In Ohio, a corporation must comply with registration, reporting and tax requirements prescribed by law to maintain its business registration in good standing. The business division of the Ohio secretary of state's office is responsible for monitoring corporate compliance with these requirements. If your corporation fails to file a report, pay state taxes or maintain current information on file with the state, the secretary's office will cancel your corporation's articles of incorporation. Once your company's articles are canceled, it no longer has a license to transact business in the state. You must fix the problem and request that the articles be reinstated before you can conduct business again in the state.
Statutory Agent Requirement
One of the most common reasons why the Ohio secretary of state's office will cancel a for-profit or nonprofit corporation's articles is for failing to maintain a statutory agent within the state. A statutory agent is an individual or entity that is a resident of the state, has an Ohio mailing address and can accept official mail and court summonses on behalf of the corporation. To reinstate articles that have been canceled for this reason, download a Reinstatement and Appointment of Agent form from the "forms and fees" section of the Ohio secretary of state's website. The form requires you to state the name and address of a new statutory agent. The agent must sign the form, consenting to act as an agent. An authorized representative of your corporation must also sign the form and file it with the secretary's office with the appropriate fee.
Biennial Statement Requirement
Professional corporations are required by Ohio law to file a biennial statement with the state that identifies the professionals working under the corporate umbrella. A professional corporation that wants to reinstate articles that have been canceled for failing to make this filing must download a Reinstatement form from the secretary's website. Check the box that indicates a desire to restate the articles of a professional corporation, sign and date it. File the form, along with the delinquent report, applicable penalty and filing fee, with the secretary's office.
Statement of Continued Existence Requirement
If your corporation is a nonprofit, you must file a biennial statement of continued existence to maintain the corporation's registration in good standing. To reinstate articles that have been canceled for failing to make this filing, download a Reinstatement form from the secretary's website. Check the box that indicates a desire to restate the articles of a nonprofit corporation, sign and date it. File the form, along with the delinquent report, applicable penalty and filing fee, with the secretary's office.
Ohio law requires corporations to pay state taxes annually by filing tax returns. If a corporation fails to pay its state taxes or file any required state report, the secretary's office will cancel its articles of incorporation. Further, a corporation can voluntarily cancel its articles at any time if the owners want to close down the business. Ohio law allows a corporation to reinstate its articles for any reason by requesting reinstatement through the secretary's office, fixing any outstanding problems, presenting proof to the secretary's office that all delinquent taxes and penalties have been paid, and paying a reinstatement fee. The secretary's website does not contain a form which can be used for every situation that can result in the cancellation of your articles. Instead, contact the secretary's office directly over the phone to initiate the process.