- Agency
- Ohio Secretary of State, with the Department of Taxation and your city tax office for the accounts
- Paperwork
- A certificate of dissolution for the LLC, filed after the sale proceeds and obligations are settled
- The clock
- Wait until the books, taxes and any holdback period are settled, since filing too early can complicate claims against the company
Watch for: Dissolving the company while money is still owed to it. An asset sale leaves you with a shell that may hold a note, an escrow or refunds.
Why the entity stays alive
Most Main Street deals are asset sales. The buyer takes equipment, contracts and goodwill, and your LLC keeps its name, its tax numbers and any money or obligations left over.
The filing
Ohio uses a certificate of dissolution for an LLC that wants to wind down. It must identify the company and may take effect on a later date, which sources describe as up to ninety days after the Secretary of State receives it.
Check the office's current form and fee, because numbers and charges change.
A filing records the dissolution, but pending claims against the LLC can continue, so do not treat it as a wall.
Close the accounts first
Before dissolving, make sure the final returns and account closings are done. Our guides cover the Ohio CAT account and Cleveland city tax accounts.
Sources disagree on whether a tax clearance is needed for a voluntary dissolution, so ask your CPA to confirm.
Money still coming in
You may still collect a seller note, an earnout or an escrow balance after closing. Keep the LLC, or move those rights somewhere deliberate, until they are paid. See earnouts, seller notes and holdbacks.
Business names
If the buyer takes your trade name, the sale agreement should say so, and the registrations should match. A dissolved LLC's name may become available to others, so do not dissolve before the name transfer is finished.
Other registrations in your name
Check which licenses, permits and bank accounts still sit in the LLC's name. Some can be closed, and others may have to stay open until the buyer finishes transferring them.
Keep the company's records for the period your CPA recommends, since tax authorities can ask about earlier years.
Talk to the buyer's side too
Ask whether the buyer needs any cooperation after closing, such as signing transfer forms for a license, a phone number or a domain name. Keep the LLC in good standing until those requests are done.
Also keep a copy of the sale agreement and closing statement with the dissolution papers, since future questions from lenders or tax offices usually start there.
A sensible order
- Close the sale and settle the holdback period
- File final federal, state and city returns
- Cancel the tax accounts and licenses in your name
- File the dissolution when nothing is left to collect
Next step
Talk to your attorney about timing, then request a price opinion if you are still planning the sale.
This page is general information and not tax or legal advice. Confirm the process, fees and timing with your attorney, your CPA and the Ohio Secretary of State.