Ezel / IRS Rulings / 200909034

CCA 200909034: Notices to dissolved corporation should use last known address

Number
200909034
Outcome
Advice
Document type
Chief Counsel Advice
IRS subject
Not Able to Identify Under Present List
Topics
Other topics
Code sections
§ 6103
Ruling dated
July 30, 2008
Publicly released
February 27, 2009
Source
View Official PDF

Apply this to your situation

This page covers legal advice the IRS Office of Chief Counsel wrote for IRS staff, issued in 2009, which can't be cited as precedent. Ask about your situation and see what the current Code and IRS guidance say, with citations.

Currency note: this determination was released in 2009
Statutory amendments, regulation changes, court decisions, or later IRS guidance may have changed the analysis since then. Treat this page as historical context, not current tax advice. Verify current law before relying on any specific rule, threshold, or position mentioned here.
Not precedent. Under 26 U.S.C. § 6110(k)(3), this written determination may not be used or cited as precedent. It is advice from the IRS Office of Chief Counsel to IRS personnel on the facts they presented, and identifying details were redacted by the IRS before release. The official IRS release (linked on this page as a PDF) is the authoritative source.
About this page: The plain-English summary and ruling snapshot below were written by Ezel based on the official IRS release. The full text is the IRS's own document.
View official IRS release (PDF)

Plain-English summary

Chief Counsel advised sending a no-change letter and revenue agent's report to a dissolved corporation's last known address, with a copy to the person holding its power of attorney. Depending on state law, administrative dissolution might merely suspend a corporation that can later be revived, in which case the power of attorney could remain valid. If mail were returned, the IRS would normally research a better address. Sending the documents to the former president could show due diligence if section 6103 disclosure restrictions did not prevent it.

Ruling snapshot

  • Question: Where should the IRS send examination documents for a dissolved corporation, and could its power of attorney remain valid?
  • Outcome: Advice given: use the company's last known address and copy the representative, then research alternatives if delivery fails.
  • Key authorities: IRC § 6103.

Full text (IRS public release)

ID: CCA-730103-08 Number: 200909034
Release Date: 2/27/2009
Office: --------------
UILC: 9999.98-00

From: --------------------------------
Sent: Wednesday, July 30, 2008 10:31 a.m.
To: ---------------------
Cc: --------------------------
Subject: RE: Validity of Power of Attorney --- Related to 10/17/08 Statute ----------

I agree - I think the no change letter and RAR need to go to the company's last known address, with a copy to the POA. I haven't looked at ------------- law, but in some states even though a corporation may be dissolved by operation of law, it really goes into a sort of suspended animation, and can be revived by the late filing/payment of the annual corporate report. In that case, the POA may still be valid. If the letters come back as undeliverable, we normally research to get a better address, and I think sending the documents to the former President would qualify as due diligence (assuming there are no 6103 issues).

Let me know if you have any other questions.

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