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Level 2
March 20, 2024
Question

CA S-corp Re-domesticated to NV S-corp, then CA dissolved

  • March 20, 2024
  • 1 reply
  • 10 views

CA S-corp was converted into to a NV S-corp through re-domestication. After the entity was converted into a NV entity, the CA entity dissolved.  Date is 6/30/23. 

Do I generate the returns as:

one client file for only filing the federal with the full year 1/1/23 - 12/31/23 and

a second client file for only filing CA with all the income/expense from 1/1/23 - 6/30/23, mark that CA return as dissolved

If I do this it strikes me as strange that the CA K-1 form has incorrect numbers in the federal column but it seems most accurate for reporting.

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1 reply

sjrcpa
Level 15
March 20, 2024

Legally it is one corporation for 2023 so one tax return.

Mark the CA one final and apportion the total income to CA. I don't think you can allocate by cutting off the books.

The more I know the more I don’t know.
DS_EAAuthor
Level 2
March 21, 2024

This doesn't work because the business moved to NV and formally dissolved in CA.  The entity existed as a CA domestic corp from 1/1-6/30 and the remainder of the year it was a NV corp not registered in CA and with no income in CA.

sjrcpa
Level 15
March 21, 2024

You said it was redomesticated. That means it legally went from being a CA corp to a NV corp.

That's a 368(a)(1)(F) reorg.

 

The more I know the more I don’t know.