Changing state of incorporation - do I need a new EIN?

Discussion in 'Tax' started by MMF, Jul 1, 2005.

  1. MMF

    MMF Guest

    I've got a company that's incorporated in State A. I'm
    going to move it to State B by creating a new corp there and
    merging the State A corp into it. I'd like to be able to
    use the Employer ID Number from the the first corp for the
    new corp. Can I do this, or will I have to get a new EIN
    for the new corp?

    Thanks.

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    MMF, Jul 1, 2005
    #1
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  2. MMF

    Guest

    Assuming that the reincorporation qualifies as an "F"
    reorganization under Code section 368(a)(1)(F), you can
    continue using the same EIN. See Rev Rul 73-526.

    << ======================================================= >>
    << The foregoing is intended for educational purposes only >>
    << and does NOT constitute legal OR professional advice. >>
    << >>
    << The Charter and the Guidelines for submitting >>
    << messages to this newsgroup are at www.asktax.org. >>
    << Copyright (2005) - All rights reserved. >>
    << ======================================================= >>
     
    , Jul 3, 2005
    #2
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  3. MMF wrote:

    > I've got a company that's incorporated in State A. I'm
    > going to move it to State B by creating a new corp there and
    > merging the State A corp into it. I'd like to be able to
    > use the Employer ID Number from the the first corp for the
    > new corp. Can I do this, or will I have to get a new EIN
    > for the new corp?


    I looked into this once for a client and couldn't find
    anything anywhere that precluded what we, well, HE, did.

    Very simply he formed a new Georgia corporation which was a
    continuation of the old Texas corporation. Minutes of the
    meeting documented the transfer which was effective on
    January 1st. the same "Texas style" FEI continued to be
    used for the new corporation with nary a peep from IRS.

    ChEAr$,
    Harlan Lunsford, EA n LA

    << ======================================================= >>
    << The foregoing is intended for educational purposes only >>
    << and does NOT constitute legal OR professional advice. >>
    << >>
    << The Charter and the Guidelines for submitting >>
    << messages to this newsgroup are at www.asktax.org. >>
    << Copyright (2005) - All rights reserved. >>
    << ======================================================= >>
     
    Harlan Lunsford, Jul 3, 2005
    #3
  4. MMF

    LoTax Guest

    My impression IIRC is that what you've got is an "F"
    reorganization, in which case the "new" corporation is
    *required* to use the same ID number as the old one. An
    "F" reorganization is a *mere* change of name or place of
    incorporation of a corporation, no matter how it's
    accomplished...I think.

    << ======================================================= >>
    << The foregoing is intended for educational purposes only >>
    << and does NOT constitute legal OR professional advice. >>
    << >>
    << The Charter and the Guidelines for submitting >>
    << messages to this newsgroup are at www.asktax.org. >>
    << Copyright (2005) - All rights reserved. >>
    << ======================================================= >>
     
    LoTax, Jul 3, 2005
    #4
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