Tax Rules: Final: 5703-1
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 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.
Effective: 3-25-90
Promulgated under: 5703.14
Amplifies: 1701.86, 1702.47, 1703.17, 1729.27
Prior effective dates: 12-31-75, 12-11-89 (Emer.)