Notification Of Dissolution Or Surrender Form D5 (Page 4 of 5) in pdf

Form D-5

Rev. 4/02

Instructions for Form D-5

Page 4

s used throughout form D-5 and these instructions:

applicant’s responsibility to obtain separate releases from

each of those agencies and officials.

A domestic corporation is either (1) a corporation orga-

nized under laws of Ohio or (2) a bank, savings bank, or

savings and loan association chartered under the laws of

The Ohio Revised Code provides two alternative meth-

ods to fulfill the applicant’s requirements with the Ohio

the United States, the main office of which is located in

Department of Taxation: the certificate method and the

Ohio.

affidavit method.

A foreign corporation is (1) a corporation organized

under the laws of a state other than Ohio, (2) a corpora-

tion organized under the laws of the District of Colum-

A. Certificate Method

bia or another country or (3) a bank, savings bank, or

savings and loan association chartered under the laws of

If the corporation chooses the certificate method, the corpo-

the United States, the main office of which is located in

ration must obtain from the Ohio Department of Taxation

another state.

a D-2 certificate showing that all sales and use tax, fuel use

A nonprofit or not-for-profit corporation is a domestic

tax and franchise tax applicable to the corporation have been

or foreign corporation that is formed for reasons other

paid or adequately guaranteed through the date of filing the

than gain or profit and whose net earnings or any part of

certificate. The corporation must then file with the Ohio

them is not distributable to its members, directors, offic-

Secretary of State the certificate of dissolution or certifi-

ers, or other private persons, except that the payment of

cate of surrender accompanied by the D-2 certificate and

similar documents from the other state and county agencies

reasonable compensation for services rendered and the

mentioned above.

distribution of assets on dissolution as permitted by sec-

tion 1702.49 of the Ohio Revised Code is not gain or

profit or distribution of net earnings.

The above requirements are set forth in the Ohio Revised

Code (ORC) sections listed below:

Domestic for-profit corporations: 1701.86(H)(2).

Each domestic corporation, whether organized for-profit or

not-for-profit, seeking to dissolve its Ohio charter and each

Foreign for-profit corporations: 1703.55(C)(1).

foreign corporation, whether organized for-profit or not-for-

Domestic nonprofit agricultural cooperatives:

profit, seeking to surrender its Ohio license is required to

1729.55(G)(2).

file with the Ohio Secretary of State either a certificate of

Foreign nonprofit agricultural cooperatives organized

dissolution or a certificate of surrender of license. The cer-

under a provision similar to ORC Chapter 1729: 1729.76

tificate must be accompanied by certain affidavits, guaran-

and 1703.17(C)(1).

tees, releases or other documents obtained from various gov-

Domestic nonprofit corporations other than agricultural

cooperatives: 1702.47(G)(4).

ernmental agencies including the Ohio Department of Taxa-

Foreign nonprofit corporations other than agricultural

tion, the Ohio Department of Job and Family Services, the

Ohio Bureau of Workers’ Compensation and the county trea-

cooperatives: 1703.27(G) and 1703.17(C)(1).

surer of each county in which the corporation has personal

To apply for a D-2 certificate, please complete Parts I and II

property or, if the applicant pays personal property tax to the

of this form D-5 and file the form with the Ohio Department

Ohio Treasurer of State, from that official. These documents

of Taxation at least thirty days prior to the date such certifi-

evidence either (1) that the corporation has paid or adequately

guaranteed various taxes, unemployment compensation con-

cate is desired. To avoid delay, any delinquent sales, use,

tributions and workers’ compensation premiums or (2) the

fuel use, and franchise tax returns or reports should accom-

pany this form together with separate certified checks or

corporation has notified each of these agencies of the im-

pending dissolution or surrender and made certain acknowl-

money orders in payment of each of the taxes due thereon.

edgments regarding those taxes, contributions and premi-

Failure to do so may necessitate audits and will delay issu-

ums.

ance of the desired certificate.

This form and these instructions apply only to the re-

For purposes of guaranteeing payment of any franchise tax,

leases or affidavit requirements as they pertain to the

sales and use tax, and fuel use tax that may be due, a cash

Ohio Department of Taxation. These instructions do not

bond or surety bond issued by a bonding agency licensed to

do business in Ohio may be posted with the Tax Commis-

address the requirements for releases and affidavits from the

sioner. The Tax Commissioner will determine the amount of

Ohio Department of Job and Family Services, the Ohio Bu-

such bond. The bond will remain in force until all taxes have

reau of Workers’ Compensation, and the county treasurers

or, if applicable, the Ohio Treasurer of State. It is the

been paid; where it is written, the Tax Commissioner will

provide notice to that effect.

Notification Of Dissolution Or Surrender Form D5 Page 4

Related Articles

Related forms

Related Categories