Ohio Admin. Code 5703-1-05 - Certification of payment of taxes for purposes of dissolution of corporate charter or surrender of license
(A) Domestic corporations, foreign
corporations, and those nonprofit corporations organized pursuant to Chapter
1729. of the Revised Code, or organized or operating in a manner similar to
that authorized by Chapter 1729. of the Revised Code pursuant to the law of
another state or country, which desire to dissolve their charter or surrender
their license to transact business in this state must furnish the secretary of
state with the receipts, certificates, or other evidence enumerated in division
(H) of section 1701.86, division (G) of section
1702.47, division (C) or (D) of
section 1703.17, or division (H) or
section 1729.55 of the Revised
Code.
(B) In the case of an
organized-for-profit domestic corporation filing for a certificate of
dissolution or merging, consolidating, or converting into a surviving or new
entity that is not a foreign or domestic corporation that is licensed to
transact business in Ohio, the following must be
obtained from the department of taxation prior to filing for
dissolution, merger, consolidation, or conversion with the secretary of
state, the corporation must :
(1)
Obtain from the
department of taxation a
A certificate
of tax clearance showing that the corporation has
paid all taxes administered by and required
to be paid to the tax commissioner
imposed
under the laws of this state that are or will be due
from the corporation on the date of
the dissolution, merger, consolidation, or
conversion
such filing have been paid ;
or
(2)
Obtain a
A
certificate or other evidence indicating that the department of taxation has
received an adequate guarantee for the payment of all taxes administered
and collected by and
required to be paid to the tax
commissioner that are or will be due on the date of the dissolution, merger, consolidation, or
conversion
such filing .
(C) In the case of an organized
not-for-profit domestic corporation filing for a certificate of dissolution or
merging, consolidating, or converting into a surviving or new entity that is
not a foreign or domestic corporation that is licensed to transact business in
Ohio, prior to filing for dissolution, merger, consolidation, or conversion
with the secretary of state, the corporation must:
(1) Obtain from the department of taxation a
certificate of tax clearance showing that all taxes imposed under the laws of
this state that are or will be due from the corporation on the date of such
filing have been paid or that such payment has been adequately guaranteed;
or
(2) Notify the department of
taxation in writing of the scheduled effective date of dissolution, merger,
consolidation, or conversion and acknowledge in writing the applicability of
section 1702.55 of the Revised
Code.
(D) In the case of
an organized-for-profit or not-for-profit foreign corporation licensed to
transact business in Ohio filing for a certificate of dissolution or merging,
consolidating, or converting into a surviving or new entity that is not a
foreign or domestic corporation that is licensed to transact business in Ohio,
prior to filing for dissolution, merger, consolidation, or conversion with the
secretary of state, the foreign corporation must:
(1) Obtain from the department of taxation a
certificate of tax clearance showing that all franchise, sales, use, and
highway use taxes accruing up to the date of such filing have been paid or that
such payment has been adequately guaranteed; or
(2) Notify the department of taxation in
writing of the scheduled date of filing the certificate of surrender, merger,
consolidation, or conversion and acknowledge in writing that such filing does
not relieve the foreign corporation of liability, if any, for payment of all
franchise, sales, use, and highway use taxes accruing up to the date of
filing.
(E) In the case
of a cooperative association organized pursuant to Chapter 1729. of the Revised
Code or organized or operating in a manner similar to that authorized by
Chapter 1729. of the Revised Code pursuant to the law of another state or
country licensed to transact business in Ohio, prior to filing a certificate of
dissolution with the secretary of state, the association must:
(1) Obtain from the department of taxation a
certificate of tax clearance showing that all franchise, sales, use, and
highway use taxes accruing up to the date of such filing have been paid or that
such payment has been adequately guaranteed; or
(2) Notify the department of taxation in
writing of the scheduled date of filing of the certificate of dissolution and
acknowledge in writing the applicability of section
1729.25 of the Revised
Code.
(F) Form no. D-5,
"Notification of Dissolution or Surrender," is prescribed by the tax
commissioner for the purpose of obtaining a certificate of tax clearance
indicating that the taxes administered by the tax commissioner have been paid
or an adequate guarantee that such taxes will be paid has been received by the
department, and to satisfy the notification
requirements contained in paragraphs (C)(2), (D)(2), and (E)(2) of
this rule. Corporations desiring to file a certificate of dissolution, merger,
consolidation, or conversion, as described in this rule,
must
should
submit a completed form no. D-5 to the department of taxation
at least thirty days prior to such filing, with allowance for at least thirty days for processing if
a certificate of tax clearance is required. To avoid delay in
receiving a certificate of tax clearance, any delinquent tax returns or reports
should accompany the form no. D-5 together with a certified check or money
order in payment for each of the taxes due thereon. Failure to initially submit
all necessary information, tax returns, and/or payments may result in tax
audits and will delay issuance of the desired certificate.
(G) For the purpose of guaranteeing the
payment of any taxes which may be due, either a cash bond or surety bond issued
by a bonding agency licensed to do business in Ohio may be posted with the
tax commissioner by the applicant. The
amount shall be determined by the tax
commissioner will determine the amount . Such bond
shall remain
remains in force until all taxes have been paid,
whereupon the commissioner will provide
a written notice to that effect
shall be provided by the tax
commissioner.
(H) Upon
determining that all taxes have been paid or adequately guaranteed, the
tax commissioner will issue a certificate
of tax clearance to the applicant. Failure to pay or adequately guarantee any
of these taxes will prevent issuance of this certificate.
(I) It is the responsibility of the applicant
to obtain a personal property tax release certificate from the treasurer of
each county in which the applicant had taxable personal property. It is the
responsibility of the county officials to determine that all personal property
taxes have been paid.
(J) Form no.
D-5, "Notification of Dissolution or Surrender," revised
April 2017
May
2021 and located on the department's website, is incorporated in this
rule by reference.
Notes
Promulgated Under: 119
Statutory Authority: 5703.05
Rule Amplifies: 1706.712, 1706.722, 1776.70, 1776.74, 1782.433, 1782.4310, 1701.86, 1702.47, 1703.17, 1729.55, 1701.81, 1701.811, 1701.79, 1702.43, 1702.462, 1729.27, 1776.70, 1776.74
Prior Effective Dates: 12/31/1975, 12/11/1989 (Emer.), 03/25/1990, 05/13/2018
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