Ohio Notification of Dissolution or Surrender

Notification of Dissolution or Surrender
Microsoft Word - D5 Form Rev 5-2021.docx
D5
Rev 08/23
Tax Release Unit
P.O. Box 182382
Columbus, OH 43218-2382

Notification of Dissolution or Surrender
All corporations seeking a dissolution, surrender, consolidation, merger or conversion must 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.
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 dissolution/surrender method:

Certificate of Tax Clearance

Affidavit

(Domestic for-profit corporations must select Certificate of Tax Clearance. LLC select Affidavit.)

4. Select reason for dissolution/surrender:

Consolidation

Conversion

Dissolution/Surrender

Merger

5. Converting/Merging entity that is continuing the business activities:
Name
Address
FEIN

Ohio Charter/entity no.

Date corporation intends to Convert at the Ohio Secretary of State or Merge out of existence
6. Date Ohio business activity ceased or will cease (mm/dd/yyyy):
Ending date of last payroll subject to Ohio withholding (mm/dd/yyyy):
7. 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:

Tax Type

Ohio Account No.

Commercial activity tax
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 #8 on page 2)
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Date Final Return Filed

D5
Rev 08/23

Sales tax/sellers use tax
School district employer withholding tax
Wireless 9-1-1- fee

8. If you file the financial institution tax as part of a group, provide the name and FIT account number of the reporting member:

9. Identify the person where the Certificate of Tax Clearance should be sent. IF THIS IS A REPRESENTATIVE, AN OHIO
TBOR 1 IS REQUIRED:
Name

Title

Address
Phone

Fax

TBOR1 Attached?

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

Title

Address
Phone

Fax

TBOR1 Attached?

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

Name and Title

Home Address

SSN

12. 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 Department of Taxation will be closed as of the date provided in section 6 (the latter of last day of business or last
day of payroll); (ii) acknowledge that the dissolution/surrender does not relieve the corporation for payment of all taxes/fees
administered by and required to be paid to the Tax Commissioner; and (iii) acknowledge, if the corporation is a domestic
nonprofit corporation organized under Ohio Revised Code (R.C.) chapter 1702 or a domestic nonprofit agricultural cooperative
organized under R.C. chapter 1729, the applicability of R.C. sections 1702.55 and 1729.25, respectively.

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