the question is whether a 966 needs to be filed at all. if so it's filed separately from the 1120
per the instructions
A corporation must file Form 966 if it( adopts a resolution or plan to dissolve the corporation or liquidate any of its stock.
In typical scenarios of voluntary liquidation, the company’s board of directors, or other ownership, initiate a liquidation resolution. This resolution to cease the company’s operations and begin liquidation is enacted when approved by shareholders in a vote. This is where shareholders can liquidate a company. As such, while shareholders might not be the ones who initiate the decision to liquidate a company, it is there choice whether to begin liquidating or not.
my guess is no such resolution was adopted. you have an administrative liquidation for failure to pay franchise taxes. quite common when there are no assets and therefore no funds to pay for the annual fees and really no reason to keep it alive.
if you did adopt such a resolution then to the 966 you must attach a certified copy of the resolution or plan and all amendments or supplements not previously filed. I kind of doubt you have one since this would require a written plan approved by the a majority of the shareholders. board of directors and certified by an officer
no plan or resolution no 966.
just a final return. so the IRS doesn't bug you.
as for the possibility of reinstating corp by paying those fees. that may work at the state level but most likely the IRS has canceled the EIN and for liability protection starting a new corp may be best.
