Form D5 - Notification Of Dissolution Or Surrender Page 5
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5D-5
Rev. 8/12
Furthermore, an “exiting corporation” may be subject to an
tions of the corporation, or without making adequate
exit tax on its unreported Ohio net income that was earned in
provisions thereof, are jointly and severally liable to the
the two calendar years prior to the tax year to the extent that
corporation to the extent that such obligations are not
such income was not previously included on a franchise tax
paid or adequately guaranteed.
report (see R.C. section 5733.06(H)). An exiting corporation
2. In the case of a foreign for-profi t corporation or a
is a corporation that previously had nexus with Ohio but is not
foreign nonprofi t agricultural cooperative organized
a franchise taxpayer for the tax year (for example, the cor-
in the same or similar manner as an R.C. chapter
poration dissolved, merged out of existence or surrendered
1729 cooperative, the corporation’s acknowledgment
its license to conduct business in Ohio prior to Jan. 1 of the
that the surrender of its license does not relieve it of
tax year). The exit tax does not apply to an exiting fi nancial
liability, if any, for payment of any franchise tax, sales
institution. The exit tax also does not apply if R.C. section
and use tax or fuel use tax due through the date of the
5733.053 applies to a “transfer” corporation. For further in-
surrender.
formation see R.C. section 5733.06(H).
3. In the case of a domestic nonprofi t corporation, other
B. Affi davit Method
than a nonprofi t agricultural cooperative organized
under R.C. chapter 1729, the corporation’s acknowl-
If a corporation chooses the affi davit method to dissolve its
edgment of the applicability of the provisions of R.C.
Ohio charter or surrender its Ohio license, the corporation
section 1702.55 provides that the directors who vote for
may submit to the Ohio Secretary of State its certifi cate of
or assent to a distribution of assets during the winding
dissolution or certifi cate of surrender accompanied by an
up of the affairs of the corporation without payment of all
affi davit. (The affi davit is in lieu of the receipts, certifi cates
known obligations of the corporation, or without making
and other evidence required under the “certifi cate method.”)
adequate provisions thereof, are jointly and severally
The affi davit must contain a statement of the dates on which
liable to the corporation to the extent that such obliga-
the various departments, agencies or authorities, from whom
tions are not paid or adequately guaranteed.
receipts, certifi cates or other evidence would otherwise be
required under the certifi cate method, were advised in writing
4. In the case of a foreign nonprofi t corporation other
of the following:
than a nonprofi t agricultural cooperative organized in
the same or similar manner as an R.C. chapter 1729
• The scheduled date of fi ling the corporation’s certifi cate
cooperative, the corporation’s acknowledgment that the
of dissolution or certifi cate of surrender; and
surrender of its license does not relieve it of liability, if
• The corporation’s acknowledgment of one of the follow-
any, for payment of any sales and use tax or fuel use
ing:
tax due through the date of the surrender.
1. In the case of a domestic for-profi t corporation or
An offi cer of the corporation or one or more of the per-
a nonprofi t agricultural cooperative corporation
sons executing the certifi cate of dissolution or surrender
organized under R.C chapter 1729, the corporation’s
must sign the above-discussed acknowledgment.
acknowledgment of the applicability of the provisions
Please note: Receipt by the Department of Taxation of
of R.C. section 1701.95 (or, in the case of a nonprofi t
completed Parts I and III of this form D5 fulfi lls only the ap-
agricultural cooperative, of the corporation’s acknowl-
plicant’s responsibility for notifying the Ohio Department of
edgment of the applicability of the provisions of R.C.
Taxation of the necessary information and acknowledgment.
section 1729.25). R.C. sections 1701.95 and 1729.25
It is the applicant’s responsibility to furnish in writing to all
provide that the directors who vote for or assent to a
other applicable agencies the information required under the
distribution of assets during the winding up of the affairs
affi davit method.
of the corporation without payment of all known obliga-
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