The IRS May Collect the Tax Debt of a Company’s Predecessor from the Successor Corporation, when the Successor Corporation Is Essentially the alter ego of Its Predecessor

When an Illinois Corporation went out of business on March 12, 2009 without paying all of its payroll taxes, a successor corporation began operating in the same physical location. The successor corporation purchased all of its predecessor’s assets, hired its employees, used its website and phone number and pursued the same line of business. In addition, the president of the predecessor corporation continued to play a leading role in the successor corporation. The IRS treated the successor corporation as the continuation of the predecessor and levied $400,000 of the successor corporation’s assets. The Seventh Circuit relied on the state law and affirmed the district court’s ruling which had concluded that the successor corporation was the continuation of the predecessor’s business operations. The 7th Circuit issued its ruling on December 16, 2016 in Eriem Surgical Inc. v. U.S.; 7th Circuit; No. 14-3540.