Saturday, November 18, 2017 8:45:45 AM
http://info.legalzoom.com/happens-shareholder-dissolved-corporation-21095.html
Administrative Dissolution
Some state laws require that a corporation be dissolved if it fails to adhere to state filing or tax requirements; this is usually referred to as an administrative dissolution. For example, in Arizona Corporation Commission will dissolve a corporation if it fails to file its annual report as required by Arizona law. Such a dissolution means that the corporation ceases to exist, typically without the shareholders' knowledge. Significant adverse consequences will result, such as the shareholders becoming personally liable for all debts and liabilities incurred in the continued operation of the corporation's business. Also, the IRS will treat the dissolution as a distribution of assets to the shareholders, despite the fact that the shareholders did not intend to dissolve the corporation and make a distribution. This will cause the shareholders to incur a tax liability they were not planning for.
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