PURPOSE: This rule sets out the policy of the Office of the Secretary of State regarding the tax year for franchise tax purposes.

1. (1) A corporation’s franchise tax year shall begin on the same day as its tax year for federal income tax purposes, except that in its initial year of incorporation, or if a foreign corporation, its first year of qualification to do business in Missouri, its tax year shall be deemed to begin on the first day of incorporation or qualification to do business in Missouri. The corporation’s first franchise tax report shall be due on the fifteenth day of the fourth month after the date of incorporation or qualification. The corporation shall notify the secretary of state on its first corporate annual report if its tax year begins on a day other than its date of incorporation or qualification. Thereafter, its franchise tax report will be due on the fifteenth day of the fourth month of its tax year.

2. (2) A corporation may file a franchise tax report for a period of less than one (1) year (a short period) under the following circumstances:

   1. (A) The corporation notifies the secretary of state that the beginning of its fiscal year is different from its date of incorporation or qualification as described in section (1) of this rule; or
   2. (B) The corporation notifies the secretary of state that it has changed its fiscal year for federal income tax purposes; or
   3. (C) The corporation merges with another corporation and ceases its separate corporate existence on a date other than the last day of its fiscal year; or
   4. (D) The corporation obtains a certificate of termination pursuant to section 351.522, RSMo, on a date other than the last day of its fiscal year; or
   5. (E) A foreign corporation obtains a certificate of withdrawal pursuant to section 351.596, RSMo, on a date other than the last day of its fiscal year.
3. (3) If a short period report must be filed because of subsection (2)(A) or (B) of this rule, the report shall be based on the financial condition of the corporation on the first day of its new fiscal year as reported to the secretary of state. The tax due shall be prorated for the number of months between the end of the corporation’s tax year in the records of the secretary of state and the beginning of its new tax year as reported to the secretary of state.
4. (4) If a short period report must be filed because of subsection (2)(C), (2)(D) or (2)(E) of this rule, the report shall be based on the financial condition of the corporation on the first day of the tax year in which it ceases its separate corporate existence or obtains a certificate of termination or obtains a certificate of withdrawal. The tax due shall be prorated for the number of months between the end of the corporation’s tax year and the date the corporation ceases its separate corporate existence or obtains a certificate of termination or obtains a certificate of withdrawal. If the date the corporation ceases its separate corporate existence or obtains a certificate of termination or obtains a certificate of withdrawal falls on or before the fifteenth day of the month, that month shall not be included in the calculation. If the date the corporation ceases its separate corporate existence or obtains a certificate of termination or obtains a certificate of withdrawal falls after the fifteenth day of the month, that month shall be included in the calculation as a full month. Taxes due for a short period under subsection (2)(C), (2)(D) or (2)(E) of this rule must be reported and paid prior to the date of the corporation ceases its separate corporation existence or obtains a certificate of termination or obtains a certificate of withdrawal.
5. (5) In no event may a franchise tax report be prorated for a partial month.
6. (6) No corporation may file a short period report based solely on the filing of a petition under the bankruptcy laws of the United States.

7. (7) Examples.

   1. (A) Example 1: XYZ Corporation files its Articles of Incorporation with the Missouri secretary of state on June 1. The secretary of state assigns XYZ Corporation a fiscal year beginning June 1 and ending May 31. The initial franchise tax report (and corporation annual report) are due September 15. On its initial corporation annual report, XYZ Corporation notifies the secretary of state that its tax year will be a calendar year. XYZ Corporation prepares its initial franchise tax report based on its financial condition on June 1, and prorates its payment for the period June 1 through December 31. Its next franchise tax filing is due on April 15 for the calendar year. Each succeeding year’s report is due on April 15.
   2. (B) Example 2: ABC Corporation and DEF, Inc. intend to merge effective April 12. Both are calendar year taxpayers. DEF, Inc. will be the survivor and ABC Corporation will cease to exist as a separate corporation on April 12. ABC must pay its franchise tax on or before the merger date based on its January 1 financial condition, prorated for three
8. (3) months (total tax for year times 3/12). DEF’s franchise tax report, and tax for the full year is due on or before April 15. Note: If the merger date were changed to April 18, ABC’s franchise tax would be prorated for four (4) months.

AUTHORITY: section 147.120.9, RSMo Supp. 1997.* This rule previously filed as 15 CSR 30-150.140. Original rule filed Sept. 18, 1995, effective March 30, 1996. Amended: Filed Oct. 21, 1998, effective April 30, 1999. Changed to 12 CSR 10-9.170, effective Jan. 1, 2000. *Original authority: 147.120, RSMo 1939, amended 1943, 1945, 1969, 1979, 1982, 1983, 1987, 1992, 1995.