NC S Corp Dissolution

[erchess]

An S Corp which has existed for if memory serves four years, and for which I have been the only tax adviser may elect to dissolve. It also may not. I won't get into the dynamics among the owners but I am looking ahead to what if they decide they want to dissolve in 2010.

There are four owners of record. One is in PA and I have nothing to do with his individual return but the other three are in NC and I prepare their individual returns.

The company actually had one year when it generated revenue but it still lost money. The other years it had expenses but not revenue.

I know that if we want to dissolve there is a form to file with the NC Secretary of State. I think it can be filed online. I know that for any year during which it exists for even one day Federal and State Tax Returns have to be filed.

Now I will look the issue up in TTB, read the Federal Pubs cited therein, and find the relevant NC Pubs. Is there anything else I should study before I proceed?

[ChEAr$]

An S Corp which has existed for if memory serves four years, and for which I have been the only tax adviser may elect to dissolve. It also may not. I won't get into the dynamics among the owners but I am looking ahead to what if they decide they want to dissolve in 2010.

There are four owners of record. One is in PA and I have nothing to do with his individual return but the other three are in NC and I prepare their individual returns.

The company actually had one year when it generated revenue but it still lost money. The other years it had expenses but not revenue.

I know that if we want to dissolve there is a form to file with the NC Secretary of State. I think it can be filed online. I know that for any year during which it exists for even one day Federal and State Tax Returns have to be filed.

Now I will look the issue up in TTB, read the Federal Pubs cited therein, and find the relevant NC Pubs. Is there anything else I should study before I proceed?

Right. Don't you do anything unless and until you have in your hands a copy of the
resolution of a meeting of stockholders (not board of directors!) affirming said disillusionment and authorizing a dissolution.

[erchess]

What if Vote is not unanimous?

When the decision is made to dissolve Mom (30%) and her two sons (20% ea.) will vote together. If the outsider (30%) is opposed to the dissolution does that matter?

[ChEAr$]

When the decision is made to dissolve Mom (30%) and her two sons (20% ea.) will vote together. If the outsider (30%) is opposed to the dissolution does that matter?

Nope. It's vote of majority of shareholders that counts.
Of course run this by an attorney for compliance with state law.