Business Law

Ask a Business Lawyer. Get Business Law Questions Answered ASAP.

Ask a Lawyer,
Get an Answer ASAP!

Business Law
This answer was rated:

I filed for an S corp in NV in 1997 and got a employer ID number

from the IRS. I never...
I filed for an S corp in NV in 1997 and got a employer ID number from the IRS. I never started the business I intended as the funds to start it never materialized from a backer. I dissolved the corp a few yrs later (kept looking for backers but couldn't replace the original source of funding).

I have never filed a tax return for this corp (the business never had any income or employees). Its been a long time and I have never rec'd any request from the IRS for a tax return for this corp.
I am now thinking of incorporating again and wonder if I need to do anything regarding the old corp with the IRS before incorporating again and requesting a new EIN.
Show More
Show Less
Ask Your Own Business Law Question
Answered in 43 minutes by:
3/1/2012
WiseOwl58
WiseOwl58, Attorney
Category: Business Law
Satisfied Customers: 4,061
Experience: Senior Associate at White & Case LLP
Verified
In terms of starting a new corporation in Nevada, it would have no relationship to the old corporation that you discussed, other than a common shareholder--you--a fact that is irrelevant.

So, in respect of the new corporation, you can go ahead and set that up and list yourself as officers and director as you wish.

In terms of the old corporation, since it is dissolved, you don't have to do anything further with the Nevada Secretary of State, but for correctness, technically you should file the tax returns for the years that the old corporation was in existence. There is no real time urgency on it, as I have said, since the issue is completely unrelated to the new corporation that you are forming. However, technically tax returns should be filed, at least for the last year as a final return for starters.

Good luck to you in your new business venture. Please press the green ACCEPT button. Thank you.
Ask Your Own Business Law Question
Customer reply replied 5 years ago

Just to clarify- re: the old corp- I should file tax returns showing zero income for all the years it was in existence? Are you aware of any penalty for not filing these returns or is there only a penalty if there was some income to report. Thx.

Well, we can't give specific tax advice here. What I can tell you is that the law requires you to file a return timely for each year that the S-corp was in existence.

The IRS can charge a penalty for late filing, which is based on the number of shareholders times $195 per month. The IRS can charge that penalty for up to 12 months.

Sometimes the IRS will abate the penalty if the S-corp can show that there is a reasonable cause for not having filed the returns.

 

There are pro­ce­dures to address these penal­ties assum­ing the entity is domes­tic, has a small num­ber of part­ners or share­hold­ers, and the indi­vid­u­als in ques­tion are nat­ural per­sons who have reported all their income from the busi­ness with timely filed tax returns.

 

Since there was zero income, all of the income would have been reported on your personal tax return.

 

We can't advise you what to do. However, if the IRS has not come after you for penalty, there is a saying, "Let sleeping dogs lie."

 

The decision is ultimately yours. However, as I wrote to you earlier, the status of the old S-corp will have no bearing on your ability to incorporate a new S-corp and get an EIN for it. So, this issue may be entirely irrelevant to getting your new business going.

 

Good luck to you. Please press the green ACCEPT button. Thanks.

WiseOwl58
WiseOwl58, Attorney
Category: Business Law
Satisfied Customers: 4,061
Experience: Senior Associate at White & Case LLP
Verified
WiseOwl58 and 87 other Business Law Specialists are ready to help you
Ask your own question now
Ask WiseOwl58 Your Own Question
WiseOwl58
WiseOwl58
WiseOwl58, Attorney
Category: Business Law
Satisfied Customers: 4,061
4,061 Satisfied Customers
Experience: Senior Associate at White & Case LLP

WiseOwl58 is online now

A new question is answered every 9 seconds

How JustAnswer works:

  • Ask an ExpertExperts are full of valuable knowledge and are ready to help with any question. Credentials confirmed by a Fortune 500 verification firm.
  • Get a Professional AnswerVia email, text message, or notification as you wait on our site. Ask follow up questions if you need to.
  • 100% Satisfaction GuaranteeRate the answer you receive.

JustAnswer in the News:

Ask-a-doc Web sites: If you've got a quick question, you can try to get an answer from sites that say they have various specialists on hand to give quick answers... Justanswer.com.
JustAnswer.com...has seen a spike since October in legal questions from readers about layoffs, unemployment and severance.
Web sites like justanswer.com/legal
...leave nothing to chance.
Traffic on JustAnswer rose 14 percent...and had nearly 400,000 page views in 30 days...inquiries related to stress, high blood pressure, drinking and heart pain jumped 33 percent.
Tory Johnson, GMA Workplace Contributor, discusses work-from-home jobs, such as JustAnswer in which verified Experts answer people’s questions.
I will tell you that...the things you have to go through to be an Expert are quite rigorous.

What Customers are Saying:

Mr. Kaplun clearly had an exceptional understanding of the issue and was able to explain it concisely. I would recommend JustAnswer to anyone. Great service that lives up to its promises!

Gary B.Edmond, OK

My Expert was fast and seemed to have the answer to my taser question at the tips of her fingers. Communication was excellent. I left feeling confident in her answer.

EricRedwood City, CA

I am very pleased with JustAnswer as a place to go for divorce or criminal law knowledge and insight.

MichaelWichita, KS

PaulMJD helped me with questions I had regarding an urgent legal matter. His answers were excellent.

Three H.Houston, TX

Anne was extremely helpful. Her information put me in the right direction for action that kept me legal, possible saving me a ton of money in the future. Thank you again, Anne!!

ElaineAtlanta, GA

It worked great. I had the facts and I presented them to my ex-landlord and she folded and returned my deposit. The 50 bucks I spent with you solved my problem.

TonyApopka, FL

Wonderful service, prompt, efficient, and accurate. Couldn't have asked for more. I cannot thank you enough for your help.

Mary C.Freshfield, Liverpool, UK

< Previous | Next >

Meet the Experts:

Infolawyer

Infolawyer

Attorney

1,851 satisfied customers

Experienced lawyer

Dimitry K., Esq.

Dimitry K., Esq.

Attorney

1,611 satisfied customers

Run my own successful business/contract law practice.

MShore Law

MShore Law

Attorney

1,233 satisfied customers

Drafted Negotiated and/or Reviewed Thousands of Commercial Agreements

RGMacEsq

RGMacEsq

Attorney

751 satisfied customers

Licensed Texas General Practice Attorney

Barrister

Barrister

Attorney

646 satisfied customers

17 years practicing attorney, JD, BA, MBA

Ely

Ely

Attorney

577 satisfied customers

Counselor at Law.

J.Hazelbaker

J.Hazelbaker

Attorney

393 satisfied customers

Experienced and trained in the area of business law.

< Previous | Next >

Related Business Law Questions
I have a question about corporate law. I am 50% shareholder
Second opinion] I have a question about corporate law. I am 50% shareholder in an s corporation. My business partner spends half of the year abroad. He is currently out of the country. Our business is… read more
Michael Bradley
Michael Bradley
JD
1,191 satisfied customers
I buyout my 50% shareholder in 2012,but she not resigned
I buyout my 50% shareholder in 2012,but she not resigned what can I do? … read more
Lori
Lori
Juris Doctor
275 satisfied customers
I have a question about corporate law. I am 50% shareholder
I have a question about corporate law. I am 50% shareholder in an s corporation. My budiness partner spends half of the year abroad. He is currently out of the country. Our business is no longer solve… read more
Damien Bosco
Damien Bosco
3,386 satisfied customers
On November 5, 1984, a Nonprofit Public Benefit corporation
On November 5, 1984, a Nonprofit Public Benefit corporation originally registered with the State of California as; TURNER'S TECHNICAL INSTITUTE. Question; Is “Turner's Technical Institute” the legal o… read more
Law Educator, Esq.
Law Educator, Esq.
Attorney At Law
Doctoral Degree
244 satisfied customers
I sit on the board of directors for a corporation that has a
I sit on the board of directors for a corporation that has a bar business. Our treasurer and president took it upon them selves with no majority vote/ no vote at all to cash in investments. Discussion… read more
Asad Rahman
Asad Rahman
Attorney
J.D.
2,288 satisfied customers
Wanting to expand my business from one corporation to 2 or 3
wanting to expand my business from one corporation to 2 or 3 for further protection for each individual business. looking for someone to help … read more
Ely
Ely
Attorney
Juris Doctor
577 satisfied customers
Is there a rule which requires that a corporation (or LLC)
Is there a rule which requires that a corporation (or LLC) must have a lawyer in a civil case?… read more
Damien Bosco
Damien Bosco
3,386 satisfied customers
We have an s corporation. In the shareholder agreement there
We have an s corporation. In the shareholder agreement there is a provision that the corporation must repurchase shares from minority shareholder when offered. Shareholder Agreement further states tha… read more
Roy Hadavi
Roy Hadavi
Attorney
Juris Doctorate
987 satisfied customers
If I start a Corp with a few shareholders and then form an
If I start a Corp with a few shareholders and then form an LLC with the corp as a member with another person as the other member, will the corp have liability protection from lawsuits against the LLC … read more
KLAW
KLAW
Juris Doctorate
1,759 satisfied customers
Can you close an 1120S corporation and still have the
Can you close an 1120S corporation and still have the benefits of a 1033 exchange pass through to the shareholders? … read more
WiseOwl58
WiseOwl58
Attorney
4,061 satisfied customers
Converting my llc business to a c corporation and looking
Converting my llc business to a c corporation and looking for a lawyer to sign the paperwork … read more
Richard - Bizlaw
Richard - Bizlaw
Juris Doctor
3,698 satisfied customers
Do all shareholders, ( 3 shareholder corporation) have the
Do all shareholders, ( 3 shareholder corporation) have the right to inspect the bank accounts? (florida corporation) … read more
Dwayne B.
Dwayne B.
Juris Doctor
28,689 satisfied customers
According to new law can only 50% shareholder and directors
According to new law can only 50% shareholder and directors apply for dissolution of the company without the knowledge of the other 50%?… read more
Ray
Ray
Lawyer
Doctoral Degree
30,854 satisfied customers
Texas. I am a shareholder and a note holder in a private
Texas. I am a shareholder and a note holder in a private company in Houston. I have given a partner my proxy of shares and he serves as my trustee with fiduciary responsibility. I just found out that … read more
socrateaser
socrateaser
1,442 satisfied customers
My family and i have a corporation it is a s corporation we
my family and i have a corporation it is a s corporation we had a family issue in which there was a 50 50 split one member from the other side sold her shares to the other side breaking the time so th… read more
Infolawyer
Infolawyer
Attorney
Doctoral Degree
1,851 satisfied customers
Is shareholder approval required to move a corporation out
Is shareholder approval required to move a corporation out of Nevada? We did a conversion to Colorado before our new annual list of officers and directors and business license was due. I think that is… read more
Ray
Ray
Lawyer
Doctoral Degree
30,854 satisfied customers
Can a corporate board require shareholder participation in,
can a corporate board require shareholder participation in, and personal guaranty of, future corporate loans against the wishes of the individual shareholder… read more
Richard
Richard
Owner
Doctoral Degree
4,361 satisfied customers
My dad was a 51 shareholder in a new California corporation,
My dad was a 51 shareholder in a new California corporation, he used a buyout form to purchase for a 1 dollar the other 49 percent because the other shareholder had a difference of opinion on how the … read more
Richard - Bizlaw
Richard - Bizlaw
Juris Doctor
3,698 satisfied customers

DISCLAIMER: Answers from Experts on JustAnswer are not substitutes for the advice of an attorney. JustAnswer is a public forum and questions and responses are not private or confidential or protected by the attorney-client privilege. The Expert above is not your attorney, and the response above is not legal advice. You should not read this response to propose specific action or address specific circumstances, but only to give you a sense of general principles of law that might affect the situation you describe. Application of these general principles to particular circumstances must be done by a lawyer who has spoken with you in confidence, learned all relevant information, and explored various options. Before acting on these general principles, you should hire a lawyer licensed to practice law in the jurisdiction to which your question pertains.

The responses above are from individual Experts, not JustAnswer. The site and services are provided “as is”. To view the verified credential of an Expert, click on the “Verified” symbol in the Expert’s profile. This site is not for emergency questions which should be directed immediately by telephone or in-person to qualified professionals. Please carefully read the Terms of Service (last updated February 8, 2012).

DISCLAIMER: Answers from Experts on JustAnswer are not substitutes for the advice of an attorney. JustAnswer is a public forum and questions and responses are not private or confidential or protected by the attorney-client privilege. The Expert above is not your attorney, and the response above is not legal advice. You should not read this response to propose specific action or address specific circumstances, but only to give you a sense of general principles of law that might affect the situation you describe. Application of these general principles to particular circumstances must be done by a lawyer who has spoken with you in confidence, learned all relevant information, and explored various options. Before acting on these general principles, you should hire a lawyer licensed to practice law in the jurisdiction to which your question pertains.

The responses above are from individual Experts, not JustAnswer. The site and services are provided “as is”. To view the verified credential of an Expert, click on the “Verified” symbol in the Expert’s profile. This site is not for emergency questions which should be directed immediately by telephone or in-person to qualified professionals. Please carefully read the Terms of Service (last updated February 8, 2012).

Show MoreShow Less

Ask Your Question

x