Broker and/or title company did not file the closing forms with state and we no longer have the records of sale as so much time has passed. FTB is looking to collect $800 + penalties and late fees for the past 8 years. This is the first time that we received letters from them... Why did FTB not approach us in 2005 or 2006? Can they wait that long???? What can we do? We filed the required "zero" returns as requested but they still want payment. Do we have options?
As Mr. Doland has pointed out, the minimum franchise taxes are owed by the LLC, not by you personally. So if the fees are not paid, the entity is supended. You do not have a personal liability. So your option is to not use the entity and let it "die."
The 1st place to look is your sale documents. and if you didn't save copies,see if you can get them from the broker or title company. It sounds like this was a real estate deal if there was a "broker and/or title company" involved, and your RE agents would have owed you "fiduciary duties in this transaction, so you may have a cause of action for indemnity against them if they performed negligently.
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If you sold the LLC in 2004, you can pass the FTB letters on to the new owners.
If you bought the LLC in 2004 and are the owner(s), then you can either pay the minimum annual FTB fee or if the company has no assets or activity, you can allow it to become suspended. The tax is owed by the entity, not the owners.
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Let's be clear here -- did you sell the LLC or did the LLC sell it's business assets? The answer to this question makes a big difference.....so please put forward additional facts.
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