Notification Of Dissolution Or Surrender Form - Ohio Department Of Taxation (Page 4 of 5) in pdf

D-5

Instructions for Form D-5

Rev. 4/02

As used throughout form D5 and these instructions:

A. Certificate Method

•

A domestic corporation is either (1) a corporation organized

If the corporation chooses the certificate method, the corpora-

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

tion must obtain from the Ohio Department of Taxation a D

and loan association chartered under the laws of the United

2 certificate showing that all sales and use tax, fuel use tax

States, the main office of which is located in Ohio.

and franchise tax applicable to the corporation have been paid

or adequately guaranteed through the date of filing the certifi-

•

A foreign corporation is (1) a corporation organized under

cate. The corporation must then file with the Ohio Secretary

the laws of a state other than Ohio, (2) a corporation orga-

of State the certificate of dissolution or certificate of surren-

nized under the laws of the District of Columbia or another

der accompanied by the D2 certificate and similar documents

country or (3) a bank, savings bank or savings and loan

from the other state and county agencies mentioned above.

association chartered under the laws of the United States,

the main office of which is located in another state.

The above requirements are set forth in the R.C. sections listed

below:

•

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

foreign corporation that is formed for reasons other than

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

gain or profit and whose net earnings or any part of them is

• Foreign for-profit corporations: 1703.17(C)(1).

not distributable to its members, directors, officers or other

• Domestic nonprofit agricultural cooperatives: 1729.55(G)(2).

private persons, except that the payment of reasonable

• Foreign nonprofit agricultural cooperatives organized under

compensation for services rendered and the distribution of

a provision similar to R.C. chapter 1729: 1729.76 and

assets on dissolution as permitted by R.C. section 1702.49

1703.17(C)(1).

is not gain or profit or distribution of net earnings.

• Domestic nonprofit corporations other than agricultural co-

operatives: 1702.47(G)(4).

Each domestic corporation, whether organized for-profit or not-

•

for-profit, seeking to dissolve its Ohio charter and each foreign

Foreign nonprofit corporations other than agricultural coop-

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

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

ing to surrender its Ohio license is required to file with the

To apply for a D2 certificate, please complete Parts I and II of

Ohio Secretary of State either a certificate of dissolution or

this form D5 and file the form with the Ohio Department of

a certificate of surrender of license. The certificate must be

Taxation at least 30 days before the date that such certificate

accompanied by certain affidavits, guarantees, releases or other

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

documents obtained from various governmental agencies in-

and franchise tax returns or reports should accompany this

cluding the Ohio Department of Taxation, the Ohio Depart-

form together with separate certified checks or money orders

ment of Job and Family Services, the Ohio Bureau of Work-

in payment of each of the taxes due thereon. Failure to do so

ers’ Compensation and the county treasurer of each county in

may necessitate audits and will delay issuance of the desired

which the corporation has personal property or, if the appli-

certificate.

cant pays personal property tax to the Ohio Treasurer of State,

from that official. These documents evidence either (1) that

For purposes of guaranteeing payment of any franchise tax,

the corporation has paid or adequately guaranteed various

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

taxes, unemployment compensation contributions and work-

bond or surety bond issued by a bonding agency licensed to

ers’ compensation premiums or (2) the corporation has noti-

do business in Ohio may be posted with the tax commis-

fied each of these agencies of the impending dissolution or

sioner. The tax commissioner will determine the amount of

surrender and made certain acknowledgments regarding those

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

taxes, contributions and premiums.

been paid; where it is written, the tax commissioner will pro-

vide notice to that effect.

This form and these instructions apply only to the re-

leases or affidavit requirements as they pertain to the

Upon determining that all sales and use, fuel use and fran-

Ohio Department of Taxation. These instructions do not

chise taxes have been paid or adequately guaranteed, the tax

address the requirements for releases and affidavits from the

commissioner will issue a combined certificate (form D2) to

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

the applicant.

reau of Workers’ Compensation and the county treasurers or,

if applicable, the Ohio Treasurer of State. It is the applicant’s

Franchise tax and exit tax. The mere termination of busi-

responsibility to obtain separate releases from each of those

ness activities or voluntary dissolution does not exempt a cor-

agencies and officials.

poration from the franchise tax. A corporation that on Jan. 1 of

the tax year holds an Ohio charter or a license to transact

The Ohio Revised Code provides two alternative meth-

business in Ohio is subject to the Ohio franchise tax for such

ods to fulfill the applicant’s requirements with the Ohio

calendar year, even if prior to Jan. 1 the corporation ceased all

Department of Taxation: the certificate method and the

business activities in Ohio and applied for certificates verifying

affidavit method.

the payment or adequate guarantee of all required taxes.

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Notification Of Dissolution Or Surrender Form - Ohio Department Of Taxation Page 4

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