There are a number of administrative rules that businesses have to comply with. This can create administrative headaches for businesses–particularly small businesses.
The requirement for annual maintenace of state corporate status is an example. Businesses, particularly small businesses, often fail to meet annual state filing requirements. The result is that their corporate powers are limited. They then have to reinstate the entity, which in itself is another hassle.
State laws allow for businesses to retroactively fix these issues when there is a problem, so this is not a “gotcha” situation for them. But what about the IRS? Consider the example where the taxpayer owes the IRS and asserts is right to a collection due process hearing. Can the IRS have the hearing and then when the taxpayer petitions the tax court coming out of that hearing, not be able to bring suit in tax court due to state compliance issues?
The court addressed this fact patterin in Arbor Vita Corp. v. Commissioner, 166 T.C. No. 5. The corporation filed its tax court petition within the 30-day window while its California status was suspended, and eventually revived that status — but only months after the filing window for tax court had closed.
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Facts & Procedural History
The taxpayer was a California corporation. It was formed in 1998. The California FTB suspended the corporation for failure to file certain California state tax returns. The business was legally disabled under state law.
For tax year 2017—several years earlier—the IRS had separately determined that the corporation failed to pay its unemployment tax liability. The IRS also assessed a civil penalty under tax code Section 6721 for the corporation’s failure to file Forms W-2, Wage and Tax Statement, with the Social Security Administration. These payroll tax disputes — employment taxes and associated reporting penalties — represent one of the more common types of federal liability that arise when a business is struggling to keep up with its obligations.
The IRS filed a notice of federal tax lien (“NFTL”) against the corporation. The corporation contested the lien filing by timely requested and participated in a collection due process (“CDP”) hearing before the IRS Independent Office of Appeals. Appeals sustained the lien filing in a Notice of Determination in 2025.
The corporation then filed a petition in the U.S. Tax Court — within the 30-day window. Its California corporate status remained suspended at that point. The FTB did not issue a Certificate of Revivor until more than five months after the Notice of Determination issued and well after the 30-day filing window had closed. The IRS moved to dismiss the tax court proceeding for lack of jurisdiction on the ground that the corporation lacked the capacity to maintain the proceeding.
Taxpayer Collection Due Process Rights
When the IRS pursues collection of unpaid tax debts through a federal tax lien or levy, the tax code gives taxpayers the right to contest that collection action before it proceeds. This is a fundamental right that is intended to satisfy the Constitutional right to be heard prior to taking of property.
Section 6330 requires the IRS to provide notice and an opportunity for a CDP hearing before the IRS Office of Appeals. At that hearing, the taxpayer can challenge the appropriateness of the collection action, contest the existence or amount of the underlying liability in certain circumstances, and raise collection alternatives such as installment agreements or offers in compromise.
Appealing IRS collection actions through the CDP process is often a great way to pause collection activity and negotiate a resolution. Section 6320 governs CDP rights in the context of tax liens. Section 6330 covers levies. Both sections provide for judicial review of an adverse determination by Appeals, but both also require a timely petition.
The 30-Day Window to Petition the Tax Court
If the case is not resolved in the taxpayer’s favor, generally, the administrative portion of the CDP hearing ends when the IRS issues a Notice of Determination.
After the IRS issues a Notice of Determination sustaining a collection action, the taxpayer has 30 days to file a petition for review in the U.S. Tax Court. This deadline comes from Section 6330(d)(1). Missing the window has historically meant no further judicial review, and the IRS can proceed with its collection activity.
For many years, courts treated the 30-day deadline as jurisdictional for the tax court. A jurisdictional deadline is one whose violation deprives the court of all authority to hear the case — no exceptions, no equitable relief. Missing it was fatal, full stop. That framework changed in 2022.
In Boechler, P.C. v. Commissioner, 142 S. Ct. 1493 (2022), the Supreme Court held that the Section 6330(d)(1) deadline is not jurisdictional. It is an ordinary, nonjurisdictional deadline subject to equitable tolling. The distinction matters. A nonjurisdictional deadline may be extended in appropriate cases where the taxpayer demonstrates diligence and extraordinary circumstances outside its control. We’ll address it further below, but the Boechler decision also has a downstream effect on the corporate capacity question in this case.
Corporate Capacity: Tax Court Rule 60(c)
Before getting into Boechler further, we have to consider tax court Rule 60.
The U.S. Tax Court is a court of limited, legislatively granted jurisdiction. It often notes its own limitations in cases–even though other courts who review its cases on appeal do not always agree that the tax court’s jurisdiction is so narrrow. But even then, the tax court can only hear cases that Congress has specifically authorized.
This brings us to Tax court Rule 60(c). This rule provides that the capacity of a corporation to engage in litigation before the court is determined by the law under which the corporation was organized. For a California corporation, California law governs the capacity question — not federal law. Like most other states, a corporation that lacks legal standing under California law at the time the jurisdictional or filing requirements are met cannot maintain a proceeding in the tax court.
Equitable Tolling for a Timely-Filed Petition
This brings us back to this case. The taxpayer filed its petition in late April of 2025. Its California corporate status was suspended at that time. The 30-day window under Section 6330(d)(1) expired in early April 2025 — 30 days after the March 2025 Notice of Determination.
When that window closed, the IRS acquired a statute of limitations defense. The corporation did not revive its California status until September of 2025, more than five months after the deadline had passed.
Following Boechler, the suspension at the time of filing did not automatically bar the petition, because Section 6330(d)(1) is a nonjurisdictional, procedural deadline. California’s relation-back doctrine could theoretically apply. The problem was Section 23305a. Retroactively validating the petition at that point would directly prejudice the Commissioner’s limitations defense — a defense that had fully accrued before revival occurred. The tax court declined to override that accrued defense.
The taxpayer argued that California courts have allowed retroactive validation of a notice of appeal filed by a suspended corporation. The tax court rejected this analogy on two grounds. First, an expired statute of limitations constitutes an accrued defense under Section 23305a, whereas the expiration of a time limit for filing a notice of appeal does not carry the same defense-accruing effect under California law. Second, the tax court noted that it is not an appellate court. The Supreme Court has characterized the tax court’s role as closely resembling that of the federal district courts and not as an appellate tribunal. There was no principled basis for treating a tax court petition as a notice of appeal, and the court declined to create one.
As a fallback argument, the taxpayer asked the tax court to apply equitable tolling to the 30-day deadline. Because Boechler established that the deadline is nonjurisdictional, it would seem that equitable tolling is available under Section 6330(d)(1). To obtain it, a taxpayer only has to show that it pursued its rights diligently and that extraordinary circumstances outside its control prevented it from filing on time.
The court disposed of this argument with a simple observation: equitable tolling extends a deadline that was missed. The taxpayer here did not miss the deadline. It filed its petition on time. There was no extension to grant. The taxpayer’s problem was not that it filed late — it was that it filed without legal capacity, and its revival came after the window closed. Equitable tolling has no mechanism to address that circumstance because there is no expired deadline to extend.
But with that said, is this a moot issue? Can the taxpayer can simply file a second petition now, and again assert equitable tolling? It would seem that this is the remedy and could put the matter before the court again.
The Takeaway
The outcome in this case shows that there is a convergence of California corporate law and federal tax procedure that can catch even well-advised businesses by surprise. The Boechler decision created genuine flexibility for California corporations that file timely CDP petitions while suspended — so long as revival occurs before the 30-day window closes. According to this case, the moment the window expires before revival, that flexibility disappears. The IRS acquires an accrued limitations defense, and California’s Section 23305a gives that defense protection against retroactive override. For any California business simultaneously dealing with state tax compliance failures and federal collection actions, these two clocks run concurrently and entirely independently of each other. Resolving the state compliance problem first — or at minimum within 30 days of an adverse CDP determination — is not advisable. This can help avoid having to file multiple tax court petitions.
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