Form D5 - Notification Of Dissolution Or Surrender Page 4
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5D-5
Rev. 9/13
Instructions for Form D-5
As used throughout form D5 and these instructions:
the Department of Taxation in response to this Notifi cation
• A domestic corporation is either (1) a corporation organized
of Dissolution or Surrender, depending on each taxpayer’s
under laws of Ohio or (2) a bank, savings bank or savings
circumstances:
and loan association chartered under the laws of the United
•
Tax Liability Summary, or
States, the main offi ce of which is located in Ohio.
•
Request for a signed Adequate Guarantee, or
•
Request for further information.
• A foreign corporation is (1) a corporation organized under
the laws of a state other than Ohio, (2) a corporation orga-
Once a corporation receives a Certifi cate of Tax Clearance
nized under the laws of the District of Columbia or another
from the department, the certifi cate must then accompany
country or (3) a bank, savings bank or savings and loan
the corporation’s Certifi cate of Dissolution as required. The
association chartered under the laws of the United States,
Ohio Secretary of State’s Offi ce will be unable to process the
the main offi ce of which is located in another state.
corporation’s dissolution for a domestic for-profi t corporation
until a Certifi cate of Tax Clearance is received pursuant to
• A nonprofi t or not-for-profi t corporation is a domestic or
R.C. section 1701.86(H)(2).
foreign corporation that is formed for reasons other than
gain or profi t and whose net earnings or any part of them is
2. For Domestic For-Profi t Corporations
not distributable to its members, directors, offi cers or other
private persons, except that the payment of reasonable
A domestic for-profi t corporation seeking to dissolve its Ohio
compensation for services rendered and the distribution of
charter is required to use the certifi cate method. The corpora-
assets on dissolution as permitted by R.C. section 1702.49
tion must obtain from the Ohio Department of Taxation a
is not gain or profi t or distribution of net earnings.
Certifi cate of Tax Release showing that all taxes applicable
to the corporation have been paid or adequately guaran-
Each domestic corporation, whether organized for-profi t or
teed through the date of fi ling the certifi cate. R.C. section
not-for-profi t, seeking to dissolve its Ohio charter and each for-
1701.86(H)(2) requires that the corporation must then fi le a
eign corporation, whether organized for-profi t or not-for- profi t,
certifi cate of dissolution or certifi cate of surrender with the
seeking to surrender its Ohio license is required to fi le with
Ohio Secretary of State, accompanied by the Certifi cate of
the Ohio Secretary of State either a certifi cate of dissolution
Tax Release and similar documents from the other state and
or a certifi cate of surrender of license. The certifi cate must
county agencies mentioned above.
be accompanied by certain affi davits, guarantees, releases
or other documents obtained from various governmental
To apply for a Certifi cate of Tax Release, please complete
agencies including the Ohio Department of Taxation, the Ohio
this form D5 and fi le the form with the Ohio Department of
Department of Job and Family Services, the Ohio Bureau of
Taxation at least 30 days before the date that such certifi -
Workers’ Compensation and the county treasurer of each
cate is desired. To avoid delay, any delinquent tax returns or
county in which the corporation has personal property or, if
reports should accompany this form together with separate
the applicant pays personal property tax to the Ohio Treasurer
certifi ed checks or money orders in payment of each of the
of State, from that offi cial. These documents evidence either
taxes due thereon. Failure to do so may necessitate audits
(1) that the corporation has paid or adequately guaranteed
and will delay issuance of the desired certifi cate.
various taxes, unemployment compensation contributions and
workers’ compensation premiums or (2) the corporation has
For purposes of guaranteeing payment of the applicable
notifi ed each of these agencies of the impending dissolution
taxes that may be due, a cash bond or surety bond issued
or surrender and made certain acknowledgments regarding
by a bonding agency licensed to do business in Ohio may be
those taxes, contributions and premiums.
posted with the tax commissioner. The tax commissioner will
determine the amount of such bond. The bond will remain in
This form and these instructions apply only to the re-
force until all such taxes have been paid.
leases or affi davit requirements as they pertain to the
Ohio Department of Taxation. These instructions do not
Upon determining that all applicable taxes have been paid
address the requirements for releases and affi davits from
or adequately guaranteed, the department will issue a Cer-
the Ohio Department of Job and Family Services, the Ohio
tifi cate of Tax Release to the applicant.
Bureau of Workers’ Compensation and the county treasurers
or, if applicable, the Ohio Treasurer of State. It is the appli-
3. For All Corporations other than Domestic
cant’s responsibility to obtain separate releases from each
For-Profi t Corporations
of those agencies and offi cials.
A. Certifi cate Method
1. For All Corporations Seeking a Certifi cate of
If the corporation chooses the certifi cate method, the corpora-
Tax Release
tion must obtain from the Ohio Department of Taxation a
Certifi cate of Tax Release showing that all applicable taxes
Prior to receiving the Certifi cate of Tax Clearance, a corpora-
have been paid or adequately guaranteed through the date
tion will receive one or more of the following documents from
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