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How Do I do an F-Reorganization when moving an S-Corp to a

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new state? We have a Kansas...
How Do I do an F-Reorganization when moving an S-Corp to a new state?

We have a Kansas S-Corp with my wife and I as officers and me as the only employee. We just moved from Kansas to Colorado and no longer have a presence in Kansas. I'd like to establish a new S-Corp in Colorado with the same name and merge them so I can keep everything the same, including the EIN and the financial books. I know how to set up the S-Corp with the Colorado SOS but I'm unsure about the F-Reorganization. Is this something I need an attorney to handle or can I do it? Is there a standard form to file an F-Reorganization, essentially just for a location change?

Also, to preserve the existing EIN and books, do I merge the Colorado S-Corp into the Kansas S-Corp or the Kansas S-Corp into the Colorado S-Corp?

I do understand that I will still have to file papers with the appropriate taxing entities in Kansas letting them know we're not doing business there anymore.
Submitted: 6 years ago.Category: Business Law
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6/1/2011
Business Lawyer: Thomas McJD, Attorney replied 6 years ago
Thomas McJD
Thomas McJD, Attorney
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Hello, I will be happy to assist you. After receiving your answer, and unless you have need for clarification, your accept (by clicking the green "accept" button) would be appreciated. Although you have made a deposit, I cannot receive credit for my work without your accept.

 

Yes, you file articles of organization in your new state to create the new corporation. You then file a certificate of merger so that your new entity is the surviving corporation and will keep the old EIN. You shouldn't need to file a Form 2553 to elect S-corporation tax treatment since your other corporation merging into the new one has already made that election.

 

You will submit the articles and merger documents to the IRS with the first tax return for the new corporation in the new state.

 

This short article is actually pretty helpful. I think you should take a look at it.

 

http://www.ehow.com/how_7264850_change-state-incorporation.html

 

I would highly recommend that you use an attorney. If you don't get it right it could be deemed a liquidation of your old corporation with severe tax consequences for you.

 

 

I believe I have answered your question. As noted above, please let me know if you need clarification, and if not your accept would be appreciated. If you are a monthly subscriber, you must still click the "accept" button for me to receive credit for my work, but you will not be charged an additional fee.

 

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Business Lawyer: Thomas McJD, Attorney replied 6 years ago
Please let me know if you need clarification.
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Customer reply replied 6 years ago
OK. Also, you said "You will submit the articles and merger documents to the IRS with the first tax return for the new corporation in the new state." I assume that using this method, only the new entity would need to file a federal tax return, correct?

I understand that state returns would need to be handlesd in both states.
Business Lawyer: Thomas McJD, Attorney replied 6 years ago

Yes, only the new entity would file a tax return after the merger is completed.

 

 

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