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Lecture Taxation of individuals and business entities 2015 - Chapter 19: Corporate formation, reorganization, and liquidation

The goals of this chapter are: Determine the tax consequences of corporate formation, identify the different forms of taxable and tax-deferred acquisitions, determine the tax consequences of a corporate acquisition, determine the tax consequences of a corporate liquidation. | Chapter 19 Corporate Formation, Reorganization, and Liquidation Learning Objectives Determine the tax consequences of corporate formation Identify the different forms of taxable and tax-deferred acquisitions Determine the tax consequences of a corporate acquisition Determine the tax consequences of a corporate liquidation Section 351 Tax Deferral Requirements Transfer of property - not services alone In exchange for stock of the corporation Receipt of boot triggers gain, but not loss Boot is nonqualifying property received by the shareholder Transferor(s) of property must be in control of the corporation immediately after the transfer Control is 80 percent or more of voting stock and each class of nonvoting stock Tax-Deferred Transfers of Property to a Corporation Receipt of boot triggers gain up to the FMV of the boot Boot is allocated based on the FMV of the properties transferred. The character of gain recognized depends on the nature of the asset transferred on which gain is . | Chapter 19 Corporate Formation, Reorganization, and Liquidation Learning Objectives Determine the tax consequences of corporate formation Identify the different forms of taxable and tax-deferred acquisitions Determine the tax consequences of a corporate acquisition Determine the tax consequences of a corporate liquidation Section 351 Tax Deferral Requirements Transfer of property - not services alone In exchange for stock of the corporation Receipt of boot triggers gain, but not loss Boot is nonqualifying property received by the shareholder Transferor(s) of property must be in control of the corporation immediately after the transfer Control is 80 percent or more of voting stock and each class of nonvoting stock Tax-Deferred Transfers of Property to a Corporation Receipt of boot triggers gain up to the FMV of the boot Boot is allocated based on the FMV of the properties transferred. The character of gain recognized depends on the nature of the asset transferred on which gain is recognized. Tax-Deferred Transfers of Property to a Corporation Contributions to Capital Transfer of property but no stock or other property is received in return Shareholder contribution - carryover tax basis for corporation Nonshareholder contribution - zero tax basis for corporations Shareholder contribution increases the tax basis of the stock Tax-Deferred Transfers of Property to a Corporation Section 1244 Stock Eligibility Small corporation (<$1 million capitalization) and Original shareholder Corporation has an active trade or business Shareholder can deduct up to $50,000 of ordinary loss per year ($100,000 if married joint) from sale of the stock Tax-Deferred Transfers of Property to a Corporation Buyer can purchase either stock or assets in a transaction that is either taxable or tax-deferred to the seller Allows the acquiring corporation to step-up the tax basis of the assets acquired to fair value Stock acquisitions and tax-deferred asset acquisitions Tax basis of the target .