(A) A foreign corporation may surrender its license to transact business in this state in the manner provided in this section.
(B) A certificate of surrender signed by any authorized officer, or by the receiver, trustee in bankruptcy, or other liquidator of such corporation, shall be filed with the secretary of state, on a form prescribed by the secretary of state, setting forth:
(1) The name of the corporation and of the state under the laws of which it is incorporated;
(2) That it surrenders its license;
(3) The address to which the secretary of state may mail any process against such corporation that may be served upon the secretary of state, and may mail any other notices, certificates, or statements.
(C) A certificate of surrender, filed with the secretary of state, on a form prescribed by the secretary of state, shall be accompanied by:
(1) A receipt, certificate, or other evidence showing the payment of all franchise, sales, use, and highway use taxes accruing up to the date of such filing, or that such payment has been adequately guaranteed;
(2) A receipt, certificate, or other evidence showing the payment of all personal property taxes accruing up to the date of such filing;
(3) A receipt, certificate, or other evidence from the director of job and family services showing that all contributions due from the corporation as an employer have been paid, or that such payment has been adequately guaranteed, or that the corporation is not subject to such contributions;
(4) An affidavit of the officer, or other person permitted by law, executing the certificate of surrender, containing a statement of the counties, if any, in this state in which the corporation has personal property or a statement that the corporation is of a type required to pay personal property taxes to state authorities only.
(D) In lieu of the receipt, certificate, or other evidence described in divisions (C)(1), (2), and (3) of this section, a certificate of surrender may be accompanied by an affidavit of the person executing the certificate of surrender, or of an officer of the corporation, that contains a statement of the date upon which the particular department, agency, or authority was advised in writing of the scheduled date of filing the certificate of surrender and was advised in writing of the acknowledgement by the corporation that the surrender of its license does not relieve it of liability, if any, for payment of the taxes and contributions described in divisions (C)(1), (2), and (3) of this section.
(E) In lieu of filing such certificate of surrender there may be filed a certificate of the secretary of state, or other proper official, of the state under the laws of which the corporation is incorporated, certifying that said corporation has been dissolved or its corporate existence otherwise terminated, or a certified copy of an order of court terminating the existence of such corporation; but such certificate or certified copy shall be accompanied by the information required by division (B)(3) of this section.
(F) After the payment of the fee specified in division (N)(2) of section 111.16 of the Revised Code and the filing of any such certificate or certified copy under this section, the secretary of state shall cancel the license of such corporation, make a notation of such cancellation upon the secretary of state's records, and mail to the corporation a certificate of the action so taken.
(G) The mere retirement from business of a foreign corporation without filing a certificate of surrender shall not exempt such corporation from the requirements of filing the reports and paying the fees required by sections 1703.01 to 1703.31 of the Revised Code, or from making reports and paying excise or franchise fees or taxes.
Cite as R.C. § 1703.17
History. Effective Date: 06-06-2001