[posted and mailed]
rita <ritagoldman101@[EMAIL PROTECTED]
> wrote:
> How to close a C Corp in the State of California.
> ******************************************************
>
> We had a startup which hasn't gone anywhere and would like to close
> it.
>
> Can anyone please help with the above ?
I dissolved a California cor****ation a few years ago - what follows are
some URLs and the basic steps as I recall them (I cannot claim what
follows is fully accurate. See a professional if in doubt. All I know is
that so far I have not been contacted by anyone with any problems with
the dissolution.):
You have three main entities you need to inform or otherwise deal with:
the California Secretary of State (SoS), the California Franchise Tax
Board (FTB), and the Federal Internal Revenue Service (IRS).
Here's the FAQ the SoS has on dissolution of a California corp:
http://www.sos.ca.gov/business/corp/corp_faq.htm#question5
Here's the main form you submit to the SoS:
http://www.sos.ca.gov/business/corp/pdf/dissolutions/corp_stkdiss.pdf
Here is the IRS's checklist on closing a business:
http://www.irs.gov/businesses/small/article/0,,id=98703,00.html
Various notes and recollections:
Any remaining assets of the cor****ation have to be distributed, and that
said distribution likely causes a taxable event on the entities receiving
the assets. (I had to file a 1099-div form and include it as income at tax
time. I also had to determine fair market value of assets for said purpose
in
the unlikely event I was ever audited. If your cor****ation is in the hole
or otherwise void of assets, none of this is probably an issue).
There is also a form FTB 3555 "Assumption of Tax Liability/Request For
Tax Clearance Certificate Supplement information" involved. I couldn't
locate this on their web site - I may have had to order it.
As you may discover, you will first need to file final tax returns with
the FTB and IRS. (When doing this mid-year 2008 you would have to use the
previous year's forms (2007) since the forms for 2008 aren't published
yet. You would strike out 2007 and write in 2008 somewhere near the 2007
numbers.)
In fact the SoS wont approve the dissolution until you have cleared the
tax hurdles with the FTB.
Hope the above helps.
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