2005 California Revenue and Taxation Code Sections 23331-23335 Article 8. Dissolution or Withdrawal

23331.  (a) For the purposes of this article, the effective date of
dissolution of a corporation is the date on which the certified copy
of the court decree, judgment, or order declaring the corporation
duly wound up and dissolved is filed in the office of the Secretary
of State or the date on which the certificate of winding up, if
necessary, and the certificate of dissolution are filed in the office
of the Secretary of State.  For the purposes of this article, the
effective date of withdrawal of a foreign corporation is the date on
which the certificate of withdrawal is filed in the office of the
Secretary of State.
   (b) The Secretary of State shall, through an information program
and by forms and instructions provided to taxpayers, recommend that
all documents required by this article to be filed with the Secretary
of State be sent, if mailed, by certified mail with return receipt
requested.  The Secretary of State shall also notify taxpayers that
receipt of documents by the Secretary of State pursuant to this
article will be acknowledged within 21 days of receipt.
   (c) On or before 21 days after their receipt, the Secretary of
State shall provide a taxpayer with acknowledgment of the receipt of
documents submitted by a taxpayer pursuant to this article.
23332.  (a) Except in the case of a taxpayer subject to the
provisions of Section 23222a, any taxpayer which is dissolved or
withdraws from the state during any taxable year shall pay a tax only
for the months of the taxable year which precede the effective date
of the dissolution or withdrawal, according to or measured by (1) the
net income of the preceding income year or (2) a percentage of net
income determined by ascertaining the ratio which the months of the
taxable year, preceding the effective date of dissolution or
withdrawal, bears to the months of the income year, whichever is the
lesser amount.  The taxes levied under this chapter shall not be
subject to abatement or refund because of the cessation of business
or corporate existence of any taxpayer pursuant to a reorganization,
consolidation, or merger (as defined by Section 23251).  In any
event, each corporation shall pay a tax not subject to offset for the
period in an amount equal to the minimum tax prescribed by Section
23153.
   (b) The provisions of subdivision (a) shall be applied only with
respect to taxpayers which dissolve or withdraw before January 1,
1973.  On and after that date, the tax for the taxable year in which
the taxpayer ceases doing business, dissolves or withdraws shall be
determined under the appropriate provisions of Section 23151.1,
23153, 23181, or 23183, whichever is applicable.  However, if all of
the following conditions are satisfied, a minimum franchise tax shall
not be imposed with respect to the taxable year in which a tax
clearance certificate is issued by the Franchise Tax Board:
   (1) The taxpayer does not do business in this state at any time
during that taxable year.
   (2) The taxpayer files a certificate of dissolution with the
Secretary of State prior to the beginning of that taxable year, in
accordance with Section 1905 of the Corporations Code.
23332.5.  If a financial corporation ceases doing business,
dissolves, or withdraws from the state during any taxable year, the
tax for the taxable year during which cessation of doing business,
dissolution or withdrawal occurs shall be computed as prescribed by
subdivision (b) or (d) of Section 23183, 23183.1, or 23183.2.
23333.  (a) A taxpayer subject to Section 23186 shall, if it
dissolves or withdraws prior to the date the rate is determined under
Section 23186, pay a tax under Section 23332 at the maximum rate
prescribed by Section 23186.  If the rate is subsequently determined
to be less than the maximum prescribed by Section 23186, a refund
shall, within 30 days of that determination, be made as prescribed by
Chapter 6 (commencing with Section 19301) of Part 10.2.
   (b) That part of the tax thus determined which is in excess of the
rate specified in Section 23151 shall be collected as a demand for
second installment under Chapter 4 (commencing with Section 19001) of
Part 10.2.
23334.  No decree of dissolution shall be made and entered by any
court, nor shall the Secretary of State file a decree of dissolution,
or file in the case of a credit union incorporated under the
California Credit Union Law a certificate of election to dissolve, or
in the case of any other taxpayer file a certificate of dissolution,
except as provided in subdivision (c) of Section 1905 of the
Corporations Code and subdivision (b) of Section 1900.5 of the
Corporations Code, or any other document by which the term of
existence of the taxpayer shall be reduced or terminated, nor shall
the Secretary of State file any certificate of the surrender by a
foreign corporation of its right to do intrastate business in this
state unless the taxpayer obtains from the Franchise Tax Board and
files with the court or Secretary of State, as the case may be, a tax
clearance certificate indicating that the Franchise Tax Board is
satisfied from the available evidence that all taxes imposed by this
chapter have been paid or are secured by bond, deposit, or otherwise.
  Within 30 days after receiving a request for a certificate, the
Franchise Tax Board shall either issue the certificate or notify the
person requesting the certificate of the amount of tax that must be
paid or the amount of bond, deposit, or other security that must be
furnished as a condition of issuing the certificate.  The issuance of
the certificate shall not relieve the taxpayer or any individual or
corporation from liability for any taxes, penalties, or interest
imposed by this part, nor shall the issuance of the certificate in
the case of any credit union which revokes its election to wind up
and dissolve, relieve that credit union of any taxes or interest that
would have been imposed under this part had the election not been
filed.
   The Franchise Tax Board shall furnish a copy of the tax clearance
certificate to the Secretary of State.
23335.  (a) Any return filed pursuant to Section 18601 that the
taxpayer designates in the appropriate place on the form provided by
the Franchise Tax Board as the taxpayer's final return as the result
of a dissolution or withdrawal shall be treated as a request for a
certificate issued by the Franchise Tax Board pursuant to Section
23334 unless the taxpayer has otherwise filed a request with the
Franchise Tax Board for that certificate.
   (b) If a taxpayer has filed a return that is a request for a tax
clearance certificate as described in subdivision (a), the Franchise
Tax Board shall provide the taxpayer with information, including
forms and instructions, regarding all documents that are required by
this article to be filed with the Franchise Tax Board and the
Secretary of State.