F Reorganization - CA Income Tax Filing Matters

Technical topics regarding tax preparation.
#1
Wiles  
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21-Apr-2014 9:42am
Location:
CA
Client recently went through an F reorganization and sale.

Pre Reorg structure: Shareholder owns Oldco Inc. (CA S-Corp)
Post Reorg structure: Shareholder owns Newco Inc. (Delaware S-Corp) which owns Oldco LLC (DRE)

It is my understanding that Oldco Inc. will not file a tax return for the year of reorganization. Newco Inc. will file a tax return for the entire year, which includes Oldco Inc's pre-reorg activity.

Is this also true for CA purposes? A single CA tax return for Newco Inc for the entire year?

Therefore Newco Inc will need to register in CA.

Prior to reorg, Oldco Inc made estimated tax payments to CA for the 1.5% S-Corp tax. How do we transfer those payments to Newco Inc.?
 

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