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I currently have an S-corporation in the state of California, but I've since moved to Georgia. In addition, that corporation is being closed down. This is lending itself to some complications, but I figure I'll just ask questions and see what you kind folks have to say. I've talked to an accountant and two lawyers so far, and I've received extremely conflicting advice, and after spending a couple thousand for said advice, I'm not much better off.


1. The corporation developed software and is still seeing residual income from sales of that software from distributors. This means that realistically the corporation can't just shut down and stop existing, it will continuec to receive payments and they will be noted under its EIN.

2. I would like to avoid the route of filing for an "authorization to transact business for a foreign corporation" in Georgia, since I will then be stuck paying the $800/year California filing, and I will also have to file two sets of returns, etc.

3. The S-corporation has only one shareholder, myself. This should simplify things considerably (I hope).

4. Because the S-corporation is "Closed" but still receiving income, I'm not sure what to do about my employment status. Because we're no longer actively operating (i.e. developing new software), I'm no longer taking a salary. I've effectively ceased withdrawing money from the corporation. Can I just file self-employment taxes on the total income, or do I HAVE to become an employee and pay myself a salary and do the withholding bit?

5. Ideally I'd transfer just the assets (intellectual property only) to a new corporation in Georgia or, even better, to myself personally. Unfortunately this often seems to be presented as more complicated than I feel it should be. Also, I'm not sure if there is any real advantage here.

Could I simply transfer the corporate assets to me personally, start receiving payments under my SSN and then start paying SE tax? That way at the end of this year I could dissolve the existing corporation and still retain income as a sole proprietor from the properties the corporation developed.

6. When operating a low income S-corporation, how much salary do you have to pay, and does this salary have to be W-2 income or can it be SE income?

Any suggestions, advice or commentary is greatly appreciated.


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