Enlarge image | Telephone: 614.466.3910 Toll-free: 877.767.3453 OhioSoS.gov | business@OhioSoS.gov File online or for more information: OhioBusinessCentral.gov Return Documents To: Name (Individual or Business Name): Email Address (Required): To the Attention of (If Necessary): Address: City: State ZIP Code: Phone Number: SERVICE TYPE - Check only ONE item below. Expedited Fees are IN ADDITION to the filing fee on the form. Failure to include the expedite fee or indicate a selection will result in regular service. Regular Service · No Expedite Fee. · Processing Time: 3-7 business days. Expedite Service 1 · Fee: $100 · Processing Time: 2 business days after receipt. Expedite Service 2 · Fee: $200 · Processing Time: 1 business day after receipt. Expedite Service 3 (in-person delivery is required) · Fee: $300 · Processing Time: 4 hours if received by 1:00 p.m. If received after 1:00 p.m., documents will be processed by noon the following business day. Preclearance Filing · Fee: $50 · Processing Time: 1-2 business days after receipt. Form 561 Page 1 of 9 Last Revised: 10/2024 |
Enlarge image | Form 561 Prescribed by: INSTRUCTIONS MAIL TO · Include the filing fee. Regular Service: · Make check or money order payable to P.O. Box 1329 Ohio Secretary of State. Columbus, OH 43216 · Print on single-sided 8 ½ x 11 paper. OR · Double sided paper will be rejected. Expedite Service: · Information must be typed. P.O. Box 1390 For screen readers, follow instructions located at this path. ·Illegible forms will be rejected Columbus, OH 43216 Certificate of Dissolution (For-Profit, Domestic Corporation) Filing Fee: $50 Form Must Be Typed Complete the following information. The corporation named below has adopted a resolution of dissolution. Name of Corporation Charter Number Location of Principal Office in Ohio OH City County State The internet address of each domain name held or maintained by or on behalf of the corporation: The corporation did not hold or maintain any domain names. Form 561 Page 2 of 9 Last Revised: 10/2024 |
Enlarge image | Name and address of the Statutory Agent. Name of Statutory Agent Agent Address (Post office boxes and CMRAs are NOT allowed. See instructions for details.) OH City State ZIP Code Please complete this section if the corporation is appointing a new agent. Acceptance of Appointment The Undersigned, , named herein as the (Name of Statutory Agent) Statutory agent for (Name of Corporation) hereby acknowledges and accepts the appointment of statutory agent for said corporation. Statutory Agent Signature (Individual Agent's Signature / Signature on Behalf of Business Serving as Agent) The date of dissolution if other than the filing date (MM/DD/YYYY) Note: The date of dissolution must be on the date of filing, or a later date that is not more than 90 days after the date of filing, pursuant to Ohio Revised Code section 1701.86(F)(7). Pursuant to Ohio Revised Code section 1701.87(E), a copy of the notice required by Ohio Revised Code section 1701.87 (A) and 1701.87(B) must be attached to this filing. (Please attach the notice or complete page 6 of this form.) Form 561 Page 3 of 9 Last Revised: 10/2024 |
Enlarge image | Check only one box below and provide information as required: (1.) The resolution of dissolution was adopted by the Incorporators. Pursuant to Ohio Revised Code section 1701.86(C), if an initial stated capital was not set forth in the articles then before the corporation begins business, or if an initial stated capital is set forth in the articles then before subscriptions to shares shall have been received in the amount of that initial stated capital, the incorporators or a majority of them may adopt, by a writing signed by them, a resolution of dissolution. (138-DISI) The names and addresses of all the incorporators must be set forth below: Name Address Name Address Name Address (2.) The resolution of dissolution was adopted by the Directors. Pursuant to Ohio Revised Code section 1701.86(D), directors may adopt a resolution of dissolution in the following cases, please check the box to state the proper statement of the basis for the adoption. (137-DISD) The resolution of dissolution was adopted: When the corporation has been adjudged bankrupt or has made a general assignment for the benefit of the creditors; By leave of the court, when a receiver has been appointed in a general creditor's suit or in any suit in which the affairs of the corporation are to be wound up; When substantially all of the assets have been sold at judicial sale or otherwise; When the articles have been canceled for failure to file annual franchise or excise tax returns or for failure to pay franchise or excise taxes and the corporation has not been reinstated or does not desire to be reinstated; or When the period of existence of the corporation specified in its articles has expired. (150-DISS) (3.) The articles are hereby dissolved by the Shareholders pursuant to Ohio Revised Code section 1701.86(E). Pursuant to Ohio Revised Code section 1701.86(H)(1) the Affidavit of Personal Property on page 8, must be completed and executed. Pursuant to Ohio Revised Code section 1701.86 (H)(2) receipts, certificates or other evidence must be attached, unless the Affidavit on page 7 is completed and executed, as permitted under Ohio Revised Code section 1701.86(I). Form 561 Page 4 of 9 Last Revised: 10/2024 |
Enlarge image | By signing and submitting this form to the Ohio Secretary of State, the undersigned hereby certifies that he or she has the requisite authority to execute this document. Required When the resolution is adopted Signature by the incorporators, the certificate shall be signed by not less than a majority of the incorporators. By (if applicable) In all other cases, the certificate shall be signed by any authorized officer, Print Name unless the officer fails to execute and file such a certificate within 30 days after the date upon which such certificate is to be filed. In the latter Signature event, the certificate may be signed by any three (3) shareholders or, if there are less than three (3) By (if applicable) shareholders, all of the shareholders, form a statement that the persons signing the certificate are shareholders and are filing the Print Name certificate because of the failure of the officers to do so. If authorized representative is an individual, then they Signature must sign in the "signature" box and print their name in the "Print Name" box. By (if applicable) If authorized representative is a business entity, not an individual, then please print the business name in the "signature" box, an Print Name authorized representative of the business entity must sign in the "By" box and print their name in the "Print Name" box. Form 561 Page 5 of 9 Last Revised: 10/2024 |
Enlarge image | Notice of Dissolution to Creditors and Claimants against Corporation (pursuant to ORC 1701.87) Notice of Dissolution of Name of Corporation Name of Corporation an Ohio corporation (the “corporation”) has dissolved. You must present to the corporation any claim against the corporation, including any claim by a creditor or any claim that is conditional, unmatured, or contingent upon the occurrence or nonoccurrence of future events, pursuant to the following: 1. All claims shall be presented in writing and shall identify the claimant and contain sufficient information to reasonably inform the corporation of the substance of the claim. 2. The mailing address to which the person must send the claims is: Address City State Zip Code 3. The deadline by which the corporation must receive the claim is sixty (60) days after the date this notice is given (the “Deadline”). 4. The claim will be barred if the corporation does not receive the claim by the deadline. The corporation may make distributions to other creditors or claimants, including distributions to shareholders of the corporation, without further notice to the claimant. Form 561 Page 6 of 9 Last Revised: 10/2024 |
Enlarge image | Complete the information in this section. AFFIDAVIT In lieu of dissolution releases from various governmental authorities. Name of Corporation The undersigned being duly sworn, declares that on the dates indicated below, each of the named state agencies was advised in writing of the scheduled effective date of the dissolution and was advised in writing of the acknowledgment by the corporation of the applicability of the provisions of Ohio Revised Code section 1701.95. The corporation acknowledges that the dissolution of the corporation does not in and of itself automatically relieve the corporation from payment of tax liabilities. Date Notified Agency Agency Date Notified (MM/DD/YYYY) (MM/DD/YYYY) Ohio Bureau of Workers' Ohio Job & Family Services Compensation P.O. Box 182404 30 W. Spring Street Columbus, OH 43218-2404 Columbus, Ohio 43215 Agency Date Notified The corporation is not required to pay or the Ohio Department of Taxation (MM/DD/YYYY) department of taxation has not assessed any Taxpayer Services/Tax Release Unit personal property tax. P.O. Box 182382 Columbus, OH 43218-2382 * The corporation has submitted the prescribed form to the Ohio Department of Taxation. Note: This affidavit must be signed by the person executing the certificate or by an officer of the corporation. Signature Title Name Mailing Address City State ZIP Code State of County of Sworn to or affirmed and subscribed before me by Name of person making oath or affirmation on this date Today's Date (MM/DD/YYYY) NOTARY SEAL Notary Public’s Signature Expiration Date of Notary’s Commission (MM/DD/YYYY) Form 561 Page 7 of 9 Last Revised: 10/2024 |
Enlarge image | AFFIDAVIT OF PERSONAL PROPERTY State of County of Name of Officer of Title of Officer Name of Corporation and that this affidavit is made in compliance with Ohio Revised Code Section That above-named corporation: (Check one (1) of the following) Has no personal property in any county in Ohio Is the type required to pay personal property taxes to state authorities only Has personal property in the following county (ies) County County County Signature Title Sworn to or affirmed and subscribed before me by Name of person making oath or affirmation on this date Today's Date (MM/DD/YYYY) NOTARY SEAL Notary Public’s Signature Expiration Date of Notary’s Commission (MM/DD/YYYY) Form 561 Page 8 of 9 Last Revised: 10/2024 |
Enlarge image | Instructions for Certificate of Dissolution This form should be used for a for-profit, domestic corporation to file a certificate of dissolution pursuant to Ohio Revised Code section 1701.86. Corporation Information Please provide the name of the corporation and the charter number assigned by our office. Also, please provide the location of the principal office in Ohio including the city and county. Internet Address Information Please provide the internet address of any domain name held or maintained on behalf of the corporation. If the corporation did not hold or maintain any domain name, please indicate so by checking the box. Appointment of Agent Ohio business entities and foreign business entities that are registered or licensed in Ohio must appoint and maintain a statutory agent to accept service of process. The statutory agent must be one of the following: (1) A natural person residing in Ohio; or (2) a domestic or foreign business entity with an Ohio address. Statutory Agent Address Requirements A statutory agent address may either be the primary residence address of the agent or the usual place of business address. The statutory agent address must be an Ohio address. Statutory Agent Address Prohibitions Post Office (P.O.) boxes are NOT allowed. Exception: If a Post Office Box and Rural Route Number are both provided, the address is allowed. Commercial Mail Receiving Agency (CMRA) addresses are NOT allowed. A CMRA is a private business that rents private mailboxes to customers. Date of Dissolution Pursuant to Ohio Revised Code section 1701.86(F)(7), the date of dissolution must be on the date of filing with our office, or a later date specified that is not more than 90 days after the date of filing. Notice of Dissolution Please attach a copy of the notice provided by the corporation, as required by the Ohio Revised Code section 1701.87(B), or complete the notice form on page 5. Statement of Manner and Basis for Dissolution Pursuant to Ohio Revised Code section 1701.86(F)(3), the certificate must provide a statement of the manner of adoption of the resolution of dissolution, and in the case of its adoption by the incorporators or directors, a statement of the basis of the adoption. Please check the appropriate box to state the resolution of adoption was adopted by the Incorporators, Directors or Shareholders. If adopted by Incorporators, please provide the names and addresses of all the incorporators. If adopted by Directors, please check one of the five boxes to state the basis for the adoption, as stated in Ohio Revised Code section 1701.86(D). Additional Provisions If the information you wish to provide for the record does not fit on the form, please submit additional provisions on a single- sided, 8 ½ x 11 sheet(s) of paper. Signature(s) After completing all information on the filing form, please make sure that page 4 is signed by the incorporators or a majority of them, if dissolved by incorporators. If dissolved by directors or shareholders, the dissolution must be signed by an authorized officer. **Note: Our office cannot file or record a document which contains a social security number or tax identification number. Please do not enter a social security number or tax identification number, in any format, on this form. Form 561 Page 9 of 9 Last Revised: 10/2024 |