The Internal Revenue Service (IRS) has recently taken the position that in the event a corporation with a single owner (or husband and wife owner in a community property state) is administratively dissolved, it is no longer recognized as a corporation for federal tax purposes. As a result, the default entity classification rules treat the administratively dissolved corporation as a disregarded entity. Under federal tax law, the owner of a disregarded entity is primarily liable for employment taxes on wages paid to its employees. Thus, the IRS takes the position that the owner of a corporation with a single owner that is administratively dissolved becomes primarily liable for employment taxes.

In Missouri, the Secretary of State may administratively dissolve a corporation for the following reasons: (1) failure to file an annual report; (2) failure to pay franchise taxes; (3) failure to maintain a registered agent or office; or (4) for fraud upon the State. The Secretary of State must provide written notice by mail that a corporation is to be administratively dissolved. The corporation has 60 days from the date of the notice to correct the deficiency or explain the situation.