I am a NJ CPA who represents a C corporation which is owned 34% by the estate of a decedent and 33% each by two of her nephews who are her executors. The corp has been in existence since 1962 and owns a NJ property with a restaurant on it which they forced out the tenant back in December for substantial unpaid rent. Their balance sheet shows 23k of depreciable assets, 658k of land and has an NOL of nearly 200k both in Fed and NJ. There is a small restaurant next door, the owner of which has become a good friend of mine since the death of the 34% owner on 4/9/13 whose estate is in excess of 20 million. He is very anxious to buy this property since his is too small for parties and this is much larger. However, I have tried strenuously to have him purchase the corporation despite having little depreciable assets left since the NOL would act in a very similar way to depreciation. But of course, his advisors argued against it and my clients are very anxious to unload the property ASAP. MY QUESTION: I believe he has now accepted the concept of buying the corporation but having done many liquidations in New Jersey I know that the State takes some time (now-amazingly in about 3-4 months) to issue a tax clearance certificate to a liquidating corporation. IN our case, we never had any payroll or sales taxes and only corp taxes our entire existence and are up to date in that. CAN A CONTRACT BE DRAWN AND EXECUTED WITH VERBIAGE THAT THE SALE IS BEING MADE "IN CONTEMPLATION" of liquidation? Naturally, the sellers, both the estate and the executors possess very substantial assets and would indemnify the buyer for any corporate issues-like audit-for any period preceding the sale. In approaching the State of New Jersey-their dissolution dept. would not even begin to answer the question and I need an answer -YESTERDAY!!! ELLIOTT D. xxxxxx
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