C corp dissolution

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  • solomon
    Senior Member
    • Aug 2006
    • 1012

    #1

    C corp dissolution

    Person recently form C corp. No activitity in it - no cash, no nothing. Now he desires to dissolve it. I assume no federal tax ramifications but would he be required to file a 1120 or 1120A with no income or expenses for the 3 months in existence? Thanks.
  • Uncle Sam
    Senior Member
    • Jul 2006
    • 1462

    #2
    C Corp Dissolution

    Yes, you need to file a corporation return for the months you were in business.
    But more importantly, you should file Form 966, prepare corporate minutes of notice to dissolve corporation, corporate resolution, and waiver of notification to shareholders to dissolve, AND, do the necessary steps required by the state the corporation is in. It's the state that granted the corporation the charter, so it's the state that actually dissolves the corporation officially.
    Uncle Sam, CPA, EA. ARA, NTPI Fellow

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    • solomon
      Senior Member
      • Aug 2006
      • 1012

      #3
      Thanks. Seems like it would be easier to let it exist and just go ahead and file an annual 1120A with no income or expenses - and not assets.

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      • Roland Slugg
        Senior Member
        • Aug 2006
        • 1860

        #4
        Perhaps not

        Solomon, before you prepare that return, see Regs ยง1.6012-2(a)(2).
        Roland Slugg
        "I do what I can."

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        • solomon
          Senior Member
          • Aug 2006
          • 1012

          #5
          Thanks Roland - will do. In reading that Reg. what does if corporation did not "perfect its organization" mean. He certainly transacted no business. Regarding presenting facts to the Director that may relieve him from filing a 1120, does the filing of Form 966 suffice for "presenting the facts"? I gather "perfecting" means recording with the state?
          Last edited by solomon; 09-02-2006, 03:31 PM.

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