IRS written determination 201522001

Private letter rulings and published taxpayer determination letters. Native document type is retained separately; a determination letter is not labeled a private letter ruling. These taxpayer-specific releases cannot be used or cited as precedent under 26 USC 6110(k)(3); applicability and current legal force are not independently certified. Keep repeated UILC subjects attached to one actual numbered document.

Internal Revenue Service
Department of the Treasury
Washington, DC 20224
Number: 201522001
Release Date: 5/29/2015
Index Number: 301.00-00
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Third Party Communication: None
Date of Communication: Not Applicable
Person To Contact:
---------------------, ID No. ----------------
Telephone Number:
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Refer Reply To:
CC:CORP:B05
PLR-132753-14
Date:
January 21, 2015
LEGEND:
Taxpayer = ------------------------------------------------
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State A = --------
Date 1 = ---------------------
Date 2= ---------------------
Date 3 = ---------------------------
Year 1=------
Year 2=------
Dear -----------------:
We respond to your letter dated August 28, 2014, requesting a ruling under the Internal
Revenue Code (the Code). The information submitted is summarized below.
Taxpayer incorporated under State A law on Date 1. Taxpayer was administratively
dissolved by State A on Date 2 for failure to file a Year 1 annual report and to pay an
annual franchise tax. During the period in which Taxpayer was unaware of this
dissolution, Taxpayer continued to file Form 1120 and to pay all corporate taxes as they
came due. Following discovery of the dissolution in Year 2, Taxpayer reincorporated in
State A on Date 3.

PLR-132753-14
2
The core test of corporate existence for purposes of federal income taxation is always a
matter of federal law. Whether an organization is to be taxed as a corporation under the
Code is determined by federal, not state, law. Ochs v. United States, 158 Ct. Cl. 115,
119, 305 F.2d 844, 847 (1962). A corporation is subject to federal corporate income tax
liability as long as it continues to do business in a corporate manner, despite the fact
that its recognized legal status under state law is voluntarily or involuntarily terminated.
Messer v. Commissioner, 438 F.2d 774, 778 (3d Cir. 1971).
RULING
Based solely on the facts submitted and the representations made, we rule that
Taxpayer’s status as a corporation for federal tax purposes was not terminated by
reason of the administrative dissolution and subsequent reincorporation of Taxpayer
under state law.
CAVEAT
Except as expressly provided herein, no opinion is expressedor implied concerning the
federal tax consequences of any aspect of any transaction or item discussed or
referenced in this letter.
PROCEDURAL STATEMENTS
The ruling contained in this letter is based upon information and representations
submitted by the taxpayer and accompanied by a penalty of perjury statement executed
by an appropriate party. While this office has not verified any of the material submitted
in support of the request for a ruling, it is subject to verification on examination.
This ruling is directed only to the taxpayer requesting it. Section 6110(k)(3) of the Code
provides that it may not be used or cited as precedent.
A copy of this letter must be attached to any income tax return to which it is relevant.
Alternatively, taxpayers filing their returns electronically may satisfy this requirement by
attaching a statement to their return that provides the date and control number of the
letter ruling.

PLR-132753-14
3
In accordance with the power of attorney on file with this office, copies of this letter are
being sent to your authorized representatives.
Sincerely,
Richard M. Heinecke______
Richard M. Heinecke
Assistant to the Branch Chief, Branch 5
Office of Associate Chief Counsel
(Corporate)
cc: