that nobody watches can be cancelled by the Secretary of State when its statutory agent lapses, and a company that has stopped working here has no use for the agent expense. Cancel when the Ohio chapter is finished.

What the certificate states

The statute sets out 5 items: the name and registration number, any assumed name and the jurisdiction of formation; the name and street address of the statutory agent, or a statement that no agent will be kept together with a mailing address for process; that neither the company nor any of its series will do business in Ohio any more, and that they give up their authority; that it is canceling its registration; and that any assumed name on file is withdrawn.

The registration number

The certificate asks for the Ohio registration number issued when the original registration was approved. Keep the approved record from the first filing so the number is to hand.

Effect and timing

The cancellation is effective on filing, after which the LLC is without authority to transact business in Ohio. Handling follows the same service levels as any filing: regular, or one of three paid levels at $100, $200 and $300.

The agent after cancellation

The statute adds a detail that surprises people. Cancelling the registration does not by itself end the authority of a statutory agent the company appointed. If you want the agent relationship to end too, tell your agent. For the process mailing address, use a place that will still receive mail after the company winds down, because the certificate commits to it.

Settle these first

Tax and employer accounts are kept by other agencies, not by the Secretary of State. Before the company winds down, ask your accountant or a lawyer licensed in Ohio which of them still need a final filing.

If the registration was already cancelled for an agent lapse

A registration the Secretary of State cancelled for a missing agent can be reinstated within 2 years on Form 525A for $25, with a new agent appointed on the same form. A company that never intends to return does not need to reinstate. It has already left.

How a foreign corporation leaves

A corporation files a certificate of surrender on Form 564 for $50. It names the corporation and its home state, states that it surrenders its license, and gives a mailing address for any process served on the Secretary of State. The certificate is accompanied by proof that franchise, sales, use and highway use taxes, personal property taxes and unemployment contributions are paid or guaranteed, or by an affidavit that gives the date each agency was told, plus an affidavit of the Ohio counties where the corporation has personal property.

If the corporation has dissolved at home, a home-state certificate of dissolution can be filed in place of the surrender certificate. Walking away without a surrender does not end the corporation's duty to file reports and pay fees. A cancelled license is not the same as a surrender.

Leaving, by entity type

Entity	Filing	Fee
LLC	Certificate of Cancellation of Registration of a Foreign Limited Liability Company	$50
Corporation or nonprofit	Certificate of Surrender of Foreign Licensed Corporation	$50

An LLC that registered and later cancelled paid $149 in all, and a corporation that was licensed and later surrendered paid $149.

Cancelling through us

Confirm you are done in Ohio
No more Ohio work is planned for the company.
Choose the mailing address
Where any process served on the company later will be sent.
Provide the registration number
It is on the approved record from the original filing.
Sign
An authorized person signs the typed certificate.
We file
The certificate goes to the Secretary of State with the $50 fee.

Registered agent: first year included, then $149 a year

$199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.

Cancellation questions

Does cancelling end my Ohio taxes?

No. Tax accounts are separate from the Secretary of State filing.

Is there a waiting period?

The cancellation is effective on filing.

Can I come back later?

Yes. A company that cancels can register again with a new Form 617.

Does the agent stop acting when I cancel?

Not automatically. The statute says cancellation does not end the agent's authority.

Have Form 618 filed

Our fee and Ohio's

Register in Ohio

Form 617 typed from what you tell us
The statutory agent paperwork finished, whether the agent is ours or yours
The name checked against Ohio's naming rule before the form goes in
The approved registration handed back to you
Renewal: after the first year, the agent service renews at $149 a year

Ohio

$199

+ $99 Ohio fee

Ohio's fee is $99. It is listed apart from our own. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.

Sources

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