Telephone: 877.767.3453   
                                   OhioSoS.gov  |  business@OhioSoS.gov 
                                   File online or for more information: OhioBusinessCentral.gov

                                   Filing Form Cover Letter

Please return the approval certificate to:

Name (Individual or Business Name):

To the Attention of (if necessary):

Address:

City:

State                                                                    ZIP Code:

Phone Number:                             E-mail Address:

         Check here if you would like to receive important notices via email from the Ohio Secretary of State's office regarding 
         Business Services.

         Check here if you would like to be signed up for our Filing Notification System for the business entity being created or 
         updated by filing this form. This is a free service provided to notify you via email when any document is filed on your 
         business record.

Please make checks or money orders payable to: "Ohio Secretary of State" 
Type of Service Being Requested:  (PLEASE CHECK ONE BOX BELOW)

Regular Service: Only the filing fee listed on page one of the form is required and the filing will be 
processed in approximately 3-7 business days.  The processing time may vary based on the volume of 
filings received by our office.

Expedite Service 1:  By including an Expedite fee of $100.00, in addition to the regular filing fee on page 
one of the form, the filing will be processed within 2 business days after it is received by our office. 

Expedite Service 2:  By including an Expedite fee of $200.00, in addition to the regular filing fee on page 
one of the form, the filing will be processed within 1 business day after it is received by our office. This 
service is only available to walk-in customers who hand deliver the document to the Client Service Center.

Expedite Service 3:  By including an Expedite fee of $300.00, in addition to the regular filing fee on page 
one of the form, the filing will be processed within 4 hours after it is received by our office, if received by 1:00 
p.m.  This service is only available to walk-in customers who hand deliver the document to the Client Service Center.

Preclearance Filing:  A filing form, to be submitted at a later date for processing, may be submitted to be 
examined for the purpose of advising as to the acceptability of the proposed filing for a fee of $50.00. The 
Preclearance will be complete within 1-2 business days.

Form 561                                  Page 1 of 9                             Last Revised: 02/2023

Form 561 Prescribed by:
                                                                                                  Mail this form to one of the following: 
                                     Telephone: 877.767.3453                                      Regular Filing (non expedite) 
                                                                                                  P.O. Box 1329 
                                     OhioSoS.gov                                                  Columbus, OH  43216 
                                     business@OhioSoS.gov                                         Expedite Filing (Two business day processing time. 
                                                                                                                            Requires an additional $100.00) 
                                     File online or for more information: OhioBusinessCentral.gov P.O. Box 1390 
                                                                                                  Columbus, OH  43216
For screen readers, follow instructions located at this path.

                                     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: 02/2023

Name and address of the Statutory Agent.

Name of Statutory Agent

Mailing Address

                                                                          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(B) must be attached to this filing. (Please attach the notice or complete page 5 of this form.)

Form 561                                              Page 3 of 9                                         Last Revised: 02/2023

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).

Note: Pursuant to Ohio Revised Code section 1701.86(H)(2), all domestic for-profit 
corporations must attach to this filing a Certificate of Tax Clearance issued by the Ohio 
Department of Taxation.

Form 561                                      Page 4 of 9                                      Last Revised: 02/2023

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: 02/2023

                   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: 02/2023

Complete the information in this section.                         AFFIDAVIT
                        In lieu of dissolution releases from various governmental authorities.

                                                     Name of Corporation
The undersigned, being first duly sworn, declares that on the dates indicated below, each of the named state governmental 
agencies was advised IN WRITING of the scheduled date of filing of the Certificate and was advised IN WRITING of the 
acknowledgement by the corporation of the applicability of the provisions of section 1701.95 of the ORC. 

Agency                  Date Notified                             Agency                                         Date Notified 
                                                     (MM/DD/YYYY)                                                (MM/DD/YYYY)
Ohio Bureau of Workers'                                           Ohio Job & Family Services 
Compensation                                                      Status and Liability Section 
30 W. Spring Street                                               Data Correspondence Control 
Columbus, Ohio  43215                                             Fax:  614-752-4811 
                                                                  Phone:  614-466-2319
                                                                  Overnight Address:           Regular Address: 
* Only required for domestic for-profit corporations              P.O. Box 182413              P.O. Box 182413 
                                                                  Columbus, OH 43218-2413      Columbus, OH 43218-2413

                                                                        The corporation is not required to pay or the   
                                                                        department of taxation has not assessed any 
                                                                        personal property tax.

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: 02/2023

                    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: 02/2023

                        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. 
 
Statutory Agent Information 
Please provide the name and address of the statutory agent. 
 
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. 
 
Certificate of Tax Clearance 
Pursuant to Ohio Revised Code section 1701.86(H)(2), domestic for-profit corporations must obtain a Certificate 
of Tax Clearance from the Department of Taxation to submit with this form.  
 
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: 02/2023