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Client (realtor) just discovered that his S-corporation was terminated 4yrs ago for non-registration. What if anything needs to be done with old tax returns?

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Level 5
 
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Level 12

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



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3 Replies 3
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Level 12
If I remember correctly, just because it was administratively dissolved due to not re-registering does NOT stop the corporation from existing for tax purposes.

Is the client reinstating the corporation?
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Level 8
I found a couple of my Cal corps which had filed 1120 timely had been suspended for not filing Stmt of Info with Sec State.  Very easy to fix, on-line, modest fee, and then all is revived retroactively = no problems
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Highlighted
Level 12

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



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