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 Notification of 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 or surrender its foreign license with the Ohio Secretary      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 
tax clearance is required. For additional information, please         not-for-profit, seeking to dissolve its Ohio charter and each for-
see Ohio Admin. Code 5703-1-05.     These instructions do not         eign  corporation,  whether  organized  for-profit  or  not-for-
address  all  other  requirements  for  releases  and  affidavits     profit, seeking to surrender its Ohio license is required to file 
required by the Ohio Secretary of State and other governmental        for dissolution/surrender with the Ohio Secretary of State. 
agencies. Please visit www.sos.state.oh.us for filing inform-         The filing for dissolution/surrender with the Ohio Secretary of 
ation and requirements.                                               State must be accompanied by certain affidavits, guarantees, 
                                                                      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 
• A domestic 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 United1.Domestic            For-Profit Corporations
States, the main office of which is located in Ohio.
• A foreign 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 laws of the District of Columbia or another           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 
foreign corporation or domestic or foreign agricultural               for dissolution or surrender  with  the  Ohio  Secretary  of 
cooperative corporation that is formed for reasons other              State, accompanied by  the  Certificate  of  Tax  Clearance 
than gain or profit.                                                  issued  by  the  Ohio  Department  of          Taxation     and 
• The Certificate of Tax Clearance (Certificate) method is            required   documents      from  the other state  agencies 
the process whereby a corporation obtains a Certificate               pursuant to R.C. 1701.86(H).
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 corporations to                   • 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.                                                               • Domestic for-profit corporation consolidates into 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 its intent to file for    Note: A Certificate of Tax Clearance is not required if a do-
dissolution/surrender with the Ohio Secretary of State and in         mestic for-profit corporation merges, consolidates or converts 
lieu of obtaining a Certificate of Tax Clearance from the Ohio        into a foreign licensed corporation that is registered with the 
                                                                      Ohio Secretary of State. 

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                                                                                                                 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       • A business with a vendor’s license is required to file a final
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 bills and assessments, and will delay issuance       online through Ohio Business Gateway.
of the desired Certificate of Tax Clearance.  See section 3 for  • EFT filers must file form IT 942, 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
Department of Taxation.                                          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), and is closing, must also file form SD 141, Ohio
   Corporations                                                  School District Employer’s Annual Reconciliation, no later
                                                                 than 15 days after the discontinuation of business. This form
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 must cancel 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 requirements under R.C. sections 1703.17(D), 
                                                                 subject to the annual minimum tax for that calendar year.
1729.55(H)(6) and1702.47(G)(3).  The corporation sh     ould 
                                                                 • Taxpayers that are registered as a combined or consolidated
select the “Affidavit” boxas the dissolution/surrender method 
                                                                 elected taxpayer group should complete form CAT-AR and
on line 3 of form D5 and submit the form to the Ohio 
                                                                 provide documentation detailing the value of ownership
Department of Taxation prior to the date that such corp-
                                                                 interest and registration status of the remaining members
oration intends to filefor 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.
Even though under this method the corporation will not obtain    • 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.

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