Corporate Formations and Capital Structure (Day 2)

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Presentation transcript:

Corporate Formations and Capital Structure (Day 2) Chapter Corporate Formations and Capital Structure (Day 2)

Next Class Read pages 2-27 through 2-36 in Prentice Hall textbook Problems C2-44, C2-45, C2-47, C2-49, C2-51, C2-52

Transfers to Corporations in Exchange for Stock IRC §351 Exchanges

IRC §351 Tests Three tests for IRC §351 treatment: Property transferred to corporation Solely in exchange for corporation’s stock Control requirement Transferee corporation must not be an Investment company [IRC §351(e)] Problem C2-32

Shareholders/Transferors General rule: Realized gains (losses) are not recognized [IRC §351(a)] Receipt of boot [IRC §351(b)] Does not disqualify the transaction Gain (but not loss) is recognized to the extent of boot received Separate properties approach [Rev. Rul. 68-55 ]

Shareholders/Transferors Basis of any other property received is its fair market value [IRC §358(a)(2)] Basis of stock received [IRC §358(a)(1)] Basis of property given up − FMV of other property received − Cash received + Gain recognized Basis of stock received

Corporation Gain (loss) not recognized [IRC §1032(a)] Boot paid is treated like any other corporate distribution with respect to stock [IRC §351(f)] Generally, no gain (loss) recognized [IRC §311(a)] Gain recognized on distributions of appreciated property [IRC §311(b)]

Corporation Basis of property received equals the transferor’s basis in the property plus any gain transferor recognized [IRC §362(a)] Depreciation recapture potential carries over [IRC §1245(b)(3) and IRC §1250(d)(3)] Depreciation must be calculated based on the same methods and recovery periods used by the transferor [IRC §168(i)(7)]