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WiseOwl58, Attorney
Category: Business Law
Satisfied Customers: 3675
Experience:  Experienced business lawyer.
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I filed for an S corp in NV in 1997 and got a employer ID number

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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.
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.
Customer: 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.

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