Hello,

I'm hoping to get some clarification about a client S-Corp merger. Here are the details and questions. I would appreciate any advice and guidance I can get. Thank you in advance.

Until about June of last year, my client had a S-Corp in California. Then he decided to take it out of California and move it to Nevada. What he did was he formed a Nevada corporation and then merged the existing California corporation into the new Nevada corporation. For the purposes of California Secretary of State, the old CA corporation is "merged out" and does not exist as a California entity. The company now has a new name and new address in Nevada, but according to their lawyer who put the merger together, they retained the old EIN number to use for tax purposes. The lawyer's advice to my client was to have the 1120-S "name change" and "address change" boxes checked. Does this sound right?  My reservations are because the corporation now has a new state of jurisdiction and new date of incorporation. In addition, it does not look like they filed Form 2553 (S-Corp election) for the new corporation, and my understanding tells me that this should have been done before the merger...? For TY 2022, is this a C Corp for tax purposes? And, if we use the existing EIN as the lawyer suggested, will this raise a flag, or do I continue to file 1120-S return (per lawyer's recommendation) and file the election with the return (if needed)?