Certificate of Dissolution by Shareholders for Profitable Corporations (Ohio)
This form is for Dissolution by Shareholders of a Profitable Corporation in Ohio. The form provided here is simply a basic structure for the actual form you will fill in to dissolve a corporation.
Prescribed by J. Kenneth Blackwell
Please obtain fee amount and mailing instructions from the Forms Inventory List (using the 3 digit form # located at the bottom of this form). To obtain the Forms Inventory List or for assistance, please call Customer Service:
Central Ohio: (614)-466-3910 Toll Free: 1-877-SOS-FILE (1-877-767-3453)
CERTIFICATE OF DISSOLUTION BY SHAREHOLDERS OF
FIRST: ______________________ (Exact Name of Corporation)
_______________ (Charter Number)
_______________ (name), who is ________________ (title) of the above named Ohio corporation, articles of incorporation of which were filed in the office of the Secretary of State on _________________ do hereby certify that:
SECOND: The place where its principal office in Ohio is or is to be located is
______________________________ (city, township, or village), Ohio ___________________ (county)
THIRD: The names and complete street addresses of the DIRECTORS are: (A P.O. Box address cannot be accepted.)
NAME _______________________________
STREET _____________________________
CITY________________________________
STATE _______________
ZIP CODE ____________
NAME _______________________________
STREET _____________________________
CITY________________________________
STATE _______________
ZIP CODE ____________
FOURTH: The names and complete street addresses of the OFFICERS are: (A P.O. Box address cannot be accepted.)
NAME _______________________________
STREET _____________________________
CITY________________________________
STATE _______________
ZIP CODE ____________
NAME _______________________________
STREET _____________________________
CITY________________________________
STATE _______________
ZIP CODE ____________
FIFTH: The name and Ohio address of the statutory agent is
________________________ (name)
________________________ (street and number) (A P.O. Box address cannot be accepted.)
___________________________ (city, village or township), Ohio
____________ (zip code)
NOTE: IF the statutory agent listed in item "FIFTH" has changed or differs from the agent currently appearing on the corporate records in the Secretary of State's office, the named agent must acknowledge and accept the appointment as statutory agent.
ACCEPTANCE OF APPOINTMENT
The undersigned, _______________________, named herein as the statutory agent for the corporation named herein, hereby acknowledges and accepts the appointment as statutory agent for said corporation.
________________________ (Signature of Statutory Agent)
SIXTH: The undersigned have been authorized to execute and file this certificate by a resolution adopted:
(Check one of the following)
___ at a special meeting of the shareholders of said corporation, notice of which was given to all shareholders of every class, whether entitled to vote or not, by the votes cast in person or by proxy by the holders of record of shares entitling them to exercise _____% of the voting power
___ in a writing signed under provisions of Section 1701.54 of the Revised Code by all of the shareholders who would be entitled to a notice of a meeting held for such purpose) declaring that the corporation elects to wind up its affairs and dissolve.
IN WITNESS WHEREOF, the above named officer acting for and on behalf of the corporation have hereunto subscribed his/her name on ____________ (date)
Signature: ________________________ (Authorized Officer)
Name: __________________________
AFFIDAVIT
In lieu of dissolution releases from various governmental authorities (1701.86(H)(6) O.R.C.)
__________________________ (Exact Name of Corporation)
The undersigned, being first duly sworn, declares that on the dates indicated below, each of the named state governmental agencies was advised IN WRITING of the scheduled date of filing of the Certificate of Dissolution and was advised IN WRITING of the acknowledgement by the corporation of the applicability of the provisions of Section 1701.95 of the Ohio Revised Code.
AGENCY
1. Ohio Department of Taxation
Dissolution Section
Box 182382
Columbus, Ohio 43218-2382
DATE NOTIFIED _______________
2. Ohio Bureau of Employment Services
Status & Liability Section
145 S. Front St.
Columbus, Ohio 43215
DATE NOTIFIED _______________
3. The treasurer of any County named below:
___________________________
___________________________
___________________________
DATE NOTIFIED _______________
4. Ohio Bureau of Workers' Compensation
246 North High Street
Columbus, Ohio 43215
DATE NOTIFIED _______________
(Note: This affidavit must be signed by one or more persons executing the certificate of dissolution or by an officer of the corporation.)
By ___________________________
Name: _________________________
Title: __________________________
Address: _______________________
City: __________________________
State: ___________
Zip: ____________
Sworn before me and subscribed in my presence on ____________ (date)
____________________________ (Notary Public)
(Notary Seal)
Commission expires ________________ (date)
AFFIDAVIT OF PERSONAL PROPERTY
STATE OF OHIO
COUNTY OF ___________________ :SS
__________________________, being first duly sworn, deposes and says that she/he is of ____________________, that this affidavit is made in compliance with section _______ (Section #) of the Ohio Revised Code;
That said corporation has: (choose A. or B.)
___ A. has no personal property in any county in the State of Ohio:
___ B. personal property only in the following county(ies)
__________________________,
__________________________,
and that the net assets of said corporation are sufficient to pay all personal property taxes accrued to date.
Signature: _______________________________
Name: __________________________________
Sworn before me and subscribed in my presence on ____________ (date)
____________________________ (Notary Public)
(Notary Seal)
Commission expires ________________ (date)
(Section #)
NOTIFICATION OF DISSOLUTION OR SURRENDER
See INSTRUCTIONS before completing. Please return this completed Form No. D-5 to the addresses indicated, above.
Part I - General information to be completed by all corporate taxpayers.
Part II - To be completed by those taxpayers who intend to use the "Certificate Method" to dissolve its corporation's Ohio charter or surrender its Ohio license through the Ohio Secretary of State (see INSTRUCTIONS).
Part III - To be completed by those taxpayers who intend to use the "Affidavit Method" to dissolve its corporation's Ohio charter or surrender its Ohio license through the Ohio Secretary of State. (see INSTRUCTIONS).
Part I. GENERAL INFORMATION:
Name of corporation ______________________ (As Recorded with THE OHIO SECRETARY OF STATE)
Address _________________________
Date of incorporation or qualification _______________
Ohio Charter (License) No ________________________
Ohio Franchise Tax I.D. No. ______________________
State of incorporation ____________________________
Type of corporation:
(PLEASE CHECK ONE)
___ For profit
___ Not for profit
___Cooperative (Under Chapter 1729, O.R.C.)
FEDERAL INDENTIFICATION NO. _____________________________
Location of accounting records __________________________
Name ________________________
Address ______________________
Telephone number ____________________________ of person to whom inquiries may be made
Date Ohio business activity ceased or will cease ____________________
Date stock retired or will be retired ____________________ (If foreign corporation which will continue existence, indicate N/A)
Type of business activity and product sold _________________________
Date last personal property tax return was filed ___________ (Year) in ___________________ (County)
Ohio Corporation franchise taxes have been filed and paid through _______________ (Year)
Was a combined franchise tax report filed for any tax year after 1971? ___ Yes ___ No
If yes, list parent corporation's name ________________________,
Ohio Charter No. _______________________,
and Ohio Franchise Tax I.D. No. _________________________
Ohio employer withholding tax returns have been filed through ____________ (mm/yyyy)
If none filed, explain __________________________
List all sales or use tax account numbers (vendors license, seller's use, consumer's use, direct pay, highway use) ________________
________________
Address of all business locations in Ohio
_______________________
_______________________
Name and address of successor corporation (if any)
_______________________
_______________________
Part II. APPLICATION FOR CERTIFICATE OF PAYMENT OF OHIO TAXES FOR DISSOLUTION OR SURRENDER
To be completed by taxpayers choosing the Certificate Method. (see Instructions)
Please forward a tax status certificate (Form No. D-2) so that the above corporation may dissolve its charter or surrender its Ohio license.
Mail certificate to: ___________________________
Part III. NOTIFICATION OF DISSOLUTION OR SURRENDER
To be completed by taxpayers choosing the Affidavit Method. (see Instructions)
A. This is to inform the Ohio Department of Taxation that this taxpayer corporation intends to file an affidavit along with its certificate of dissolution or surrender with the Ohio Secretary of State to (check number 1 or 2)
___ 1. dissolve its charter [applies to domestic corporations only (incorporated In Ohio)] as of _____________ and hereby acknowledges (check a or b):
___ a. the applicability of the provisions of Section 1701.95 if the Ohio Revised Code (applies to domestic for profit corporations and those nonprofit corporations organized under Chapter 1729. of the Ohio Revised Code)
___ b. the applicability of the provisions of Section 1702.55 of the Ohio Revised Code (applies to domestic nonprofit corporations, other than two organized under Chapter 1729. of the Ohio Revised Code)
___ 2. surrender its license [applies to foreign corporations only (incorporated In a state other than Ohio)] on ______________ and hereby acknowledges that the surrender of its license to transact business in Ohio does not relieve it of liability, if any, for payment of the taxes described in divisions (C) (1) and (2) of Section 1703.17 of the Ohio Revised Code.
B. Please provide the following information:
1. Director's Names, Social Security Numbers and Addresses (or Trustees' Names and Addresses if a domestic nonprofit corporation not organized under Chapter 1729. of the Ohio Revised Code). (attach additional list if necessary)
Name _____________________________
Social Security No. __________________
Home Address ______________________
2. Officer's Names, Social Security Numbers and Addresses. (attach additional list if necessary)
Officer's Name _____________________________
Social Security No. __________________
Home Address ______________________
___________________________________ (signature and title of person making application or notification)
____________________ (date)