Recently, a change to Section 1702 of the Ohio Revised Code took effect which is relevant to every nonprofit in the state. In 2024, Ohio Senate Bill No. 98 became law to crack down on fraudulent business filings. Among other things, if an organization fails to file its Statement of Continued Existence for two years, the Secretary of State can permanently cancel the organization’s corporate registration, with no path to reinstatement. Accordingly, nonprofits should ensure diligent oversight of their filings with the Ohio Secretary of State.

A Statement of Continued Existence is a filing that all Ohio nonprofit corporations must complete every five years, beginning from the date of acceptance of its initial Articles of Incorporation. Its purpose is to confirm that the organization is still actively conducting business and has not dissolved. Previously, a two-year lapse would result in the cancellation of a nonprofit charter but there was an opportunity to correct the error and seek reinstatement. Under the new Ohio rules, however, that ability to cure a lapse no longer exists. The removal of the opportunity for reinstatement means that the organization will no longer have permission to conduct business in Ohio and the only path forward would be to establish an entirely new entity.

As such, it is extremely important that Ohio nonprofits check their current filing status and establish a procedure for tracking important filing deadlines. Entities should also ensure that statutory agent information is up to date so that important notices arrive in a timely fashion. The Secretary of State will send filing reminders to a nonprofit’s designated statutory agent. Unfortunately, many nonprofits miss important deadlines due to outdated agent information.

Current filing status and statutory agent information can be found on the Ohio of Secretary of State’s website, along with a plethora of helpful information and forms to assist entities with meeting important filing deadlines.

(This blog, prepared by Campanella Law Office, is for general informational purposes only and is not intended to convey specific legal advice, nor is it intended to create or constitute an attorney-client relationship.)