I opened an S corp with the intention of having a business partnership. Before it got off the ground we had a falling out and never started. I never filed corporate minutes or a number of other things and received a notice, approx a year after filing my articles of incorporation though a .com, saying that my corp was suspended. I never did anything with it until five years later when i realized my corp was technically still open and I was being charged the 800 annual income tax minimum in CA . I had a cpa close the corp and file returns for the previous 5 years. I have been receiveing bills from the CA FTB for the back taxes. So far they have been addressed to the corp and not me personally. Will I have to pay these or will the corporate veil protect me. Can the FTB seize my personal bank accounts and property. The corp never did one penny of business and never had any accounts, employees or assets? Thank you in advance for any advice.

“ I never did anything with it until five years later when i realized my corp was technically still open and I was being charged the 800 annual income tax minimum in CA . “------> Correct. In CA, S corps are subject to the minimum tax. Minimum tax is the amount you must pay by the first quarter of each accounting period whether the corporation is active, operates at a loss, or does not do business. When a California corporation is suspended, the corporation has lost all of its rights and privileges and cannot legally operate. Technically, the corporation is required to close its doors, and to stop all business related activity. Every corporation formed in California is registered with the California Secretary of State's office, assigned a corporate identification number, and is required to file an annual Statement of Information of Officers and Directors with the California Secretary of State. In addition, every California corporation is required to file an annual tax return with the Franchise Tax Board and to remit payment of the $800 minimum franchise tax, even if the California corporation didn't engage in a single business activity. The Secretary of State will suspend a California corporation if the corporation fails to timely file the required annual Statement of Information of Officers and Directors with the $25 filing fee. Failure to file the Statement of Information of Officers and Directors on time may also result in a $250 late fee. If the Statement of Information remains unpaid, the Franchise Tax Board may also impose additional penalties and interest on the past due filing fee.
“ I have been receiveing bills from the CA FTB for the back taxes. So far they have been addressed to the corp and not me personally. Will I have to pay these or will the corporate veil protect me.”------> If you actually "closed" your S corp business five years ago and didn't submit your annual filings( as you didn’t do any biz with the S corp) since then, I suspect that California would have already "administratively dissolved" the corporation. I guess you need to find out when it was terminated or administratively dissolved and then tell the franchise board you didn't do any business since then. Perhaps you will have to pay back franchise taxes from 2007 to the point where the corporation's status was revoked by the state.I am to assume that the FTB will attmept to collect the previous years minimum corp taxes. Also, California may have "administratively dissolved" the corporation; this is something that you should explore. Since you received a notice from the Franchise Tax Board requesting a return or payment for taxes, contact FTB immediately. The FTB may be able to work out a payment arrangement plan with you I guess you need to contact FTB for your Corp. 888.635.0494.
“ Can the FTB seize my personal bank accounts and property. The corp never did one penny of business and never had any accounts, employees or assets?”---===>You may be held personally responsible for your business' tax debT. As said, Your corp is subject to an annual $800 minimum franchise tax if it is doing business in the state, whether your corporation is active, inactive, operating at a loss, or filing a short period return for less than 12 months. If you have a delinquent tax liability with the FTB, CA may record or file a Notice of State Tax Lien at a county recorders office or file it with the California Secretary of State to secure the debt. A lien may encumber your real or personal property. It may prevent you from refinancing, selling, or transferring property through escrow unless the lien is satisfied. In addition, credit bureaus monitor public records for recorded liens and the lien may appear on your credit report. This may prevent you from conducting various financial transactions such as buying property or obtaining additional credit. FTB may record against taxpayers when their tax debts are delinquent. FTB notifies taxpayers 30 days prior to recording the lien. If the taxpayer does not respond, a lien is recorded with the county recorder.

I called the CA FTB after your response. The first lady I spoke with said she thought they would come after me personally and transferred me to FTB accounts receivable for further assistance. The lady there then told me that because I had never had any property or money exchanged with the corporation that I bear no personal responsibility or liability. She also said that even though I filed a final return and dissolution the s corp would continue to be charged penalties and 800 annual minimum income tax that I would only have to pay if i wanted to use the corporation though I would continue to receive bills. Should I take any further action?

I really appreciate the time you took to talk to me about this and calling the FTB was excellent advise.

" The lady there then told me that because I had never had any property or money exchanged with the corporation that I bear no personal responsibility or liability. "--->I got you. In general,Personal liability should only attach to you and it depedns. if you guaranteed a debt or did something to assume personal liability (such as act outside the spope of your duties within the S corporation).The "pass through" provisions that allow you to be taxed at your personal tax rate do not sutomatically apply to debt of the corporation