(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 or division (C) of section 1703.17 of the Revised Code. Such enumeration includes a receipt, certificate or other evidence showing that:
(1) all franchise taxes have been paid or adequately guaranteed through the year in which the request is made, and
(2) all sales, use and highway use taxes have been paid or adequately guaranteed, and
(3) all personal property taxes accruing up to the date of request for dissolution have been paid.
(B) Under the provisions of division (G) of section 1702.47 of the Revised Code, nonprofit corporations desiring to dissolve their charter must furnish the secretary of state with the receipts, certificates or other evidence enumerated therein. Such enumeration includes a receipt, certificate or other evidence showing that:
(1) all sales, use and highway use taxes have been paid or adequately guaranteed, and
(2) all personal property taxes accruing up to the date of request for dissolution have been paid. If the corporation has no personal property in this state subject to taxation, an affidavit to that effect may be filed in lieu of the receipts or other evidence of tax payment.
Form No. D-5, Application for Certificate of Payment of Ohio Taxes, is prescribed by the Tax Commissioner for the purpose of obtaining a combined certification for sales, use, highway use and franchise taxes. Corporations desiring to dissolve their charter or surrender their license must make application on this form and furnish all of the required information. Forms may be obtained from and should be filed with the department of taxation, with allowance for at least thirty days for processing.
To avoid delay, any delinquent sales, use, highway use and franchise tax returns or reports should accompany the application together with separate certified checks or money orders 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.
Corporations having a license or charter to conduct business in Ohio, or owning or using all or part of their capital or property in Ohio, on the first day of January of any calendar year are subject to the Ohio corporation franchise tax for such calendar year.
However, in the event a corporation undergoing dissolution has ceased all business activities in Ohio, completed the retirement of all outstanding shares of stock, the liquidation and distribution of assets, the filing of application Form D-5 with the department of taxation, and all other steps toward dissolution, except those steps precluded by the fact that the certificates herein provided for have not been issued, so that it remains licensed or chartered with the secretary of state on the following first day of January solely because the certificates applied for prior to that date have not been issued, the basic franchise tax liability of such corporation for the subsequent year shall be the minimum fee prescribed by section 5733.06 of the Revised Code. As used in this paragraph, a corporation undergoing dissolution does not include a transferor that makes a transfer to a taxpayer meeting the requirements of division (B)(3) of section 5733.053 of the Revised Code.
For the purpose of guaranteeing the payment of any franchise, sales, use and highway use taxes which may be due from a pending audit or assessment, 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. Such bond shall remain in force until all taxes have been paid, whereupon a written notice to that effect shall be provided by the tax commissioner.
Upon determining that all sales, use, highway use and franchise taxes have been paid or adequately guaranteed, the tax commissioner will issue a combined certificate (Form No. D-2) to the applicant. Failure to pay or adequately guarantee any of these taxes will prevent issuance of this certificate.
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.