Form D5 
                                                                                                                                                         Instructions 
                                                                                                                                                         Rev. 5/2021
                          PO Box 182382 
                          Columbus, OH 43218-2382 
                          tax.ohio.gov 
                                                                                       Note: If   the business      does   not  have a FEIN,   please write            
     Notification of Dissolution or 
                                                                                       “never applied”.       
        Surrender (D5) Instructions 
                                                                                       Ohio charter/entity no.              
           General  Instructions and                  Information                      For    help      finding            your     Charter      number          go     to 
                                                                                       businesssearch.ohiosos.gov   to search for                the legal name    of     
Filing this   form  serves    as     a corporation’s written     notice  to           
                                                                                       the business. If   you do not have       a charter   number,               STOP. 
the Ohio Department           of Taxation      of the corporation’s                   
                                                                                       You do  not   need  to     fill out this form. Sole proprietors     need           
intent to   dissolve its    Ohio  charter    or surrender     its foreign             
                                                                                       to complete     the Business        Account    Update   Form   (BAUF)     to      
license with the    Ohio      Secretary     of State.         A separate letter       
                                                                                       close their   accounts.        
of intent is   not required.         
The corporation must          obtain    from    the   Ohio Department         of       NOTE: We do      not  accept   the   number      for a registered   trade          
Taxation a   Certificate of   Tax Clearance           confirming       that all        name.    

applicable         taxes/fees           administered            by      the       Tax  Type of   business activity/product            sold       
Commissioner have           been    paid    and required     returns    filed          A brief description     of   the kind    of business.        
through the    issue      date   on the Certificate     of Tax   Clearance.          
                                                                                       Date qualified in   Ohio        
The corporation must          then     file for dissolution   or surrender            
                                                                                       This is   the date the  business     started   operations     in Ohio.   In       
with the Ohio    Secretary       of State,   accompanied        by the                
                                                                                       some cases     it   may be   before    the incorporation     date.          
Certificate of   Tax Clearance,        and   required     documents      from         
the other state     agencies      pursuant      to R.C.   1701.86(H).                  Incorporation Date             
                                                                                       Date the   business     registered       with the Ohio   Secretary   of       
In addition, a   Certificate of   Tax Clearance           must be obtained             State.  
by any domestic         for profit‐ corporation       that will dissolve    as         
a result  of     a merger, conversion       or consolidation       into an             State   of incorporation        
entity that    is   not a corporation     that is chartered/licensed                   U.S. State    where   the    business    is registered.        
in Ohio.   
                                                                                       SECTION 2   Select corporation/entity                  type    
                              Line Instructions                                        For help  finding   your     entity  type   go to     
                                                                                       businesssearch.ohiosos.gov   to search by   the legal              name          
SECTION 1   Company Information                                                        or charter    number    of   the business.         
Name of   Corporation             
                                                                                       A domestic entity     is   either (1)    organized   under  laws  of Ohio           
This is   the legal name     of the   company      as recorded     with the          
                                                                                       or (2) a   bank, savings     bank   or savings   and loan  association              
Ohio Secretary      of   State. Go     to businesssearch.ohiosos.gov                 
                                                                                       chartered under       the    laws   of the   United States, the main                
to search  for   the    legal name     and charter    number     of the              
                                                                                       office of   which is   located in Ohio.           
business.      
                                                                                       A foreign entity    is   (1) organized   under    the laws  of a state              
Address                                                                                other than    Ohio,   (2) organized      under    the laws  of the                  
Current address         of   the business.   If the   company    no longer             District of   Columbia    or another       country   or (3) a bank,                 
has premises,      enter    the  last  address    for the business.                    savings bank     or savings    and loan association        chartered                
                                                                                       under the laws     of the United       States, the main    office of                
FEIN                                                                                   which is   located in   another state.            
Federal Employer          Identification     Number.      If you   do not            
know your      FEIN,    please   contact    the  IRS at 1    ‐ 800 829 4933.‐ ‐        SECTION 3   Select dissolution/surrender                  method       
                                                                                       If the company     is a domestic       for profit, select‐ the                     
If your Ohio   tax  accounts      are  linked   to your   Social  Security             Certificate   of Tax Clearance.        A certificate   is required   for a          
number AND       you      are a sole   proprietor           STOP. You do        not    domestic for profit‐    corporation         to dissolve,  merge,                   
need to   fill out this   form.  Sole proprietors         must use the                 convert, or   consolidate with         the   Ohio Secretary    of State.          
Business Account          Update    Form     (BAUF)   to close  their                  For additional   information,          please  see Ohio   Admin.    Code           
accounts.                                                                              5703 1‐ ‐ 05.    

                                                                                                                                                               Form D5 
                                                                                                                                                               Instructions 
                                                                                                                                                               Rev. 5/2021
                       PO Box 182382 
                       Columbus, OH 43218-2382 
                       tax.ohio.gov 

All other entity   types   can   use   the  affidavit   method     with the            If this is     a third party‐ representative,        a TBOR1     (Declaration            
Ohio Secretary       of State.  If this   method    is selected,   no                  of Tax  Representative)           form        must be        attached. Send       the    
response will     be   given  from     the Ohio Department         of                  TBOR1 with       the     D5 form   to the   address,     email, or fax on                
Taxation unless      there    are  outstanding       returns    or liabilities.        the D5.     

Note: Limited Liability         Companies      will   be   processed as an                            Important: The TBOR1 form                  is   updated       
affidavit regardless      of   the method     selected.                                     !      regularly. The         most     recent   version      can   be found  
                                                                                                   at www.tax.ohio.gov/forms. OLDER VERSIONS                                  
SECTION 4         Select reason for      dissolution/surrender                
                                                                                       MAY BE    REJECTED.             
Please select    Consolidation,        Conversion,           
Dissolution/Surrender or   Merger.                                                     SECTION 10              Identify the   person     to   whom         
                                                                                       correspondence related              to   tax issues    should     be sent.  If      
SECTION 5    Converting Entity              Information                                the person listed        is   internal to the   company,        please          
Complete only        if   converting, merging,       or consolidating                  include their    title.       
companies.  
                                                                                       If this is     a third party‐ representative,        a TBOR1     (Declaration            
SECTION 6   Date Ohio business              activity    ceased          
                                                                                       of Tax  Representative)           form        must be        attached. Send       the    
If the entity is   converting and      intends    to keep    same   FEIN             
                                                                                       TBOR1 with       the     D5 form   to   the address/email         or fax   on the        
after conversion,       leave   this   line blank.        
                                                                                       D5.  
NOTE: The date         cannot   be   more than    30 days    in the         
                                                                                       If both section        9 and   10 are left blank                 OR   if there is   no   
future. 
                                                                                       TBOR1 attached,          correspondence             will be sent   to the                
SECTION 7   Tax Accounts:                                                              address provided         for    the owner/officer         listed  in section   11.       
All tax accounts     must  be closed,       final returns    filed, and                
                                                                                       SECTION 11              Owners and     Officers         
liabilities paid  before      a Certificate   of Tax   Clearance     can be            
                                                                                       Name, title,     address       and at least   the last    4 digits   of Social           
issued. Form     D5  authorizes        the Department        of Taxation   to         
                                                                                       Security Number          (if   applicable) must        be provided      for the          
close associated       tax accounts.     All accounts     will be                      
                                                                                       owner and/or           officers of   the company.             
researched and       must     be closed    even   if they   are not listed             
in section 8.                                                                          SECTION 12              
NOTE: An exception is   made for            account    closure    in the               Accepted titles          include  President,     Vice   President,      Director,        
case of     a converting entity.                                                       Treasurer, Secretary,           Sole  Member,        Managing        Member,           
                                                                                       CEO, Sole   Shareholder,          General     Partner,      Owner,      etc.      
             IMPORTANT: If the dissolving               entity   is     a member       
     !
              of a   Commercial Activity      Tax    (CAT)   Group,   please           If the signer    is   an executor,    a copy     of the   will or court            
attach form CAT        AR and   an organizational       chart   to the   D5            documentation naming               the   Executor/Administrator               of   the   
to remove     the entity   from    the group.     Send the   CAT    AR,                estate   is required.          
Organizational chart          of   the CAT  group,   and the  D5   to the              
address, email,      or   fax on the   D5.                                             Some forms       of   electronic signatures          are  accepted.     Please          
                                                                                       call the  Tax    Release      unit at 1    ‐ 855 995 4422‐ ‐ for more             
SECTION 8   Financial Institution             Tax    (FIT):                            information.             
            IMPORTANT:           If the dissolving      entity  is a     member        
    !       of a   FIT filing group,   please  attach     form   FIT AR  to            Please direct      any   questions       to   our office:          
            the D5 to   remove the       entity   from   the group.     Send           
                                                                                                        Ohio Department of   Taxation                      
both forms    to   the address,    email,   or fax   on the  D5.            
                                                                                                        Internal Audit         Division          
                                                                                                        Tax Release        Unit       
SECTION 9    Identify the          person    to   whom the    Certificate            
                                                                                                        P.O. Box       182382         
of Tax clearance       should   be sent  once     all tax   matters  are            
                                                                                                        Columbus, OH            43216      2382‐       
resolved. 
                                                                                                        Telephone (855)            995   4422‐