D5  
                                                                                                                                                                Rev. 5/18
                                                           Instructions for Form D5 
Purpose of Form                                                                     Department     of Taxation,       the  corporation        acknowledges           that 
                                                                                    the  dissolution/surrender        does  not relieve           the  corporation  
Filing  this  Notificationof      Dissolution  or  Surrender,  form D5,             from  filing  all  tax returns    administered          by  the  Tax     Comm-  
shall serve as a corporation’s notice to the Ohio Department                        issioner  and   payment     of all  tax   liabilities     and  fees.      Domestic 
of Taxation of the corporation’s intent to dissolve its Ohio                        nonprofit  corporations,      domestic      nonprofit         agricultural      coop-
charter orsurrenderitsforeignlicensewiththeOhioSecretary                                                                                                      
                                                                                    eratives, foreign for-profit corporations, foreign nonprofit 
of  State. In  addition,      in certain  situations,      a domestic  for-profit   corporations       and     foreign     nonprofit          agricultural      cooper-
corporation  will   need  to  file  form D5      for  other    dissolution/         atives  may  elect  this  method  or the          Certificate      method.         To 
surrender     scenarios  involving  a  merger,  consolidation  or                   use the affidavit method the corporation must fill out form D5 
conversion. Form D5 and these instructions apply only to the                        and submit it to the Department but does not need to receive 
Certificate  of  Tax  Clearance  requirements  and  affidavit                       a  certificate     of tax  clearance     to file  for  dissolution/surrender 
requirements  as  they  pertain  to  the  Ohio  Department  of                      with the Secretary of State.  
Taxation.   This  form     must  be  submitted  to  the  Ohio 
Department of Taxation at least 30 days prior to the                   date         Secretary of State 
that  the  corporation  intends  to file         for    dissolution/       sur-
                                                                                    Each  domestic  corporation,  whether  organized  for-profit or  
render with the Ohio Secretary of State if a certificate of 
                                                                                    not-for-profit, seekingtodissolveitsOhiocharterandeachfor-                         
tax clearance is required. For additional information, please 
                                                                                    eign  corporation,  whether organized               for-profit   or    not-for-  
see Ohio Admin. Code 5703-1-05.             These instructions donot 
                                                                                    profit, seeking to surrender its        Ohio license is required to file 
address all other requirements for releases and affidavits 
                                                                                    for  dissolution/surrender        with  the  Ohio Secretary             of  State.  
requiredbytheOhioSecretaryofStateandothergovernmental 
                                                                                    The  filing  fordissolution/surrenderwiththeOhioSecretaryof                          
agencies. Please visit        www.sos.state.oh.us            for filing inform-
                                                                                    Statemust     beaccompaniedbycertainaffidavits,                    guarantees, 
ation and requirements.
                                                                                    releases   or other       documents    obtained         from  various  
Definitions                                                                         governmental       agencies  including  the Ohio              Department        of  
                                                                                    Taxation,    the  Ohio     Department     of Job  and  Family  Services 
As used throughout form D5 and these instructions:                                  and  the Ohio    Bureau       of  Workers’  Compensation.               Visit  
•  Adomestic     corporation is either (1) a corporation organized                  www.sos.state.oh.us  for filing information and requirements.  
    under laws of Ohio or (2) a bank, savings bank or savings  
    and loan association chartered under the laws of the United                     1.Domestic     For-Profit Corporations                    
    States, the main office of which is located in Ohio.  
•  Aforeign   corporation is (1) a corporation organized under                      A domestic for-profit corporation seeking to dissolve its 
    the laws of a state other than Ohio, (2) a corporation orga-                    Ohio charter  is  required  to  use  the  Certificate method. 
    nized under the lawsofthe       DistrictofColumbia           oranother          The corporation must obtain from the Ohio Department of 
    country or (3) a bank, savings bank or savings and loan                         Taxation a Certificate of Tax Clearance confirming that all 
    association chartered under the laws of the United States,                      applicable  taxes/fees  administered  by                      the  Tax  Com-
    the main office of which is located in another state.                           missioner     have been paid through the issue date on the 
•  A nonprofit   or not-for-profit corporation is a domestic or                     Certificate of Tax Clearance. The corporation must then file 
                                                                                    for dissolution or surrender with           the   Ohio    Secretary         of     
    foreign corporation or domestic or foreign agricultural
                                                                                    State,  accompanied by  the Certificate                 of  Tax  Clearance 
    cooperative corporation that is formed for reasons other
                                                                                    issued  by  the  Ohio  Department  of                         Taxation           and 
    than gain or profit.
                                                                                    required      documents           from  the other         state  agencies  
• The Certificate of Tax Clearance (Certificate) method is
                                                                                    pursuant to R.C. 1701.86(H).  
    the process whereby a corporation obtains a Certificate
    of Tax Clearance from the Ohio Department of Taxation                           In addition, the Certificate method must be used by any 
    that confirms all tax returns that are administered by the                      domestic for-profit corporation that will  dissolve as a result 
    Tax Commissioner are filed and all tax liabilities and                          of a merger, conversion or consolidation into an entity that 
    feesare   paid. The Certificate of Tax Clearance must                           is not a corporation that is chartered/licensed in Ohio. 
    accompany the corporation’s filing of dissolution/  
    surrender withthe   Ohio Secretary of State. This method                        By example, this includes, but is not limited to the following: 
    is required fordomestic       for-profit corporationsto                         •  Domestic for-profit corporation merges into a domestic LLC;  
    voluntarily dissolve withthe      Ohio Secretary of State.                      •  Domestic for-profit corporation converts into a foreign LLC;  
    Other corporations may electthis           method or the affidavit                 and  
    method.                                                                         •  Domesticfor-profitcorporation          consolidatesinto             a foreign       
•  The affidavit method is the process whereby a corporation                           corporation that is not registered to do business in Ohio.  
    notifies the Ohio Department of Taxation of                  itsintent to file  forNote:ACertificate       of Tax Clearance is not required if a do-
    dissolution/surrender with the Ohio SecretaryofState                   and    inmesticfor-profitcorporationmerges,consolidatesorconverts                    
    lieu of obtaining a Certificate of TaxClearance              from the Ohio      into a foreign licensed corporation that is registered with the 
                                                                                    Ohio Secretary of State. 

                                                                                -1 -

                                                                                                                                    D5  
                                                                                                                                    Rev. 5/18  
To apply for a Certificate of Tax Clearance, select the “Cer-               certified checks or money orders. Failure to do so may 
tificate of Tax  Clearance” box as the        dissolution/surrender         result in the issuance of bills and assessments.  
method on line 3 of form D5 and         submit the form to the 
Ohio Department of Taxation at least 30 days prior to                       3.Requirements     for Closing Accounts with the Ohio
the  date  that  such  Certificate  of  Tax  Clearance  is                      Department of Taxation 
desired.     Upon receipt of form  D5, the Ohio Department of 
                                                                          There are certain tax responsibilities that must be followed  
Taxation will review all business tax accounts associated 
                                                                          when closing a business in Ohio. Please see below for in-
with the corporation to verify that all tax returns have been                                                                                         
                                                                          structions or visit www.tax.ohio.gov and click on Business.
filed and all liabilities and fees paid. If the Ohio Department 
of Taxation ascertains that     there   are  any outstanding      tax     A. Sales and Use Tax 
liabilities  and  fees owed or any tax    returns that have not           •  Abusiness   withavendor’s     license is required tofileafinal             
been filed, a notice will be sent to the corporation detailing                  sales tax return. This return would be filed for the period  
what is owed.  All outstanding  liabilities and    fees    or  filings          in which the final sale was made. The vendor’s license                  
that  are  due and  detailed   in  this notice must be paid with              can be closed while filing the final return through the Ohio 
certified checks  or money orders  before a Certificate of Tax                Business Gateway by selecting “Cancel my account” or 
Clearance will be issued.                                                     through the TeleFile system. 
To  avoid  delay,  any  delinquent  tax  returns  or  reports             B.Employer      Withholding Tax        
should accompany form D5 together with separate certified                 •  The business must file form IT 941, Ohio Employer’s          
checks or money orders in payment of each of the taxes/                       Annual Reconciliation, no later than 15 days after the  
fees due thereon. Failure to do so may necessitate the                        discontinuation of business. This form must      be filed  
issuance of billsandassessments,andwilldelayissuance                          online through Ohio Business Gateway.  
ofthedesired    CertificateofTaxClearance.       Seesection3for                                              
                                                                          • EFTfilers must file form IT942, Ohio Employer’s 4th Quar-
instructions  on  filing  requirements and     how   to  close  the           ter/Annual Reconciliation,through     Ohio Business Gateway.  
various  tax-types  accounts  of a     corporation with    the  Ohio                                                                                    
                                                                          • If the business has more than 250 employees, form IT 3
DepartmentofTaxation.                                                                                                                                   
                                                                              and all W-2s are required to be filed no later than 60 days
Upon determining that all applicable taxes/fees have been                     from the last date of payroll.  
paid,  the  Ohio  Department  of  Taxation  will  issue  a                                                                       
                                                                          C.School District Employer Withholding Tax
Certificate of Tax Clearance to the corporation.                          •  A business   that withholds school district income from its                
2.  All Corporations Other than Domestic For-Profit                           employee(s),andisclosing,must         alsofileformSD141,Ohio            
    Corporations                                                              School District  Employer’s Annual Reconciliation, no later  
                                                                              than 15 days after the discontinuation of business. Thisform              
                                                                                                                                       
A.  Certificate Method                                                        must be filed online through Ohio Business Gateway.
If the corporation chooses the Certificate method, the process  
                                                                          •  If the business has more than 250 employees, form IT 3                     
for obtaining the Certificate of Tax Clearance from the Ohio  
                                                                              and all W-2s are required to be filed no later than 60 days  
Department of Taxation is the same as described in section 1.  
                                                                              from the last date of payroll.  
B.  Affidavit Method  
                                                                          D.Commercial       Activity Tax      
If a corporation, other than a domestic for-profit corporation,  
                                                                          •  Taxpayers who do not anticipate taxable gross receipts                     
chooses the affidavit method to dissolve its Ohio charter or  
                                                                              exceeding $150,000 mustcancel         their account on or be-
surrender its foreign license, the corporation must file  form D5 
                                                                              fore May 10th of the current calendar year to avoid being  
to  satisfy the requirementsunderR.C.sections1703.17(D),        
                                                                              subject to the annual minimum tax for that calendar year.  
1729.55(H)(6)and1702.47(G)(3).          The corporation should 
                                                                          •  Taxpayers that are registered as a combined or consolidated  
select the “Affidavit” boxas    the dissolution/surrender method 
                                                                              elected taxpayergroup     should complete formCAT-AR  and  
on line 3 of form D5 and  submit the form to the Ohio 
                                                                              provide documentation detailing the   value of ownership                  
Department of Taxationprior tothe           date that suchcorp    -
                                                                              interest and registration statusof    the remaining members  
orationintends    tofilefor    dissolution/surrender with the 
                                                                              of the group. It may be necessary for the group to remain  
Ohio Secretary of State.                                                                                                                  
                                                                              intact if some of the members remain subject to CAT.
Eventhoughunderthismethodthecorporationwillnotobtain                      •  The taxpayer is required to file and pay all tax periods                 
a Certificate of Tax Clearance from the Ohio Department of                    through the cancellation date.  
Taxation, the department will still ascertain if there are any  
outstanding  tax  liabilities  and  fees  owed  or  any  tax              E.Excise/Energy      Tax    
returns that have not been filed. If a deficiency exists, a               •  The taxpayer is required to file and pay all required taxes                
notice will be sent to the corporation detailing what is owed.                up through the cancellation date. If the taxpayer cancels  
All outstanding liabilities and fees or filings that are due and              in the middle of a reporting period, the taxpayer must file  
detailed in this notice must be paid by the corporation with                  a return and payment for the partial period.  

                                                                        -2 -