23331-23335

REVENUE AND TAXATION CODE
SECTION 23331-23335




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.
   (c) (1) A corporation shall not be subject to the minimum
franchise tax imposed by this chapter for a taxable year if the
corporation does all of the following:
   (A) Files a timely final franchise tax return for a taxable year
with the Franchise Tax Board.
   (B) Does not do business in this state after the end of the
taxable year for which the final franchise tax return was filed.
   (C) (i) In the case of a corporation other than a corporation
described in clause (ii), files a certificate of dissolution or
surrender with the Secretary of State, in accordance with Sections
1809, 1905, 2112, 6615, 8615, and 12635 of the Corporations Code and
Section 3126 of the Financial Code, before the end of the 12-month
period beginning with the date the final franchise tax return was
filed.
   (ii) In the case of a limited liability company that is a
corporation pursuant to subdivision (c) of Section 23038, files a
certificate of cancellation with the Secretary of State, in
accordance with Section 17356 or 17455 of the Corporations Code,
before the end of the 12-month period beginning with the date the
final franchise tax return was filed.
   (2) For purposes of this subdivision, a "final franchise tax
return" is a return filed pursuant to Section 18601 on or before the
due date of the return, as extended, that the taxpayer designates in
the manner prescribed by the Franchise Tax Board as the taxpayer's
final franchise tax return for purposes of the tax imposed under this
chapter. A final franchise tax return for purposes of the tax
imposed under this chapter is a return filed pursuant to Section
18601 where the taxpayer is not required to file a subsequent return
to reflect the imposition of tax under this chapter.




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.



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 franchise tax return
as the result of a dissolution or withdrawal shall be treated as a
request for information on how to properly dissolve or withdraw.
   (b) If a taxpayer has filed a return as described in subdivision
(a), the Franchise Tax Board shall provide the taxpayer with
information regarding all documents that are required by this article
to be filed with the Franchise Tax Board and the Secretary of State.