\
  The most prestigious law school admissions discussion board in the world.
BackRefresh Options Favorite

Corporate/tax question ITT. Can anyone help me?

Friend/client (GA) has an S-corp that he bought from his dad...
michael doodikoff
  07/28/20
Forward triangle merger /thread Actually I don't know.
[_____Sign Here____]
  07/28/20
You need to set up a blocker and do a 338(h)(10) election
.,.,...,.,.,.,.,.,.,.,.,.,,,,,...,,....
  07/28/20
lolwut
buttpenis
  07/28/20
Just make sure to check the box so you get the step up in ba...
.,.,...,.,.,.,.,.,.,.,.,.,,,,,...,,....
  07/28/20
...
The Miserable, Painful August that Sucked
  07/31/20
Not understanding why he needs to be married to the same EIN...
,,,....,,,,,,,;';',,,,,,.,.,,,,,
  07/28/20
I think he thinks is will be a giant pain in the ass, unless...
michael doodikoff
  07/28/20
Call the SoS and ask if they even care about his EIN. Pretty...
,,,....,,,,,,,;';',,,,,,.,.,,,,,
  07/28/20
SOS doesn’t care about the EIN. You don’t have t...
michael doodikoff
  07/28/20
Have you had any luck calling the IRS. I know that the hold ...
mutated mutandis
  07/28/20
Was he paying the annual fee all these years?
baseball
  07/28/20
Try calling dept of state and see if they'll restore it. ...
LathamTouchedMe
  07/28/20
interesting. thanks man
michael doodikoff
  07/28/20
usually they make you pay a super high re-registration fee. ...
I am thinking of aurochs and angels
  07/28/20
So his S Corp liquidated 10 years ago? Does he have to treat...
'""''"""'''""
  07/28/20
This. Would worry more about this than a ministerial EIN.
.;,;;...;;,;;,,,.,..,.,;;,.,.,.,.;,.,.,;,.,.,;,.,.
  07/28/20
don't know. He has been carrying on business ever since, and...
michael doodikoff
  07/31/20
Aren’t you his lawyer? Shouldn’t you know this?
'""''"""'''""
  07/31/20
he just called me out of the blue to find out what to do. I'...
michael doodikoff
  07/31/20
does this sound about right? Sounds to me like this IRS ruli...
michael doodikoff
  07/31/20
Makes sense
The Miserable, Painful August that Sucked
  07/31/20
you are exactly the person whose approval I was looking for ...
michael doodikoff
  07/31/20
🥰
The Miserable, Painful August that Sucked
  08/01/20
Holy shit, our tax system is basically like the Vancouver su...
ptbarnum
  07/31/20
ITT: low IQ for corporate monkeys trying to pass as tax MFEs
;;;..;....;......,,,
  07/31/20
...
baseball
  08/01/20


Poast new message in this thread



Reply Favorite

Date: July 28th, 2020 12:50 PM
Author: michael doodikoff

Friend/client (GA) has an S-corp that he bought from his dad 15 years ago. About 10 years ago, he forgot to file his annual report with the secretary of state, and it was administratively dissolved. He had no idea and has been paying taxes ever since, and using the same EIN.

He recently discovered his mistake. In GA, you can reinstate an administratively dissolved company within 5 years, but after that I think you can just reapply for a new corp under the same name (since the name is available after 5 years).

His problem is his EIN - he has tons of stuff using the EIN, bank loans, accounts, and a bunch of Medicare stuff since it is a medical office.

He wants to not have to get a different EIN. I think that the IRS requires a new EIN for a new entity.

Do any of you know any workarounds so that he can keep his old EIN but register a new company under the exact same name?

(http://www.autoadmit.com/thread.php?thread_id=4593197&forum_id=2#40672028)



Reply Favorite

Date: July 28th, 2020 1:25 PM
Author: [_____Sign Here____] (CiCiFrate // bump or post is not an endorsement)

Forward triangle merger /thread

Actually I don't know.

(http://www.autoadmit.com/thread.php?thread_id=4593197&forum_id=2#40672187)



Reply Favorite

Date: July 28th, 2020 1:51 PM
Author: .,.,...,.,.,.,.,.,.,.,.,.,,,,,...,,....


You need to set up a blocker and do a 338(h)(10) election

(http://www.autoadmit.com/thread.php?thread_id=4593197&forum_id=2#40672329)



Reply Favorite

Date: July 28th, 2020 2:01 PM
Author: buttpenis

lolwut

(http://www.autoadmit.com/thread.php?thread_id=4593197&forum_id=2#40672392)



Reply Favorite

Date: July 28th, 2020 2:27 PM
Author: .,.,...,.,.,.,.,.,.,.,.,.,,,,,...,,....


Just make sure to check the box so you get the step up in basis

(http://www.autoadmit.com/thread.php?thread_id=4593197&forum_id=2#40672576)



Reply Favorite

Date: July 31st, 2020 3:57 PM
Author: The Miserable, Painful August that Sucked



(http://www.autoadmit.com/thread.php?thread_id=4593197&forum_id=2#40688874)



Reply Favorite

Date: July 28th, 2020 1:59 PM
Author: ,,,....,,,,,,,;';',,,,,,.,.,,,,,


Not understanding why he needs to be married to the same EIN. My last bank went out of good standing on like 3,000 entities and we had this same problem. We requalified with each SoS and filed all the missing annual returns and franchise taxe payments where applicable and got new EINs where we had to. Did this for 3,000 entities and like 9,000 foreign qualifications and it cost over a million bucks to remedy this but we had to do it as part of a Federal Reserve MRA.

(http://www.autoadmit.com/thread.php?thread_id=4593197&forum_id=2#40672380)



Reply Favorite

Date: July 28th, 2020 2:23 PM
Author: michael doodikoff

I think he thinks is will be a giant pain in the ass, unless there’s some work around

(http://www.autoadmit.com/thread.php?thread_id=4593197&forum_id=2#40672559)



Reply Favorite

Date: July 28th, 2020 2:00 PM
Author: ,,,....,,,,,,,;';',,,,,,.,.,,,,,


Call the SoS and ask if they even care about his EIN. Pretty sure you can register a NY S-Corp with the NY SoS and they never even ask for an EIN.

(http://www.autoadmit.com/thread.php?thread_id=4593197&forum_id=2#40672390)



Reply Favorite

Date: July 28th, 2020 2:22 PM
Author: michael doodikoff

SOS doesn’t care about the EIN. You don’t have to provide that to them outside of your annual report I think.

I’m more worried about the IRS and his Medicare contracts

(http://www.autoadmit.com/thread.php?thread_id=4593197&forum_id=2#40672545)



Reply Favorite

Date: July 28th, 2020 2:24 PM
Author: mutated mutandis

Have you had any luck calling the IRS. I know that the hold times can usually be a bitch, but I have found them to be helpful with stuff like this.

(http://www.autoadmit.com/thread.php?thread_id=4593197&forum_id=2#40672563)



Reply Favorite

Date: July 28th, 2020 2:40 PM
Author: baseball

Was he paying the annual fee all these years?

(http://www.autoadmit.com/thread.php?thread_id=4593197&forum_id=2#40672648)



Reply Favorite

Date: July 28th, 2020 2:41 PM
Author: LathamTouchedMe

Try calling dept of state and see if they'll restore it.

Also, if GA is allowing you to create the entity with the same exact name, then I would argue that it's not a new entity for purposes of IRS. I worked on a project dissolving a bunch of entities a few years back and I remember IRS opinions that state administrative dissolution in the view of the IRS was not dissolution of the entity for irs tax purposes. It also worked in reverse so that if we filed a plan to dissolve an entity with the IRS, it didn't necessarily mean that we had to have dissolved the entity with the department state prior to filing the plan with the IRS.

(http://www.autoadmit.com/thread.php?thread_id=4593197&forum_id=2#40672653)



Reply Favorite

Date: July 28th, 2020 3:02 PM
Author: michael doodikoff

interesting. thanks man

(http://www.autoadmit.com/thread.php?thread_id=4593197&forum_id=2#40672785)



Reply Favorite

Date: July 28th, 2020 3:07 PM
Author: I am thinking of aurochs and angels

usually they make you pay a super high re-registration fee.

why does he care about the ein number so badly? big deal using new numbers. start a new company, articles of inc, listing of shares etc. for like $75 versus $500 in late fees.

(http://www.autoadmit.com/thread.php?thread_id=4593197&forum_id=2#40672814)



Reply Favorite

Date: July 28th, 2020 3:07 PM
Author: '""''"""'''""

So his S Corp liquidated 10 years ago? Does he have to treat that as a taxable liquidation for tax purposes and does he now have 10 years worth of incorrect tax returns and underpaid employment taxes?

(http://www.autoadmit.com/thread.php?thread_id=4593197&forum_id=2#40672816)



Reply Favorite

Date: July 28th, 2020 8:25 PM
Author: .;,;;...;;,;;,,,.,..,.,;;,.,.,.,.;,.,.,;,.,.,;,.,.


This. Would worry more about this than a ministerial EIN.

(http://www.autoadmit.com/thread.php?thread_id=4593197&forum_id=2#40674619)



Reply Favorite

Date: July 31st, 2020 3:35 PM
Author: michael doodikoff

don't know. He has been carrying on business ever since, and I believe he has paid federal taxes this entire time, as usual.

No idea what he has been doing about state taxes but I assume they are paid too

(http://www.autoadmit.com/thread.php?thread_id=4593197&forum_id=2#40688770)



Reply Favorite

Date: July 31st, 2020 4:24 PM
Author: '""''"""'''""

Aren’t you his lawyer? Shouldn’t you know this?

(http://www.autoadmit.com/thread.php?thread_id=4593197&forum_id=2#40689007)



Reply Favorite

Date: July 31st, 2020 4:41 PM
Author: michael doodikoff

he just called me out of the blue to find out what to do. I've never dealt with them on this any more than a phone call, and I'm now researching it

(http://www.autoadmit.com/thread.php?thread_id=4593197&forum_id=2#40689078)



Reply Favorite

Date: July 31st, 2020 3:32 PM
Author: michael doodikoff

does this sound about right? Sounds to me like this IRS ruling says that the status as an S Corp continues even if the state entity is dissolved. I'm taking it that I can reapply for the state entity and still use the old EIN, because it is still a valid S Corp to the IRS as it has been continuing to do its corporate business. Can someone who knows tax stuff please confirm me here?

https://www.irs.gov/pub/irs-wd/1237001.pdf

Summary from https://www.mondaq.com/unitedstates/corporate-tax/198708/irs-rules-that-s-corporation-not-terminated-by-state-administrative-dissolution

The IRS ruled, in part, that:

Corporation X's status as an S corporation for U.S. federal income tax purposes was not terminated by its dissolution under state law, and thus Corporation X was not required to make a new S corporation election;

Corporation X's administrative dissolution did not result in a distribution or transfer of property by Corporation X to its shareholders upon dissolution, and did not result in a contribution of property by its shareholders to Corporation X upon reincorporation; and

Corporation X may continue to use its original employer identification number (EIN) and is not required to obtain a new EIN for the newly incorporated entity.

The IRS based its ruling on case law and reasoned that an organization's status as a corporation for federal income tax purposes is a matter of federal law, not state law. An organization without a valid corporate charter can continue to be an association taxed as a corporation for federal purposes as long as it continues to do business in a corporate manner. Thus, the IRS disregarded Corporation X's dissolution and subsequent reincorporation, and allowed it to continue as an S corporation without interruption.

(http://www.autoadmit.com/thread.php?thread_id=4593197&forum_id=2#40688751)



Reply Favorite

Date: July 31st, 2020 3:58 PM
Author: The Miserable, Painful August that Sucked

Makes sense

(http://www.autoadmit.com/thread.php?thread_id=4593197&forum_id=2#40688879)



Reply Favorite

Date: July 31st, 2020 4:42 PM
Author: michael doodikoff

you are exactly the person whose approval I was looking for here. THanks man

(http://www.autoadmit.com/thread.php?thread_id=4593197&forum_id=2#40689080)



Reply Favorite

Date: August 1st, 2020 6:41 AM
Author: The Miserable, Painful August that Sucked

🥰

(http://www.autoadmit.com/thread.php?thread_id=4593197&forum_id=2#40691156)



Reply Favorite

Date: July 31st, 2020 4:44 PM
Author: ptbarnum

Holy shit, our tax system is basically like the Vancouver subway. Honor system.

(http://www.autoadmit.com/thread.php?thread_id=4593197&forum_id=2#40689090)



Reply Favorite

Date: July 31st, 2020 4:55 PM
Author: ;;;..;....;......,,,

ITT: low IQ for corporate monkeys trying to pass as tax MFEs

(http://www.autoadmit.com/thread.php?thread_id=4593197&forum_id=2#40689138)



Reply Favorite

Date: August 1st, 2020 3:39 AM
Author: baseball



(http://www.autoadmit.com/thread.php?thread_id=4593197&forum_id=2#40691059)