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?

[TaxGuyBill]

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?

[Marc-TaxMan]

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

[TaxGuyBill · Accepted solution]

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