Tax

Have a tax question? Ask a tax Expert

Ask an Expert,
Get an Answer ASAP!

This answer was rated:

Have question about filing extensions for corporations

operating as an S-Corp. Please...
Have question about filing extensions for corporations operating as an S-Corp. Please review previous question to you before proceeding with the question: https://my-secure.justanswer.com/question/index/ff78a7bc228344a6b0a2ab402830ef86?continueTheConversation=False&comingFromAdservEmail=False&ratedThroughEmail=False&rating=0&paymentType=Unknown
Thanks.
Show More
Show Less
Ask Your Own Tax Question
Customer reply replied 5 months ago
First question is:
1.) TN,LLC company that was dissolved in March of 2017, form 966 was never completed as to date.
The dissolved company did not file a final return within 3 months after the dissolution.
a. What do I need to do?
b. What tax implications or penalties would be assessed?
2.) April 2017 I changed the name to OK, LLC but kept the same EIN as the TN,LLC that dissolved.
Issue: I cannot file an online extension for the same tax ID because the online software, www.extensiontax.com says " EIN already exists for another Client."
Customer reply replied 5 months ago
Should I first file the extension with for the TN,LLC and then change the name on www.extensiontax.com to the OK, LLC? Then File the extension for OK, LLC that has the same EIN?
Answered in 7 hours by:
3/12/2018
taxmanrog
taxmanrog, Certified Public Accountant (CPA)
Category: Tax
Satisfied Customers: 1,210
Experience: Licensed CPA, MA, MST with 31 years' experience. Teach Accounting and Tax courses at Masters level.
Verified

Welcome to Just Answer! Thank you for giving me the opportunity to assist you! I will do my best to help!

Ask Your Own Tax Question

Please give me a few minutes to type my answer.

Ask Your Own Tax Question

Did you formally adopt a plan of liquidation? Or did you as owner just move the company to OK?

IF you just moved the company to OK, and did so by dissolving the TN company, then there is NO Form 966 required. IF you read Internal Revenue Code (IRC) §6043(a), it states that a corporation must file this form AFTER A RESOLUTION TO LIQUIDATE has been adopted by the board. IF you did not pass such a resolution, then a strict reading of the IRC states that it is not required. So you do not need to do anything. There would be no penalties assessed.

Additionally, if you continued the same business, just in another state with a new corporation, then as far as the IRS is concerned there is no liquidation. Reorganization treatment is based on a long-standing IRS position that a liquidation of a corporation preceded or followed by a transfer to another corporation of all or part of the assets of the liquidating corporation could be recharacterized in accordance with its substance. [See, e.g.,Reg. §1.331-1(c). See also T.D. 9361, 2007-47 IRB, Oct. 24, 2007.]

So the IRS sees a liquidation followed closely by an incorporation/organization as ONE transaction, so the business continues.

You should not have obtained a new FEIN. You should have continued to use the old one (and you still can, if you have not filed the Form 966 or marked "Final" on the 2016 tax return).

I saw the answer from the first expert, and I believe (based on my knowledge of the law, a Masters in taxation, my teaching tax at the Masters' level for many years, and my 33+ years' experience) that the expert was wrong with his answer.

I hope this answers your questions. If you have any more, please lte meknow and I will be happy to answer.

Ask Your Own Tax Question
Customer reply replied 5 months ago
Thank you for clarifying.
TN, LLC was dissolved at the state level in March 2017.
OK, LLC was then created with the same FEIN TN,LLC previously had- just a different state and different name.
Where I am running into an issue is: Both TN, LLC and OK, LLC need federal taxes filed by March 15th.
Do I need to file an extension for both if I am unable to meet the March 15th, 2018 deadline?Thank you for your professional expertise, years of knowledge, and your expert opinion.... citations etc. This is very helpful.
Customer reply replied 5 months ago
Do I need to file a name change form before filing? If OK,LLC is the same FEIN?
- Anything additional, I would need before filing an extension or before filing the corporate return?

Yes, I would file the name change ASAP. Then on the Extension mark the box for name change.

Oklahoma Tax Commission has administratively adopted the policy of honoring the automatic Federal extension, when no additional state tax is due, as an extension of time to file the Oklahoma return. When you file your Oklahoma return, simply attach a copy of the Federal extension.

Similarly, if you have a valid Federal extension (IRS Form 7004) and you owe zero state tax, you will automatically be granted a Tennessee tax extension.

So unless you will owe State tax, you only have to file the Federal extension.

Ask Your Own Tax Question
Customer reply replied 5 months ago
Could you reference:
1. The Name change form? Link and form #.
2. OK State Tax link, can this be filed online?- for extension?
3. TN State Tax link, can this be filed online?- for extension?"
How would I file the 7004 extension if there are two names, and one FEIN?
- Two separate extensions for each name? or use TN,LLC and check box name change to OK, LLC?Thank you.

You only file a Federal extension for the current name. Don't worry about the prior name.

Also, you do not need to file OK or TN unless you think that you are going to owe tax. Since you said in the old question that the OK company was running based on a loan, there should be no tax liability for that. Similarly with TN. Also, a small balance due is allowed with both states.

Do you want a link for the section where it says that they accept Federal Extensions?

AS for notifying the IRS of the name change, they say that if the EIN was recently assigned and filing liability has yet to be determined, send Business Name Change requests to IRS-Stop 343, Cincinnati, OH 45999.

IF, as I suspect, the EIN was assigned several months ago, then you notify the IRS on the tax form that you file. For corporations, if you are filing a current year return, mark the appropriate name change box of the Form 1120 type you are using:

  • Form 1120: Page 1, Line E, Box 3
  • Form 1120S: Page 1, Line H, Box 2

If you have already filed your return for the current year, write to us at the address where you filed your return to inform us of the name change. In addition:

  • The notification must be signed by a corporate officer.

I said that I would notify them of the name change ASAP. You do so by filing the extension with the new name, followed by the return with the correct name.

It can take the IRS some time to change the name in their files. I have a corporation that is finally in its third year with the new name, and the electronically filed return was finally accepted (it was rejected for name/EIN mismatch in the two prior years). So it can take some patience.

taxmanrog
taxmanrog, Certified Public Accountant (CPA)
Category: Tax
Satisfied Customers: 1,210
Experience: Licensed CPA, MA, MST with 31 years' experience. Teach Accounting and Tax courses at Masters level.
Verified
taxmanrog and 87 other Tax Specialists are ready to help you
Ask your own question now
Customer reply replied 5 months ago
During 2017, also in the state OK, I filed to State filings to incorporate two more business that did not have any revenue. ( My ambitious thought was I would create a working physical business from the two FEIN's, but I did not)
I understand that I must file returns even though there was no revenue.
In the past, I have been an employee of TN,LLC and OK, LLC, and operated as an S-corp.
When filing the extension for the two other entities that did not have any revenue, what would be the best tax advantage and CPA filing costs in filing the 2 returns for 2017.
- Both no revenue
- Both no expenses
- Both no employees
- Both no checking accounts.
Similarly with the other Corporation, Oklahoma will accept a federal extension for these two entities as well.If you file it yourself, there is no issue. If you were to hire a CPA, there would be a minimum charge even if there was no revenue. For example the software I use charges me $80 for a federal return and $60 for State return. So you would be looking at probably $150 minimum from any CPA even if there was no income. Then, there is some administrative time for the processing of the return, because even with no income the forms still have to be filled out. So you were probably looking at 200 to $250 per company even with no income. At least that's what I would do it for.
Ask Your Own Tax Question
Customer reply replied 5 months ago
Would those two entities be filed or extended with form 7004 for return form 1120? A simple LLC?
Customer reply replied 5 months ago
You stated above: "Oklahoma will accept a federal extension for these two entities as well"
Question.....Would those two entities your mentioned be filed or extended with form 7004 for return form 1120? A simple LLC?
You said a corporation in your original post. If it is a single member LLC, it is considered a disregarded entity and is included on Schedule C of your personal return. So your personal extension, form 4868, would extend the single member LLC return.
Ask Your Own Tax Question
Was this answer helpful?

How JustAnswer works

step-image
Describe your issueThe assistant will guide you
step-image
Chat 1:1 with a tax professionalLicensed Experts are available 24/7
step-image
100% satisfaction guaranteeGet all the answers you need
Ask taxmanrog Your Own Question
taxmanrog
taxmanrog
taxmanrog, Certified Public Accountant (CPA)
Category: Tax
Satisfied Customers: 1,210
1,210 Satisfied Customers
Experience: Licensed CPA, MA, MST with 31 years' experience. Teach Accounting and Tax courses at Masters level.

taxmanrog 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:

I really was impressed with the prompt response. Your expert was not only a tax expert, but a people expert!!! Her genuine and caring attitude came across in her response...

T.G.WMatteson, IL

I WON!!! I just wanted you to know that your original answer gave me the courage and confidence to go into yesterday's audit ready to fight.

BonnieChesnee, SC

Great service. Answered my complex tax question in detail and provided a lot of additional useful information for my specific situation.

JohnMinneapolis, MN

Excellent information, very quick reply. The experts really take the time to address your questions, it is well worth the fee, for the peace of mind they can provide you with.

OrvilleHesperia, California

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

This expert is wonderful. They truly know what they are talking about, and they actually care about you. They really helped put my nerves at ease. Thank you so much!!!!

AlexLos Angeles, CA

Thank you for all your help. It is nice to know that this service is here for people like myself, who need answers fast and are not sure who to consult.

GPHesperia, CA

< Previous | Next >

Meet the Experts:

Wallstreet Esq.

Wallstreet Esq.

Tax Attorney

586 satisfied customers

10 years experience

Mark D

Mark D

Enrolled Agent

1,338 satisfied customers

MBA, EA, Specializing in Business and Individual Tax Returns and Issues

Richard

Richard

Tax Attorney

4,512 satisfied customers

29 years of experience as a tax, real estate, and business attorney.

PhillipsEsq.

PhillipsEsq.

Attorney-at-Law

59 satisfied customers

B.A., M.B.A, J.D.

Robin D.

Robin D.

Senior Tax Advisor 4

15,569 satisfied customers

15years with H & R Block. Divisional leader, Instructor

Megan C

Megan C

Certified Public Accountant (CPA)

8,655 satisfied customers

Licensed CPA, CFE, CMA, CGMA who teaches accounting courses at Master's Level

jgordosea

jgordosea

Enrolled Agent

2,885 satisfied customers

I've prepared all types of taxes since 1987.

< Previous | Next >

Related Tax Questions
I have an S-Corp with no activity and I discovered I am now
I have an S-Corp with no activity and I discovered I am now late with filing the 1120S form and I understand there are penalties of $195/mo. I was wondering if I can avoid the penalty and dissolve the… read more
Barbara
Barbara
Enrolled Agent, Paralegal
5,648 satisfied customers
Is there any requirement that a business must be profitable
Is there any requirement that a business must be profitable within how many years in order to file for business tax returns? So say if after 3, or 5 years the business is still not profitable, then yo… read more
LEV
LEV
Retired
Bachelor's Degree
14,896 satisfied customers
Lane, You helped with this question (below) last month. I
Hi Lane, You helped with this question (below) last month. I have some follow up questions as I try to get this entered on a tax return:Question: I need to book the JE in Quickbooks to record the dona… read more
NPVAdvisor
NPVAdvisor
CFP Licensee and Practitioner
Master's Degree
180 satisfied customers
I owned a LLC and it was classified as an S-Corp where I was
Hello, I owned a LLC and it was classified as an S-Corp where I was an employee in Tennessee. I received payroll checks from 01/0517-04/05/17 in Tennessee through the LLC. The Tennessee LLC was dissol… read more
Chad EA, CDFA®, CFP®
Chad EA, CDFA®, CFP®
IRS Enrolled Agent, CFP(R),
Master\u0027s Degree
2,601 satisfied customers
If I applied for a EIN in 2016 to open my business but the
If I applied for a EIN in 2016 to open my business but the business didnt open. Am I required to file a tax return? … read more
Barbara
Barbara
Enrolled Agent, Paralegal
5,648 satisfied customers
Can 1120 be marked as FINAL if bank account had a cash
Can 1120 be marked as FINAL if bank account had a cash balance on 12/31/2016 (the last day of the return). Can I show zero balances on schedule L of 1120 on 2016 return ending 12/31/2016 but bring ban… read more
Matthew Breecher
Matthew Breecher
President
MBA (Graduate Legal Studies)
286 satisfied customers
I need some help with form 966 1) line 4, is it the date I
I need some help with form 966 1) line 4, is it the date I filed the resolution with the state, or the date my resolution was approved by the state. I did not receive the approval notice until 4 weeks… read more
keeperumiami
keeperumiami
Sr Financial & Tax Consultant
Bachelor\u0027s Degree
1 satisfied customers
Need help with form 966 1) line 4,which date shall I use? In
Need help with form 966 1) line 4,which date shall I use? In the dissolution form I filed with secretary of state, I used 05/01/2017 as the proposed/approved date, I mailed out the form the same day. … read more
keeperumiami
keeperumiami
Sr Financial & Tax Consultant
Bachelor\u0027s Degree
1 satisfied customers
This is in regard to dissolving an S-Corp. I won't bore with
This is in regard to dissolving an S-Corp. I won't bore with the details but basically an attorney botched some things. It was formed in Florida last month, had no operations, and now would like to di… read more
keeperumiami
keeperumiami
Sr Financial & Tax Consultant
Bachelor\u0027s Degree
1 satisfied customers
I incorporated an S-Corp in DE on 10/9/2014, and it never
I incorporated an S-Corp in DE on 10/9/2014, and it never had any assets and I'd like to dissolve it. I paid the annual DE franchise fee, but I never filed tax returns. I want to dissolve it now in DE… read more
PDtax
PDtax
Owner
Master\u0027s Degree
1 satisfied customers
What needs to be included on a c-corporation dissolution
What needs to be included on a c-corporation dissolution plan to the IRS?From IRS form 966: "Attach a certified copy of the resolution or plan and all amendments or supplements not previously filed." … read more
NPVAdvisor
NPVAdvisor
CFP Licensee and Practitioner
Master's Degree
180 satisfied customers
Is a new EIN needed in this situation? An S-corp was
Is a new EIN needed in this situation? An S-corp was dissolved in NV (and a dissolution certificate from NV was received) in Oct 2014 and a new S-corp in the same name (entity name not changed) was fo… read more
emc011075
emc011075
Senior Tax Specialist
Bachelor's Degree
16 satisfied customers
filing a 966 dissolution form with irs in advance of dissolution,
filing a 966 dissolution form with irs in advance of dissolution, i am a single stock holder of an S-corp so all gain or loss is considered capital gains on personal return. Line 8 asks for outstandin… read more
Megan C
Megan C
Certified Public Accountant (CPA)
Master's Degree
8,655 satisfied customers
I am dissolving an LLC in Indiana. I have already filed for
I am dissolving an LLC in Indiana. I have already filed for Articles of Dissolution online and recieved the certificate. I have closed out the Business Bank Account (with a balance of $77.00). I Know … read more
winktax
winktax
Enrolled Agent
Master's Degree
349 satisfied customers
I have a S Corp that I wish to close so that the final return
I have a S Corp that I wish to close so that the final return can be for 2013 and no more tax returns need to be done in 2014. I've closed the bank accounts (today) I've requested people depositing to… read more
NPVAdvisor
NPVAdvisor
CFP Licensee and Practitioner
Master's Degree
180 satisfied customers
I would like to switch from LLC to sole proprietorship (I know,
I would like to switch from LLC to sole proprietorship (I know, most go the other way). Can I continue with the same books except file taxes under a different EIN or do I have to completely "close" th… read more
NPVAdvisor
NPVAdvisor
CFP Licensee and Practitioner
Master's Degree
180 satisfied customers
Snyders of Hanover merged with Lances Inc last year and required
Snyder's of Hanover merged with Lances Inc last year and required all of their independent route distribution drivers to file for an application for a corporation designation. The two companies brough… read more
Robin D.
Robin D.
Senior Tax Advisor 4
Vocational, Technical or Trade School
15,569 satisfied customers
On July 29, 2010 I notified/informed the IRS on Form 966 Corporate
On July 29, 2010 I notified/informed the IRS on Form 966 Corporate Dissolution or Liquidation of intent to liquidate. I have now discovered it was a bad decision and want to change my mind. Do I need … read more
Karla
Karla
Master's Degree
1 satisfied customers
Disclaimer: Information in questions, answers, and other posts on this site ("Posts") comes from individual users, not JustAnswer; JustAnswer is not responsible for Posts. Posts are for general information, are not intended to substitute for informed professional advice (medical, legal, veterinary, financial, etc.), or to establish a professional-client relationship. The site and services are provided "as is" with no warranty or representations by JustAnswer regarding the qualifications of Experts. To see what credentials have been verified by a third-party service, please click on the "Verified" symbol in some Experts' profiles. JustAnswer is not intended or designed for EMERGENCY questions which should be directed immediately by telephone or in-person to qualified professionals.

Disclaimer: Information in questions, answers, and other posts on this site ("Posts") comes from individual users, not JustAnswer; JustAnswer is not responsible for Posts. Posts are for general information, are not intended to substitute for informed professional advice (medical, legal, veterinary, financial, etc.), or to establish a professional-client relationship. The site and services are provided "as is" with no warranty or representations by JustAnswer regarding the qualifications of Experts. To see what credentials have been verified by a third-party service, please click on the "Verified" symbol in some Experts' profiles. JustAnswer is not intended or designed for EMERGENCY questions which should be directed immediately by telephone or in-person to qualified professionals.

Show MoreShow Less

Ask Your Question

x