How to Reinstate an LLC in Ohio
A cancelled Ohio LLC can be reinstated through the Ohio Secretary of State, Business Services Division. $25 reinstatement filing fee under R.C. 111.16(Q); there are no back report fees because Ohio LLCs file no periodic reports. Time limit: Within 2 years of cancellation (R.C. 1706.09); after that the LLC is permanently cancelled and cannot be reinstated.
How reinstatement works in Ohio
An Ohio LLC is not cancelled for skipping reports, since there are none. Cancellation usually follows a statutory agent problem: when an LLC has no valid agent or fails to report an agent change, the Secretary of State sends notice, and after 30 days without a cure the articles are cancelled. Reinstatement under R.C. 1706.09 is short and inexpensive but has a hard deadline. Within 2 years of cancellation, the LLC files Form 525A, Reinstatement & Appointment of Agent, names a new statutory agent, and pays $25. There are no back report fees to catch up on. If the Department of Taxation ordered the cancellation, a Certificate of Tax Clearance from that department must accompany the filing, and the certificate is valid for only 30 days. Once 2 years pass, the cancellation becomes permanent and the owners must form a new LLC, possibly under a different name if theirs has been taken.
Steps to reinstate an Ohio LLC
- File an application for reinstatement on the Secretary of State's form within 2 years of cancellation
- Appoint an Ohio statutory agent on the same filing
- Pay the $25 fee
- If the cancellation was ordered by the Ohio Department of Taxation, attach a Certificate of Tax Clearance from the Department
- Choose a new name if the original name was taken by another entity during cancellation
- Form to use: Form 525A, Reinstatement & Appointment of Agent.
- Online through Ohio Business Central or by mailing the paper form to the Ohio Secretary of State, Business Services Division, in Columbus.
What happens to the LLC and its name
- Your LLC name: Once cancelled, the LLC's name may be used by another entity; if it is no longer available, the LLC must reinstate under a different name.
Reinstatement in Ohio and nearby states
| State | Reinstatement fee | Time limit |
|---|---|---|
| Ohio | $25 | 2 years |
| Pennsylvania | $35 | No time limit |
| West Virginia | $25 | 2 years |
| Kentucky | $100 | No time limit |
| Indiana | $30 | 5 years |
| Michigan | $50 | No time limit |
Mistakes that slow down an Ohio reinstatement
- Waiting more than 2 years after cancellation, after which Ohio treats the cancellation as permanent and no reinstatement is possible.
- Filing a reinstatement without appointing a statutory agent on the same form, which is the defect that caused the cancellation.
- Requesting a Certificate of Tax Clearance too early for a tax-ordered cancellation, since the certificate is valid for only 30 days after issue.
Ohio LLC reinstatement: questions
How long do I have to reinstate a cancelled Ohio LLC?
Two years from the date of cancellation. R.C. 1706.09 allows reinstatement within that window by filing an application and an appointment of statutory agent. After 2 years the cancellation becomes permanent, and the owners would need to form a new LLC to continue operating as a limited liability company.
What does it cost to reinstate an Ohio LLC?
The Secretary of State's reinstatement fee is $25, set by R.C. 111.16(Q). Because Ohio LLCs file no annual reports, there are no back report fees or late penalties. Any separate cost comes from hiring a statutory agent or resolving taxes if the Department of Taxation ordered the cancellation.
Do I need tax clearance to reinstate an Ohio LLC?
Only if the Ohio Department of Taxation ordered the cancellation. In that case, a Certificate of Tax Clearance from the Department must be filed with the reinstatement. The certificate is valid for 30 days from issue, so it should be requested when the rest of the filing is ready.
- codes.ohio.gov/ohio-revised-code/section-1706.09
- codes.ohio.gov/ohio-revised-code/section-111.16
- ohiosos.gov/assets/525a.pdf
- ohiosos.gov/business/business-filing-forms
- lsc.ohio.gov/assets/organizations/legislative-service-commission/files/2024-stat
- tax.ohio.gov/business/ohio-business-taxes/commercial-activities/changes_to_ohios
Related: Ohio annual requirements · Starting an LLC in Ohio · Reinstatement in every state
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Last reviewed October 30, 2026 against the sources listed above. Figures marked † could not be confirmed on an official page. General information, not legal or tax advice.