Ask Me Help Desk - How do I close my corporation due to illness?

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Originally Posted by kutyus40

Due to illness I have to close my corporation, in Ohio. The corporation owes over $50,000 in credit card loans, no income coming in. Corp. assets are tooling machines, no cash. Do I file for bankruptcy for the corporation?

The Ohio statute concerning voluntary dissolution specifies when this can occur:

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(D) The directors may adopt a resolution of dissolution in the following cases:

(1) When the corporation has been adjudged bankrupt or has made a general assignment for the benefit of creditors;

(2) By leave of the court, when a receiver has been appointed in a general creditors' suit or in any suit in which the affairs of the corporation are to be wound up;

(3) When substantially all of the assets have been sold at judicial sale or otherwise;

(4) 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;

(5) When the period of existence of the corporation specified in its articles has expired.

Also see this:

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1701.87 Public notice of voluntary dissolution.
Following the filing of the certificate of dissolution, the directors or the incorporators, as the case may be, shall forthwith cause a notice of voluntary dissolution to be published once a week on the same day of each week for two successive weeks, in a newspaper published and of general circulation in the county in which the principal office of the corporation was to be or is located, and shall forthwith cause written notice of dissolution to be given either personally or by mail to all known creditors of, and to all known claimants against, the dissolved corporation.

As a practical matter, if you do nothing, it will eventually reach the point where "the articles have been canceled for failure to file annual franchise or excise tax returns or for failure to pay franchise or excise taxes ...". If the coropration is sued the plaintiff will be able to execute upon the remaining assets (machines in this case), but since you are not individually liable, it isn't your problem.