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                                   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



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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



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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



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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



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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



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                   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



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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



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                    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



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                             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






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