Fill and Sign the Ohio Dissolution Package to Dissolve Corporation Ohio Form

CORPORATE DISSOLUTION OHIO Electronic Version STATUTORY REFERENCE OHIO REVISED CODE, Title 17, §§ 1701.86 through 1701.90 (General Corporation Law) INTRODUCTORY NOTES AND LAW SUMMARY An Ohio corporation may voluntarily dissolve subject to certain restrictions and guidelines. There are three different ways to dissolve an Ohio corporation. DISSOLUTION BY DIRECTORS The directors (or a Receiver or Trustees in certain circumstances) may adopt a resolution of dissolution in the following cases:  When the corporation has been adjudged bankrupt or has made a general assignment for the benefit of creditors;  By leave of the court, when a receiver has been appointed in a general creditors' suit or in any suit in which the affairs of the corporation are to be wound up;  When substantially all of the assets have been sold at judicial sale or otherwise;  When the articles have been canceled for failure to file annual franchise or excise tax returns or for failure to pay franchise or excise taxes and the corporation has not been reinstated or does not desire to be reinstated; or  When the period of existence of the corporation specified in its articles has expired. When a Resolution of Dissolution is adopted, a Certificate of Dissolution MUST be prepared ON A FORM PRESCRIBED BY THE SECRETARY OF STATE . The Certificate of Dissolution must set forth the following:  The name of the corporation;  A statement that a resolution of dissolution has been adopted;  A statement of the manner of adoption of such resolution, and, in the case of its adoption by the incorporators or directors, a statement of the basis for such adoption;  The place in Ohio where the corporation's principal office is or is to be located;  The names and addresses of its directors and officers, unless the resolution of dissolution is adopted by the incorporators, in which event the names and addresses of the incorporators shall be set forth in the certificate; and  The name and address of the corporation's statutory agent. The Certificate of Dissolution must be signed as follows:  When the resolution of dissolution is adopted by the incorporators or a majority of them, the certificate shall be signed by not less than a majority of them; or  When the resolution is adopted by the directors or by the shareholders, the certificate shall be signed by any authorized officer, unless the officer fails to execute and file such certificate within thirty days after the adoption of the resolution or upon any date specified in the resolution as the date upon which such certificate is to be filed or upon the expiration of any period specified in the resolution as the period within which such certificate is to be filed, whichever is latest, in which event the certificate of dissolution may be signed by any three shareholders and shall set forth a statement that the persons signing the certificate are shareholders and are filing the certificate because of the failure of the officers to do so. A certificate of dissolution, filed with the secretary of state, shall be accompanied by:  An affidavit of one or more of the persons executing the certificate of dissolution or of an officer of the corporation 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;  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;  A receipt, certificate, or other evidence showing the payment of all personal property taxes accruing up to the date of such filing;  A receipt, certificate, or other evidence from the bureau of employment 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; and  A receipt, certificate, or other evidence from the bureau of workers' compensation showing that all premiums 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 premium payments.  PROVIDED, HOWEVER, that, in lieu of the receipt, certificate, or other evidence described above, an affidavit of one or more persons executing the certificate of dissolution or of an officer of the corporation containing a statement of the date upon which the particular department, agency, or authority was advised in writing of the scheduled date of filing of the certificate of dissolution and was advised in writing of the acknowledgment by the corporation of the applicability of the provisions of section 1701.95 of the Revised Code. When the Certificate of Dissolution is filed with the Secretary of State, together with the requisite accompanying documents, the corporation is dissolved. DISSOLUTION BY INCORPORATORS The incorporators, or a majority of them, may adopt, by a writing signed by them, a resolution of dissolution if  An initial stated capital is not recited in the Articles of Incorporation; or  The total initial capital recited in the Articles has not yet been received. When a Resolution of Dissolution is adopted, a Certificate of Dissolution MUST be prepared ON A FORM PRESCRIBED BY THE SECRETARY OF STATE . The Certificate of Dissolution must set forth the following:  The name of the corporation;  A statement that a resolution of dissolution has been adopted;  A statement of the manner of adoption of such resolution, and, in the case of its adoption by the incorporators or directors, a statement of the basis for such adoption;  The place in Ohio where the corporation's principal office is or is to be located;  The names and addresses of its directors and officers, unless the resolution of dissolution is adopted by the incorporators, in which event the names and addresses of the incorporators shall be set forth in the certificate; and  The name and address of the corporation's statutory agent. The Certificate of Dissolution must be signed as follows:  When the resolution of dissolution is adopted by the incorporators or a majority of them, the certificate shall be signed by not less than a majority of them; or  When the resolution is adopted by the directors or by the shareholders, the certificate shall be signed by any authorized officer, unless the officer fails to execute and file such certificate within thirty days after the adoption of the resolution or upon any date specified in the resolution as the date upon which such certificate is to be filed or upon the expiration of any period specified in the resolution as the period within which such certificate is to be filed, whichever is latest, in which event the certificate of dissolution may be signed by any three shareholders and shall set forth a statement that the persons signing the certificate are shareholders and are filing the certificate because of the failure of the officers to do so.  A certificate of dissolution, filed with the secretary of state, shall be accompanied by:  An affidavit of one or more of the persons executing the certificate of dissolution or of an officer of the corporation 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;  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;  A receipt, certificate, or other evidence showing the payment of all personal property taxes accruing up to the date of such filing;  A receipt, certificate, or other evidence from the bureau of employment 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; and  A receipt, certificate, or other evidence from the bureau of workers' compensation showing that all premiums 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 premium payments.  PROVIDED, HOWEVER, that, in lieu of the receipt, certificate, or other evidence described above, an affidavit of one or more persons executing the certificate of dissolution or of an officer of the corporation containing a statement of the date upon which the particular department, agency, or authority was advised in writing of the scheduled date of filing of the certificate of dissolution and was advised in writing of the acknowledgment by the corporation of the applicability of the provisions of section 1701.95 of the Revised Code. When the Certificate of Dissolution is filed with the Secretary of State, together with the requisite accompanying documents, the corporation is dissolved. DISSOLUTION BY SHAREHOLDERS The shareholders, at a meeting held for the purpose of adopting a resolution of dissolution, may adopt a resolution of dissolution by  The affirmative vote of the holders of shares entitling them to exercise two-thirds of the voting power of the corporation on such proposal; or,  The affirmative vote, if the articles provide or permit, of a greater or lesser proportion, though less than a majority, of such voting power, and by such affirmative vote of the holders of shares of any particular class as is required by the articles.  Notice of the meeting of the shareholders that is held for the purpose of adopting a resolution of dissolution must be given to each shareholder, whether or not that shareholder is entitled to vote at such a meeting. When a Resolution of Dissolution is adopted, a Certificate of Dissolution MUST be prepared ON A FORM PRESCRIBED BY THE SECRETARY OF STATE . The Certificate of Dissolution must set forth the following:  The name of the corporation;  A statement that a resolution of dissolution has been adopted;  A statement of the manner of adoption of such resolution, and, in the case of its adoption by the incorporators or directors, a statement of the basis for such adoption;  The place in Ohio where the corporation's principal office is or is to be located;  The names and addresses of its directors and officers, unless the resolution of dissolution is adopted by the incorporators, in which event the names and addresses of the incorporators shall be set forth in the certificate; and  The name and address of the corporation's statutory agent. The Certificate of Dissolution must be signed as follows:  When the resolution of dissolution is adopted by the incorporators or a majority of them, the certificate shall be signed by not less than a majority of them; or  When the resolution is adopted by the directors or by the shareholders, the certificate shall be signed by any authorized officer, unless the officer fails to execute and file such certificate within thirty days after the adoption of the resolution or upon any date specified in the resolution as the date upon which such certificate is to be filed or upon the expiration of any period specified in the resolution as the period within which such certificate is to be filed, whichever is latest, in which event the certificate of dissolution may be signed by any three shareholders and shall set forth a statement that the persons signing the certificate are shareholders and are filing the certificate because of the failure of the officers to do so. A certificate of dissolution, filed with the secretary of state, shall be accompanied by:  An affidavit of one or more of the persons executing the certificate of dissolution or of an officer of the corporation 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;  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;  A receipt, certificate, or other evidence showing the payment of all personal property taxes accruing up to the date of such filing;  A receipt, certificate, or other evidence from the bureau of employment 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; and  A receipt, certificate, or other evidence from the bureau of workers' compensation showing that all premiums 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 premium payments.  PROVIDED, HOWEVER, that, in lieu of the receipt, certificate, or other evidence described above, an affidavit of one or more persons executing the certificate of dissolution or of an officer of the corporation containing a statement of the date upon which the particular department, agency, or authority was advised in writing of the scheduled date of filing of the certificate of dissolution and was advised in writing of the acknowledgment by the corporation of the applicability of the provisions of section 1701.95 of the Revised Code. When the Certificate of Dissolution is filed with the Secretary of State, together with the requisite accompanying documents, the corporation is dissolved. ADDITIONAL INFORMATION: A. When a corporation is dissolved voluntarily, the corporation shall cease to carry on business and shall do only such acts as are required to wind up its affairs. B. Any claim existing or action or proceeding pending by or against the corporation or which would have accrued against it may be prosecuted to judgment, with right of appeal as in other cases, but any proceeding, execution, or process, or the satisfaction or performance of any order, judgment, or decree, may be stayed as provided in section 1701.89 of the Revised Code. C. Any process, notice, or demand against the corporation may be served by delivering a copy to an officer, director, liquidator, or person having charge of its assets or, if no such person can be found, to the statutory agent. D. The directors of the corporation and their survivors or successors shall act as a board of directors in accordance with the regulations and bylaws until the affairs of the corporation are completely wound up. Subject to the orders of courts of this state having jurisdiction over the corporation, the directors shall proceed as speedily as is practicable to a complete winding up of the affairs of the corporation and, to the extent necessary or expedient to that end, shall exercise all the authority of the corporation. Without limiting the generality of such authority, they may fill vacancies, elect officers, carry out contracts of the corporation, make new contracts, borrow money, mortgage or pledge the property of the corporation as security, sell its assets at public or private sale, make conveyances in the corporate name, lease real estate for any term, including ninety-nine years renewable forever, settle or compromise claims in favor of or against the corporation, employ one or more persons as liquidators to wind up the affairs of the corporation with such authority as the directors see fit to grant, cause the title to any of the assets of the corporation to be conveyed to such liquidators for that purpose, apply assets to the payment of obligations, and, after paying or adequately providing for the payment of all known obligations of the corporation, distribute the remainder of the assets either in cash or in kind among the shareholders according to their respective rights and interests. In addition, they may perform all other acts necessary or expedient to the winding up of the affairs of the corporation. E. Without limiting the authority of the directors and subject to division (E) of section 1701.76 of the Revised Code, any action which is authorized or approved at a meeting held for such purpose by the holders of shares entitling them to receive two-thirds of the value of the remaining assets shall be conclusive for all purposes upon all shareholders of the corporation. F. All deeds and other instruments of the corporation shall be in the name of the corporation and shall be executed, acknowledged, and delivered by the officers appointed by the directors. G. At any time during the winding up of its affairs, the corporation by its directors may make application to the court of common pleas of the county in this state in which the principal office of the corporation is located to have the winding up continued under supervision of the court, as provided in section 1701.89 of the Revised Code. STEPS TO DISSOLVE AN OHIO CORPORATION Step 1: SEE FORM 1: CERTIFICATE OF DISSOLUTION BY SHAREHOLDERS, DIRECTORS, OR INCORPORATORS THIS FORM SHOULD BE TYPED OR PRINTED LEGIBLY IN BLACK INK. You can get EXPEDITED service for the payment of an additional $100.00. If you want expedited service, indicate that at the top right side of the Certificate of Dissolution. Otherwise, indicate “NO” in this section. Section One: Type of Filing  Indicate whether the corporation is being dissolved by Shareholders, Directors, or Incorporators. Section Two: General Information  Provide the EXACT name and Charter Number of the corporation.  Provide the name and title of the representative of the corporation who is certifying the information provided in this Certificate.  Provide the effective date of the dissolution. NOTE: This date cannot be more than 90 days after the date of filing.  Provide the City and County of the principal office of the corporation.  Provide the name and address of the statutory agent for the corporation.  If the statutory agent has changed from that listed on the Secretary of State’s records, complete the ACCEPTANCE OF APPOINTMENT. Section Three: Complete this section ONLY if the dissolution is by Shareholders or Directors.  Provide the name and complete street address of each director of the corporation.  Provide the name and complete street address of each officer of the corporation. Section Four: complete this section ONLY if the dissolution is by Shareholders.  Indicate how the resolution to dissolve was adopted.  Provide the requested authorized signature and date. Section Five: Complete this section ONLY if the dissolution is by Directors.  Provide the particular subsection number of §1701.86(D) applicable to the dissolution of the corporation. See §1701.86(D below. § 1701.86(D) The directors may adopt a resolution of dissolution in the following cases: (1) When the corporation has been adjudged bankrupt or has made a general assignment for the benefit of creditors; (2) By leave of the court, when a receiver has been appointed in a general creditors' suit or in any suit in which the affairs of the corporation are to be wound up; (3) When substantially all of the assets have been sold at judicial sale or otherwise; (4) When the articles have been canceled for failure to file annual franchise or excise tax returns or for failure to pay franchise or excise taxes and the corporation has not been reinstated or does not desire to be reinstated; (5) When the period of existence of the corporation specified in its articles has expired  Indicate whether the dissolution was approved at a duly called meeting or in writing by the directors.  Provide the requested authorized signature and date. Section Six: Complete this information ONLY if the dissolution is by the Incorporators.  Provide the name and complete street address of each Incorporator.  Provide the requested authorized signature(s) and date(s). Section Seven: Affidavit in lieu of dissolution. Complete this section and file the various certificates from the below listed government agencies with the Certificate of Dissolution. A corporation that files a Certificate of Dissolution with the Ohio Secretary of State is required to file with that Certificate evidence from certain Ohio governmental agencies that the corporation has paid certain taxes, made certain contributions, or had made provision for those payments or contributions. There are two ways to satisfy this requirement: THE AFFIDAVIT METHOD - In lieu of obtaining the certificates as set out above from the Department of Taxation, the Bureau of Employment Services, the Bureau of Worker's Compensation, and any county treasurer, an Affidavit may be filed. Each of the government agencies listed in the Affidavit MUST be notified of the filing of the Certificate of Dissolution EVEN IF THE CORPORATION IS NOT SUBJECT TO PAYMENTS TO EACH AGENCY. The Affidavit is evidence of the corporation's acknowledgement that its dissolution does not relieve it of the liability for payment of taxes and contributions to any of these agencies. NOTE: When the agencies are notified, they may require the filing of additional forms and the payment of additional fees. THE CERTIFICATE METHOD - The Corporation must obtain the following certificates and file them with the Certificate of dissolution: A. TAX CLEARANCE CERTIFICATE (1) A Tax Clearance Certificate (Ohio Department of Taxation Form D-2) signed by the Tax Commissioner which provides that all franchise, sales, use and highway taxes due through the date of the filing of the Certificate of Dissolution have been paid or that their payment has been guaranteed. (2) In order to receive a Tax Clearance Certificate, the corporation must complete parts I and II of Ohio Department of Taxation Form D-5 (3) Do not file FORM D-5 with the Secretary of State. This form should be filed with: Ohio Department of Taxation Dissolution Section ATTN: Corporate Dissolution Unit Box 182382 Columbus, Ohio 43218-2382 B. A personal property tax release certificate must be obtained from the County Treasurer of EACH county in which the corporation has taxable personal property. If the corporation is required to pay personal property tax to the Treasurer of State, a release must also be obtained from that official. C. A receipt or other release from the Ohio Job and Family Services showing that all of the contributions due from the corporation as an employer to the Unemployment Compensation Fund have been paid, that such payment is guaranteed, or that the corporation is not subject to pay these contributions. The address of the Ohio Bureau of Employment Services is Ohio Job and Family Services 145 S. Front Street Columbus, Ohio 43215 D. A receipt or other release from the Ohio Bureau of Worker's Compensation showing that all of the premiums due from the corporation as an employer to the Worker's Compensation Fund have been paid, that such payment is guaranteed, or that the corporation is not subject to pay these premiums. The address of the Ohio Bureau of Worker's Compensation is Ohio Bureau of Worker's Compensation 246 North High Street Columbus, Ohio 43215 Section Eight: Affidavit of Personal Property.  Complete the Affidavit and have it signed by the authorized representative of the corporation BEFORE A NOTARY PUBLIC. Step 2: Mail the original and one copy of the CERTIFICATE OF DISSOLUTION BY SHAREHOLDERS, DIRECTORS, OR INCORPORATORS along with the $50.00 filing fee and any applicable expedite fee (make check payable to Ohio Secretary of State) to For multiple filings: Secretary of State Business Services Division PO Box 1028 Columbus, OH 43216 For expedited filings: (mark package as EXPEDITE) Secretary of State Business Services Division PO Box 1390 Columbus, OH 43216 For filing via overnight express packages: Secretary of State Business Services Division 30 E. Broad St., 14th Fl Columbus, OH 43215 To obtain and/or confirm the new mailing addresses for specific types of Business Services filings call (614) 466- 3910 Ohio Secretary of State, Business Services Division 30 E. Broad St., 14th Floor Columbus, Ohio 43266-0418 Telephone: 614-466-3910 FAX: 614-466-3899 Toll Free: 1-877-SOS-FILE (1-877-767-3453) Step 3: § 1701.87 Public notice of voluntary dissolution. Following the filing of the certificate of dissolution, the directors or the incorporators, as the case may be, shall forthwith cause a notice of voluntary dissolution to be published once a week on the same day of each week for two successive weeks, in a newspaper published and of general circulation in the county in which the principal office of the corporation was to be or is located, and shall forthwith cause written notice of dissolution to be given either personally or by mail to all known creditors of, and to all known claimants against, the dissolved corporation. FORM 1 CERTIFICATE OF DISSOLUTION BY SHAREHOLDERS, DIRECTORS OR INCORPORATORS Download the form by clicking the link below, or copying the link into the address window of your web browser. http://www.uslegalforms.com/dissolution/OH/OH-Diss.pdf The form is in .pdf format and you will need the free Adobe Acrobat Reader to view the form. In the unlikely circumstance that the Adobe Acrobat Reader is not installed on your computer, you can download it free from http://www.adobe.com/products/acrobat/readstep2.html . The download is quick and easy. Fill out this form, and mail it in as directed. Follow the instructions on the form.