There are certain tax responsibilities that must be followed when closing a business in Ohio. The following is provided to assist you in this process with the various business taxes. Businesses may also have additional obligations that need to be completed with other Ohio governmental agencies
The requirements for dissolution of a domestic, for-profit corporation in Ohio have changed.
Revised Code section 1701.86(H)(2) has been changed, effective September 29, 2013, and requires that domestic for-profit corporations must first obtain a Certificate of Tax Clearance from the Department of Taxation in order to voluntarily dissolve and file a Certificate of Dissolution, Form 561, with the Secretary of State. Domestic for-profit corporations may no longer submit an affidavit in lieu of the Certificate of Tax Clearance.
To obtain the Certificate of Tax Clearance, corporate taxpayers must submit Form D5 “Notification of Dissolution or Surrender” to the Department after all applicable final returns are filed. The Department will then review all business tax accounts associated with the corporation to determine if there are any outstanding tax liabilities or filings. All outstanding tax liabilities or filings need to be filed and/or paid before a Certificate of Tax Clearance will be issued.
For corporations dissolving under Revised Code sections 1702 (nonprofit corporations) or 1703 (foreign corporations), or 1705 (limited liability corporations), the requirements for dissolution have not changed.
For further information, or to submit Form D5:
Ohio Department of Taxation, Taxpayer Services/Tax Release Unit, PO Box 182382, Columbus, OH 43218-2382
In addition to the requirements above, all business entities must close their accounts with the Ohio Department of Taxation to avoid further billing and possible assessment. Please see below for the forms required by the business tax divisions.