Ohio Notification of Dissolution or Surrender

Notification of Dissolution or Surrender
Microsoft Word - D5 Form Rev 5-2021.docx
Tax Release Unit
P.O. Box 182382
Columbus, OH 43218-2382

D5
Rev 10/24

Notification of Dissolution or Surrender

All corporations seeking a dissolution, surrender, consolidation, or merger should submit this form to the Ohio Department
of Taxation. Corporations seeking a Certificate of Tax Clearance should submit this form to the Ohio Department of
Taxation at least 30 days prior to the date the corporation intends to file with the Ohio Secretary of State. A Certificate of
Tax Clearance will not be issued until all taxes/fees administered by the Tax Commissioner are filed and paid. Review the
notification of dissolution or surrender instructions before completing.

Select dissolution or surrender method:
a.

Certificate of Tax Clearance Method (pursuant to either Ohio Revised Code (O.R.C.), section 1701.86 (H) for a
dissolution, or O.R.C. section 1703.17(C) for a surrender) – Complete Part 1 and Part 2a.

b.

Affidavit Method (pursuant to either O.R.C. section 1701.86(I) for a dissolution, or O.R.C. 1703.17(D) for a
surrender) – Complete Part 1 and Part 2b.

Part 1
1. Name of corporation

(as recorded with the Ohio Secretary of State)

Address
FEIN

Ohio charter/entity no.

Type of business activity/product sold:
Date qualified in Ohio

Incorporation date

State of incorporation

2. Select corporation/entity type:
Domestic For-Profit

Domestic Nonprofit

LLC

Foreign For-Profit

Foreign Nonprofit

Domestic/Foreign Nonprofit Agricultural Cooperative

3. Select reason for dissolution/surrender:

Consolidation

Dissolution/Surrender

Merger

4. Merger/Consolidation – Surviving entity that is continuing the business activities:
Name
Address
FEIN

Ohio Charter/entity no.

Date corporation intends to Merge out of existence at the Ohio Secretary of State
5. Date Ohio business activity ceased or will cease (mm/dd/yyyy):
Ending date of last payroll subject to Ohio withholding (mm/dd/yyyy):
6. Select each tax applicable to this corporation and provide information requested. See the instructions for information
on how to close certain accounts with the Ohio Department of Taxation: (continued on page 2)

Tax Type

Ohio Account No.

Commercial activity tax
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Date Final Return Filed

D5
Rev 10/24

Consumer use tax/direct pay permit
Corporation franchise tax
Employer withholding tax
Excise/energy taxes (motor fuel, alcohol,
tobacco, public utility)
Financial institutions tax (also see #7)
Sales tax/sellers use tax
School district employer withholding tax
Next Generation 9-1-1- Access Fee
7. If the corporation files the financial institution tax as part of a group, provide the name and FIT account number of the
reporting member:

8. If applicable, identify the person where the Certificate of Tax Clearance should be sent. IF THIS IS A
REPRESENTATIVE, AN OHIO TBOR 1 FORM IS REQUIRED:
Name

Title

Address
Phone

Fax

TBOR1 Attached?

9. Identify the person where correspondence regarding tax matters should be sent. (if different from #9.) IF THIS IS A
REPRESENTATIVE, AN OHIO TBOR 1 FORM IS REQUIRED:
Name

Title

Address
Phone

Fax

TBOR1 Attached?

10. List each of the corporation’s officer(s)’ and director(s)’ name, title, address, and SSN (include additional list if necessary):

Name and Title

Home Address

SSN

Part 2a
Please complete this section if using the Certificate of Tax Clearance Method.
I declare and affirm, under penalties provided by law, that this application has been examined by me and the statements
contained therein are true to the best of my information, knowledge and belief. By my signature, as an officer of the
corporation or as the person who will execute the dissolution/surrender, I (i) acknowledge that all of my tax accounts with the Ohio

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Department of Taxation will be closed as of the date provided in section 5 (the latter of last day of business or
last day of payroll);
D5
(ii) acknowledge that the dissolution/surrender does not relieve the corporation for payment of all taxes/fees
Rev 10/24
administered by and required to be paid to the Tax Commissioner; and (iii) acknowledge, if the corporation is a
domestic nonprofit corporation organized under O.R.C. chapter 1702 or a domestic nonprofit agricultural cooperative organized
under O.R.C. chapter 1729, the applicability of O.R.C. sections 1702.55 and 1729.25, respectively.

Name

Signature

Title

Date

Part 2b
Please complete this section if using the Affidavit Method.
I declare and affirm, under penalties provided by law, that this application has been examined by me and the
statements contained therein are true to the best of my information, knowledge, and belief.

__________________________________________________ _______________________________________________
Name
Signature
__________________________________________________ _______________________________________________
Title
Date

To submit this application, please use one of the following options:
Online Notice Response Service:
tax.ohio.gov - Contact Us
-or- gateway.ohio.gov

eFax: (206) 984-0378
Phone: (855) 995-4422
Email: [email protected]

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Mail:
Ohio Department of Taxation
Tax Release Unit
P.O. Box 182382
Columbus, OH 43218-2382