TaxGuyBill
Level 15
12-06-2019
08:14 PM
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From a PLR with a situation that sounds similar to this one:
Based solely on the facts submitted and the representations made, we conclude that provided that X qualified as a small business corporation under § 1361(b) prior to the administrative dissolution under state law:
1) X’s status as an S corporation is not terminated by reason of its administrative dissolution under the laws of State;
2) X is not required to make a new election under § 1362(a);
3) The administrative dissolution and subsequent reincorporation of X under state law did not, by itself, result in a distribution or transfer of property for purposes of sections 301 (a), 311(a)(2), 331(a), 336(a), or 351;
4) X’s administrative dissolution and subsequent reincorporation does not affect its
shareholders’ basis and holding periods in X stock; and
5) X may use the employer identification number assigned to it prior to its administrative dissolution and is, therefore, not required to apply for the assignment of a new employer identification number following its reincorporation.
https://www.irs.gov/pub/irs-wd/1237001.pdf
