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Richard
Richard, Attorney
Category: Business Law
Satisfied Customers: 54708
Experience:  32 years of experience practicing law and a businessman.
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Can you please help me? I have been a CPA 40 years but never

Customer Question

Can you please help me? I have been a CPA for almost 40 years but never ran across this before. I filed the forms to change my C corp to a S corp. I received my reply, no problem, but now they say my corp has been dissolved because forms were not filed on the original corp. I was told that I have to file a Certificate of Dissolution on both corporations and then file papers to form a new corporation and p-ay the fees. This doesn't sound right. Please help me.
Submitted: 1 year ago.
Category: Business Law
Expert:  Richard replied 1 year ago.

Good afternoon. My name is ***** ***** I look forward to helping you.

Can you explain more specifically what you filed and with whom? Also, from what governmental entity did you receive notice that your corporation had been dissolved? Thanks.

Customer: replied 1 year ago.
I filed a Form 2553 with the Internal Revenue Service. We received a reply to this with a new FEIN. The governmental entity that called my client and informed him that the Franchise Tax (state) had not been filed and the corporation would be dissolved if not filed immediately was the Oklahoma Secretary of State . The client then called me and I, in turn, called the Secretary of State's office. When I explained everything they said it was too late, the corporation was no more. They then told me what I explained in my question.
Expert:  Richard replied 1 year ago.

Thanks for following up. Can you tell me the dates when this all happened? Thanks.

Customer: replied 1 year ago.
Richard,
This is unreal. My office flooded and destroyed all my copies. My client says he can not find his copies. I only had one copy so now I don't have any. Of course, I do not have another copy and I can't remember the dates except the Oklahoma Secretary of State's call and my phone call to them was last week. I hope we can do this without these dates.
Expert:  Richard replied 1 year ago.

Thanks for following up. Here's the thing. The S Election is a tam matter and totally separate and distinct from the entity itself under state law. The charter was forfeited due to the failure to pay the franchise taxes. BUT, as long as this didn't happen to long ago, you should be able to reinstate the corporation under Oklahoma law. You do this by submitting a completed Oklahoma Certificate of Renewal, Revival, Extension and Restoration with the $50 filing fee by mail or in person to the Oklahoma Secretary of State. An Oklahoma corporation may be reinstated for up to three years after it was involuntarily dissolved. You can find the form at the following link: https://www.sos.ok.gov/forms/FM0027.PDF

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