‹ Ohio Filing Guide · All Reinstatement Guides
The form, the fee, and the two-year deadline that ends the option entirely.
Ohio LLCs file no annual report, so there is no missed report to blame. The routine way an LLC loses its registration here is losing its statutory agent, which cancels the articles 30 days after the state mails notice. Cancellation is not the same thing as dissolution, and the window to undo it is two years.
Form 525A prohibits a PO box or a CMRA as the statutory agent address. A CMRA is a Commercial Mail Receiving Agency, which is what a virtual mailbox is. An Ohio LLC cannot use a virtual mailbox as its statutory agent. If an agent has resigned and cancellation has not happened yet, the first move is to check the email address on file with the Secretary of State, because that is where the notice goes and the clock runs from mailing whether or not anyone reads it.
Ohio LLCs file no annual report and pay no annual state fee, so there is no missed-report trigger. The only routine kill switch is failure to maintain a statutory agent. Cancellation is NOT dissolution: dissolution runs only through ORC 1706.47 and needs member consent or a court.
Ohio Secretary of State
What triggers it
Failure to continuously maintain a statutory agent, or to file a change of name or address of the statutory agent.
The state warns you first
You have 30 days from that notice to fix the default. Notice by ordinary OR ELECTRONIC mail, to the email address on file with the Secretary of State or the address in the agent’s notice of resignation. The 30 days run from the date of mailing, not receipt. No proof of delivery is required and there is no second warning. The SOS may grant any further period of time, so a discretionary extension exists.
No separate tax clearance
None enumerated. ORC 5703.93 requires a tax clearance certificate but applies only to corporations.
$25 plus the required appointment of statutory agent. Nothing else is enumerated. No back reports exist to owe, because Ohio LLCs file none.
Not by rewinding the clock. Ohio uses a VESTING formulation, not relation back. ORC 1706.46(A) restores the rights and privileges, including all real or personal property rights and credits and all contract and other rights, of the company existing at the time its articles were cancelled. It does not say as if cancellation never occurred. 1706.46(D) directs liberal construction and 1706.46(B) validates good-faith interim acts, so the practical effect is close, but the wording differs and the difference is real.
ORC 1706.46(A) reserves the name for one year after cancellation. Losing it does NOT block reinstatement; if a non-distinguishable name has since been filed, the SOS requires a name change as a precondition. Two clocks: name protected 12 months, reinstatement available 24 months. Months 13 to 24 are the window where reinstatement still works but the name is exposed.
Two ways to go on the agent itself. You can name yourself or someone you know, which costs nothing beyond $25 to the state, but it puts an address in the public record and somebody has to be there in business hours to take legal mail. Or you can use a commercial registered agent, which is usually the reason people end up here in the first place. Note what the form does not allow in that field: a PO box and a CMRA are both rejected, and a virtual mailbox is a CMRA. Our guide to what a virtual mailbox can and cannot be used for covers why.
The filing that fixes this has to name a new agent, and the address rules are what most owners get wrong. Northwest provides a street address in the state that satisfies the requirement, and takes the state notices that this page is about. The state filing fee is yours to pay.
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Comparing services first? Our full Northwest Registered Agent review and Harbor Compliance review cover pricing, renewal behavior, and what each is best at.
These are the things Ohio does not publish, or publishes in a form we could not verify against a primary source. They are listed rather than left out, because a gap you can see is more useful than a page that looks complete.
Last verified Aug 3, 2026. Every figure on this page comes from a state statute, rule, form or fee schedule.
What Ohio calls the certificate, what it costs, and what must be current before the state will issue one.
The form, the fee, and the step-by-step process for changing your registered agent in Ohio.
What Ohio law says about running an LLC there without a certificate of authority, and what it costs.
Answer 3 questions to find out if your LLC needs to register in other states.
This page provides general information based on publicly available Ohio statutes and Ohio Secretary of State publications. It is not legal advice and is not a substitute for advice from a licensed attorney about a specific situation. Statutes, forms, and fees change. Verify current requirements with the Ohio SOS before filing. If you are facing enforcement action or a pending lawsuit, consult an Ohio business attorney.