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Corporate Dissolution Update

The requirements for dissolution of a domestic, for-profit corporation in Ohio have changed.

Effective September 29, 2013, Revised Code section 1701.86(H)(2) will require domestic for-profit corporations to 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 of Taxation 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:

Mail:
Ohio Department of Taxation, Bankruptcy/Dissolution Division, PO Box 182382, Columbus, OH 43218-2382

Email:
Dissolution@tax.state.oh.us

Phone:
(614) 752-6864

Fax:
(614) 995-0164

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