How to Reinstate an LLC in Ohio – 2024 Guide


Steve Bennett
Steve Bennett
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Get Ohio LLC Reinstated

Reinstatement of an LLC in Ohio involves a simple process. In general, after dissolving a limited liability company, sometimes LLCs restore their good standing and continue their operations. Depending on the reason for dissolution, the reinstatement occurs. In most cases in Ohio, if the dissolution is administrative, the chances of reinstatement are higher.

This article will take you through the process of restoring your business. The editors from LLCBuddy focus mainly on how to reinstate an LLC in Ohio, also known as The Buckeye State. There might be several reasons for LLC dissolution in Ohio. This article will also list the type of dissolution in Ohio and which ones are eligible for reinstation.

What is LLC Reinstatement in Ohio?

LLC reinstatement simply refers to returning an administratively dissolved or revoked business entity to active status. In case the Limited Liability Company doesn’t comply with the state requirements, such as non-payment for necessary fees and not filing annual reports, it may dissolve by the Ohio Secretary of State. When companies have been reinstated, they regain their legal capacity, thereby facilitating continued operations. In some cases, the companies can be dissolved due to legal issues or by members’ choices.

LLC Dissolution in Ohio

There can be several reasons why a Limited Liability Company gets dissolved in Ohio. Certain types of dissolution can be identified based on the reasons given. In Ohio, reinstatement of an LLC depends on how and why the LLC got dissolved in Ohio in the first place.

  1. Administrative Dissolution: If the LLC fails to comply with the State rules, like filing proper documents (annual reports, BOI reports in Ohio), tax dues, or any other administrative issues, the state can dissolve the LLC in Ohio.
  2. Judicial Dissolution: If there is any lawsuit and court orders to dissolve the company, the said LLC has to shut it down.
  3. Dissolution Due to Expiration: In some cases, LLCs were formed for a particular reason or for a specific time. Hence, the LLC was automatically dissolved after the purpose was served or the period was over.
  4. Voluntary Dissolution: When members decide to dissolve the LLC, they file the dissolution form with Ohio Secretary of State.

How to Reinstate an LLC in Ohio

As mentioned above, reinstatement takes place depending on the type of dissolution. The steps involved in restoring your LLC are moderately simple; however, getting professional help before you start processing LLC reinstatement is recommended. Here are the initial steps to follow before you file for reinstatement in Ohio.

Initial Steps Before Filing for Reinstatement

In Ohio, most of the businesses are reinstated after administrative dissolution. That is the most common type of reinstatement for any business, such as LLC or Corporation in Ohio. There are a few steps before you start the restore process.

Identify Reasons for Dissolution

Before you start reinstating your LLC, you must know why your company was dissolved. Some common reasons are:

  • Missing annual reports.
  • Unpaid state taxes.
  • Non-compliance with specific state regulations.

If need be, contact Ohio Department of Taxation to know whether you owe any outstanding tax obligations. Besides, going through the Ohio Secretary of State correspondences or checking the Certificate of Good Standing online can help you understand why dissolution was done in your entity.

Gather Necessary Information Regarding the LLC in Ohio

To avoid delays in filing, gather all necessary information ahead of time, including:

  • Business Name: You should first check if it is still available and has not been taken by another entity.
  • Document Number: It can often be found on previous filings or notices issued by the Ohio Secretary of State.
  • Details of Previous Filings and Compliance Records: These involve past annual reports, tax returns, and other compliance materials.

How to File an LLC Reinstatement Document

Once you are determined to restore your LLC (or business), you must proceed with the filing of a reinstatement application. In Ohio, the reinstatement document is called Application for Reinstatement. The next task is to get the forms from the official Ohio Secretary of State business section. A reinstatement fee might be paid to the Ohio SOS.

Forms

In order to reinstate your LLC, you have to fill out various forms which could include:

  • LLC Reinstatement Form: You can file your LLC reinstatement offline or online (whichever is available and convenient for you).
  • Additional Forms: Depending on what type of dissolution it is, you might need to file additional forms to Ohio Tax Department [Ohio Department of Taxation] or Insurance Department [Ohio Department of Insurance]. Besides, the Certificate of Good Standing in Ohio might be needed.
  • Annual Report Filing: For administrative dissolution, the LLC must file the annual reports and pay the due annual report fees along with the reinstatement form.

Fees

The following fees may be incurred during reinstatement:

  • Reinstatement Fee: In Ohio, the LLC reinstatement fee is $25.
  • Annual Report Fees: Your company could have to pay for each year it didn’t file the annual reports. The annual report fee in Ohio is $91.
  • Late Fees and Penalties: There are possible late fees and penalties if you miss the filing deadlines set by Ohio.

Accepted methods of payment are as follows:

  • Credit Card – Visa, MasterCard, American Express or Discover.
  • For offline payment – Check with the Ohio Secretary of State for details.

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Processing Time and Confirmation

The processing time for reinstatement of your LLC in Ohio varies depending on the filing method. For online filing (if available), it takes less time to process than that of offline filing. However, sometimes it takes almost the same time for both methods.

  • Processing time for LLC reinstatement: In Ohio, it takes around 3 to 5 working days to process the LLC reinstatement documents.

Updating LLC Information During Reinstatement

Upon reinstatement, you have an opportunity to update your LLC’s information.

  • Update members’ or managers’: Changing Members and Managers: You can add, delete, or change Members and Managers.
  • Update names and addresses as necessary.
  • Update Registered Agent Information: Change the registered agent or office address.

Changing the Statutory Agent in Ohio

To change the existing Statutory Agent for your LLC, you must attach a separate application for the same. Check how to change a registered agent in Ohio to know more about the process.

Updating Business Address

Principal Office & Mailing Address changes may also be made in these areas:

  1. Fill out the Address Change Form – where required by Ohio Secretary of State.
  2. Submit LLC Amendment Form – to update the business address or other details of your LLC, you might submit the Ohio LLC Amendment to the SOS.
  3. Submit with Reinstatement Application – Ensure all information provided is correct.

Post-Reinstatement Requirements

After getting a company back into good standing, more steps are necessary to maintain compliance:

  • Obtain a Copy of the Reinstatement Certificate
  • Updating Business Licenses
  • Make sure that all business licenses are up-to-date:
    • General Business License- Verify with do not need to obtain.
    • Specific Permits and Licenses- Check for any industry-specific requirements.
  • Verifying Good Standing Status
    • Ohio Annual Reports – File on time each year.
    • Tax Payments – Pay all state taxes due.

It might look like the steps are simple to reinstate your LLC. However, it is not as simple as it looks. Considering all the paperwork and legal complexities, it is recommended to hire professionals. You must read the best LLC services in Ohio where you can explore the professional services for your consideration.

Additional Considerations

  • Federal Requirements: Reporting Beneficial Ownership Information: Federal requirement for reporting beneficial ownership information since January 1, 2024. Visit the Beneficial Ownership Page on Ohio Secretary of State website for more details.
  • Name Availability: Name change is one of the options to consider when an original business name is not available. DBA in Ohio can also be filed if the previous name is not available. Fill out the correct amendment form with Ohio Secretary of State.
  • Contracts and EIN Reinstatement: Contracts and your EIN might be impacted by reinstating your LLC:
  • Renew Contracts: You will need to talk with vendors, banks, and customers about the revival.
  • Get a New EIN: When this becomes necessary, you should acquire it from the IRS.

Benefits of Reinstatement

There are certain important advantages of restoring your company’s existence:

  • Restores Good Standing: This makes the company become legally recognized again within the state.
  • Maintains Limited Liability Protection: This will protect the business’s owners from being liable for any company’s debts.
  • Ensures Business Continuity: The company can, therefore, continue operating without any legal challenges.
  • Preserve Business Credibility: For instance, a good relationship with clients is necessary for maintaining trust amongst suppliers and financial institutions.

Common Reasons for Administrative Dissolution

  • Failure to File Annual Reports: Filing annual reports that many states like Ohio require companies such as Limited Liability Companies (LLCs) is a must; otherwise, it may lead to dissolution.
  • Unpaid Taxes: An LLC could be dissolved until taxes are paid if any franchise taxes are pending or some state tax has not been settled.
  • Non-Compliance with Other State Requirements: For instance, where there isn’t a registered agent maintained within a specified period while being subjected to several business regulations set by the state.

Reinstatement After Dissolution in Ohio

  • Depending on the type of dissolution, reinstatement takes place. For Administrative Dissolution, reinstatement is very common and possible in Ohio.
  • For voluntary dissolution, reinstatement is not common. Because the LLC dissolution in Ohio is voluntary by members, it is not common for them to restore the LLC in Ohio.
  • For Judiciary Dissolution, it is very uncommon to reinstate in Ohio. Most of the time, court orders do not allow the LLCs to restore their business in the state they are located in. In very exclusive cases, they can be reinstated if the court passes such an order.

FAQs

How do I reinstate my LLC in Ohio?
To reinstate your LLC in Ohio, you will need to file an Application for Reinstatement with the Ohio Secretary of State and pay any associated fees.
What is the deadline for reinstating my LLC in Ohio?
There is no set deadline for reinstating an LLC in Ohio, but it is important to do so as soon as possible to avoid any additional penalties or fees.
Can I reinstate my LLC in Ohio if it has been dissolved for more than a year?
Yes, you can still reinstate your LLC in Ohio if it has been dissolved for more than a year, but you may have to meet certain requirements set by the state.
How much does it cost to reinstate an LLC in Ohio?
The cost to reinstate an LLC in Ohio varies depending on the circumstances of the dissolution, but it typically ranges from $50 to $175.
Do I need to file any additional paperwork along with the Application for Reinstatement in Ohio?
In some cases, you may need to submit additional paperwork along with the Application for Reinstatement in Ohio, such as a current Certificate of Good Standing.
What happens if I fail to reinstate my LLC in Ohio?
If you fail to reinstate your LLC in Ohio, your business will remain inactive and you may lose the ability to conduct business legally in the state.
How long does the reinstatement process take in Ohio?
The reinstatement process in Ohio typically takes 2-4 weeks to complete, but the timeline can vary depending on the volume of applications being processed.
Can I expedite the reinstatement process for my LLC in Ohio?
Yes, you can request expedited processing for your LLC reinstatement in Ohio for an additional fee.
What are the consequences of not reinstating my LLC in Ohio?
If you do not reinstate your LLC in Ohio, your business may lose its legal status, face additional penalties or fees, and may be unable to conduct business in the state.
Can I reinstate my LLC in Ohio if it was administratively dissolved?
Yes, you can reinstate your LLC in Ohio if it was administratively dissolved by filing the necessary forms and paying any associated fees.
Is there a grace period for reinstating my LLC in Ohio?
Ohio does not have a specific grace period for reinstating an LLC, so it is important to begin the reinstatement process as soon as possible.
Can I change my LLC’s name during the reinstatement process in Ohio?
Yes, you can change your LLC’s name during the reinstatement process in Ohio, but you will need to follow the appropriate procedures and pay any necessary fees.
Do I need to have a Registered Agent in Ohio to reinstate my LLC?
Yes, you are required to maintain a Registered Agent in Ohio to reinstate your LLC and must submit their information with your reinstatement application.
Is there a specific form I need to use to reinstate my LLC in Ohio?
Yes, you will need to use the Application for Reinstatement form provided by the Ohio Secretary of State to reinstate your LLC.
Can I reinstate my LLC in Ohio online?
Yes, you can file for reinstatement of your LLC in Ohio online through the Ohio Secretary of State’s website.
What is the maximum time period within which I can reinstate my LLC in Ohio?
There is no set maximum time period within which you must reinstate your LLC in Ohio, but it is important to act quickly to avoid any additional penalties.
Are there any specific requirements for reinstating an LLC in Ohio that was dissolved for non-payment of taxes?
If your LLC was dissolved for non-payment of taxes in Ohio, you will need to pay any outstanding tax debts before you can reinstate your business.
Can I personally reinstate my dissolved LLC in Ohio or do I need to hire a professional service?
You can personally reinstate your dissolved LLC in Ohio by following the required steps and filing the necessary paperwork, but you may also choose to hire a professional service to assist you.
Can I reinstate my foreign LLC in Ohio?
Yes, you can reinstate your foreign LLC in Ohio by filing the appropriate paperwork with the Ohio Secretary of State and paying any associated fees.
What type of payments are accepted for reinstating an LLC in Ohio?
The Ohio Secretary of State accepts various forms of payment for reinstating an LLC, including credit cards, checks, money orders, and electronic funds transfers.
Will I need to provide updated contact information for my LLC during the reinstatement process in Ohio?
Yes, you will need to provide updated contact information for your LLC, including the addresses of your principal place of business and Registered Agent, during the reinstatement process in Ohio.
Can I reinstate my LLC in Ohio if it was dissolved due to failure to file annual reports?
Yes, you can reinstate your LLC in Ohio if it was dissolved due to a failure to file annual reports by submitting the necessary paperwork and paying any associated fees.
How can I check the status of my LLC reinstatement application in Ohio?
You can check the status of your LLC reinstatement application in Ohio online through the Ohio Secretary of State’s website using the confirmation number provided upon submission.
Can I reinstate my LLC in Ohio if it was dissolved because it did not maintain a Registered Agent?
Yes, you can reinstate your LLC in Ohio if it was dissolved because it did not maintain a Registered Agent by appointing a new Registered Agent and filing the necessary paperwork.
Can I reinstate my LLC in Ohio if it was dissolved due to failure to pay annual fees?
Yes, you can reinstate your LLC in Ohio if it was dissolved due to a failure to pay annual fees by submitting the required forms, paying any outstanding fees, and meeting all other reinstatement requirements.
Will I receive a new Certificate of Formation for my LLC upon reinstatement in Ohio?
Yes, upon the successful reinstatement of your LLC in Ohio, you will receive a new Certificate of Formation from the Ohio Secretary of State to reflect that your business is active once again.
Can I reinstate my LLC in Ohio if it was voluntarily dissolved by its members?
Yes, you can reinstate your LLC in Ohio if it was voluntarily dissolved by its members by following the reinstatement procedures set by the state and paying any applicable fees.
Will I need to amend my LLC’s Articles of Organization during the reinstatement process in Ohio?
You may need to amend your LLC’s Articles of Organization during the reinstatement process in Ohio if there have been any changes to the information contained in the original filing.
What is the deadline to reinstate an LLC in Ohio?
The deadline to reinstate an LLC in Ohio varies depending on the reason for the dissolution. It is important to act quickly to avoid any additional penalties or complications.
Can I reinstate my LLC online in Ohio?
Yes, you can reinstate your LLC online through the Ohio Secretary of State’s website.

Also Read

In Conclusion

LLC reinstatement or restoration in Ohio mostly depends on the type of dissolution. If it is a voluntary dissolution by the members or managers, then probably the reinstatement won’t occur. However, the LLC reinstatement will be done for other types of involuntary dissolutions in Ohio. As mentioned, you must submit the Certificate of Good Standing and updated Annual Report to the SOS to restore the LLC.

Besides, every LLC gets a certain time limit after dissolution. Within that period, reinstatement can be registered. In some states, there is no such time limit. Hence, they can file for restoration of their business any time after the dissolution process is completed. Though this article explains the DIY methods of filing your LLC reinstatement, it is highly recommended that you get professional help.

Always remember to meet state requirements consistently, which will prevent further involuntary dissolutions in the future and maintain the reputation of your company while at the same time preserving its basic features.

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