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Tax News

SEPTEMBER/OCTOBER 2001

CALIFORNIA FRANCHISE TAX BOARD
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New law puts corporation merger process on fast track Inside...

Merging corporations will face fewer delays in California as a result of recently enacted legislation.

Senate Bill 324, enacted July 9, amends Section 1107.5 of the Corporations Code to allow the Secretary of State to file an agreement of merger of two or more corporations without receipt of a certificate of satisfaction from us.

Removing this previously required step shaves up to 60 days off the merger finalization process for domestic corporations or foreign (non-California-incorporated) corporations qualified to do business in this state.

Prior to SB 324, the only mergers the Secretary of State could file without receiving a certificate of satisfaction from us involved domestic disappearing corporations that filed articles of incorporation with the Secretary of State less than 60 days from the date of filing the agreement of merger.

With the new law, the Secretary of State can file any merger without obtaining a certificate of satisfaction from us, provided the surviving corporation is a domestic corporation or a foreign (non-California-incorporated) corporation qualified to do business in this state.

The surviving corporation is responsible for filing all returns for the disappearing corporation and paying any tax liability owed by the disappearing corporation.

Prior to the passage of SB 324, to finalize a merger, among other things, the surviving corporation was required to submit a copy of the agreement of merger to the Secretary of State, and in turn, the Secretary of State was required to file the agreement. Once the agreement of merger was filed, the parties to the merger were immediately treated as one corporation and the merger was considered effective on the date the agreement was originally

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Electronic services, Internet use rise during 2001 filing season

The filing season figures are in; and, as expected, taxpayers' appetite for electronic services continues to increase.

This filing season, the number of taxpayers who filed their personal income tax returns electronically

and the number of taxpayers who chose a paperless payment option reached all-time highs.

Here's more data from this year's filing season:

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