Form D5 - Notification Of Dissolution Or Surrender Page 4
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5D-5
Instructions for Form D-5
Rev. 8/12
As used throughout form D5 and these instructions:
A. Certifi cate Method
•
A domestic corporation is either (1) a corporation orga-
If the corporation chooses the certifi cate method, the corpora-
nized under laws of Ohio or (2) a bank, savings bank or
tion must obtain from the Ohio Department of Taxation a D 2
savings and loan association chartered under the laws of
certifi cate showing that all sales and use tax, fuel use tax and
the United States, the main offi ce of which is located in
franchise tax applicable to the corporation have been paid or
Ohio.
adequately guaranteed through the date of fi ling the certifi cate.
The corporation must then fi le with the Ohio Secretary of
•
A foreign corporation is (1) a corporation organized under
State the certifi cate of dissolution or certifi cate of surrender
the laws of a state other than Ohio, (2) a corporation orga-
accompanied by the D2 certifi cate and similar documents from
nized under the laws of the District of Columbia or another
the other state and county agencies mentioned above.
country or (3) a bank, savings bank or savings and loan
association chartered under the laws of the United States,
The above requirements are set forth in the R.C. sections
the main offi ce of which is located in another state.
listed below:
•
A nonprofi t or not-for-profi t corporation is a domestic or
• Domestic for-profi t corporations: 1701.86(H)(2).
foreign corporation that is formed for reasons other than
• Foreign for-profi t corporations: 1703.17(C)(1).
gain or profi t and whose net earnings or any part of them is
• Domestic nonprofi t agricultural cooperatives: 1729.55(G)
not distributable to its members, directors, offi cers or other
(2).
private persons, except that the payment of reasonable
• Foreign nonprofi t agricultural cooperatives organized
compensation for services rendered and the distribution of
under a provision similar to R.C. chapter 1729: 1729.76
assets on dissolution as permitted by R.C. section 1702.49
and 1703.17(C)(1).
is not gain or profi t or distribution of net earnings.
• Domestic nonprofi t corporations other than agricultural
cooperatives: 1702.47(G)(4).
Each domestic corporation, whether organized for-profi t or
not-for-profi t, seeking to dissolve its Ohio charter and each
•
Foreign nonprofi t corporations other than agricultural
foreign corporation, whether organized for-profi t or not-for-
cooperatives: 1703.27(G) and 1703.17(C)(1).
profi t, seeking to surrender its Ohio license is required to
To apply for a D2 certifi cate, please complete Parts I and II
fi le with the Ohio Secretary of State either a certifi cate
of this form D5 and fi le the form with the Ohio Department of
of dissolution or a certifi cate of surrender of license. The
Taxation at least 30 days before the date that such certifi cate
certifi cate must be accompanied by certain affi davits, guar-
is desired. To avoid delay, any delinquent sales, use, fuel
antees, releases or other documents obtained from various
use and franchise tax returns or reports should accompany
governmental agencies including the Ohio Department of
this form together with separate certifi ed checks or money
Taxation, the Ohio Department of Job and Family Services,
orders in payment of each of the taxes due thereon. Failure
the Ohio Bureau of Workers’ Compensation and the county
to do so may necessitate audits and will delay issuance of
treasurer of each county in which the corporation has per-
the desired certifi cate.
sonal property or, if the applicant pays personal property
tax to the Ohio Treasurer of State, from that offi cial. These
For purposes of guaranteeing payment of any franchise tax,
documents evidence either (1) that the corporation has paid
sales and use tax, and fuel use tax that may be due, a cash
or adequately guaranteed various taxes, unemployment
bond or surety bond issued by a bonding agency licensed
compensation contributions and workers’ compensation
to do business in Ohio may be posted with the tax commis-
premiums or (2) the corporation has notifi ed each of these
sioner. The tax commissioner will determine the amount of
agencies of the impending dissolution or surrender and made
such bond. The bond will remain in force until all taxes have
certain acknowledgments regarding those taxes, contribu-
been paid; where it is written, the tax commissioner will pro-
tions and premiums.
vide notice to that effect.
This form and these instructions apply only to the re-
Upon determining that all sales and use, fuel use and fran-
leases or affi davit requirements as they pertain to the
chise taxes have been paid or adequately guaranteed, the
Ohio Department of Taxation. These instructions do not
tax commissioner will issue a combined certifi cate (form D2)
address the requirements for releases and affi davits from
to the applicant.
the Ohio Department of Job and Family Services, the Ohio
Bureau of Workers’ Compensation and the county treasurers
Franchise tax and exit tax. The mere termination of busi-
or, if applicable, the Ohio Treasurer of State. It is the appli-
ness activities or voluntary dissolution does not exempt a
cant’s responsibility to obtain separate releases from each
corporation from the franchise tax. A corporation that on
of those agencies and offi cials.
Jan. 1 of the tax year holds an Ohio charter or a license to
transact business in Ohio is subject to the Ohio franchise
The Ohio Revised Code provides two alternative meth-
tax for such calendar year, even if prior to Jan. 1 the corpo-
ods to fulfi ll the applicant’s requirements with the Ohio
ration ceased all business activities in Ohio and applied for
Department of Taxation: the certifi cate method and the
certifi cates verifying the payment or adequate guarantee of
affi davit method.
all required taxes.
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