I used to run a business in NJ which was set up as an S-Corp. When I moved abroad in 2008, I told my accountant to close it down. He filed returns (federal (1120-S) and NJ) for 2008, and they were marked as "final". No other returns were filed after this.

I recently checked the status of the S-corp on the NJ Treasury website, and it shows that the company was actually revoked in 2007(!) for not filing annual reports for 2 consecutive years. This is very strange, because the company continued to operate until 2008, and the "final returns" for 2008 were not questioned.

However, the company was apparently never dissolved. It still has "revoked" status. My then-accountant has passed away in the meantime, so I cannot him why on earth he let this happen.

I now wonder what the potential tax implications are, and whether it makes sense to dissolve the S-corp, or to just leave it as it has been for 10 years. I have no intention of ever conducting a business in NJ again.

In particular, I would like to know:

1) If I want to dissolve the S-corp, I understand that I would first have to reinstate it. Does the minimum entity tax of $500 per year continue to accrue for EVERY year until reinstatement? So if I reinstate it after 30 years, do I really owe $500 for every year (plus interest)?

2) What are the federal tax implications? Would I have had to file 1120-S for every year since 2008, even though the S-corp was revoked? And would I owe the late-filing penalties ($195 per month!!) for all those years?

3) If I just let the S-corp sit there as revoked (i.e. do nothing), will NJ eventually come after me? I would think that by now (8 years after final return was files) I would have heard from them, but maybe they're just really, really slow....?

Any insights are greatly appreciated!