Liquidating vs nonliquidating distributions parnterships

The Portfolio also discusses the tax treatment of liquidations before the repeal of that doctrine.

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Instead of paying a dividend (in the case of a C corporation) or a distribution (for an S corporation) in cash, you may be tempted to distribute property (car, computer, etc.) out of the corporation. If an S corporation distributes appreciated property to its shareholders, the difference between the fair market value and the property's basis will result in a gain that will be passed through to the shareholders. (an S corporation) owns a truck that was purchased for ,000.

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Addressing liquidations of subsidiaries under §332 (where the parent corporation owns at least 80% of the stock of the subsidiary) as well as liquidations of corporations that do not qualify under §332, the Portfolio considers the tax consequences to both the liquidating corporation and its shareholders. D., The Ohio State University Moritz College of Law; LL. Taxation, Georgetown University Law Center; Former Law Clerk to Hon.

the security was contributed to the partnership by such partner, except to the extent that the value of the distributed security is attributable to marketable securities or money contributed (directly or indirectly) to the entity to which the distributed security relates, such partner’s distributive share of the net gain which would be recognized if all of the marketable securities of the same class and issuer as the distributed securities held by the partnership were sold (immediately before the transaction to which the distribution relates) by the partnership for fair market value, over such partner’s distributive share of the net gain which is attributable to the marketable securities of the same class and issuer as the distributed securities held by the partnership immediately after the transaction, determined by using the same fair market value as used under clause (i).

interests in or derivative financial instruments (including options, forward or futures contracts, short positions, and similar financial instruments) in any asset described in any other subclause of this clause or in any commodity traded on or subject to the rules of a board of trade or commodity exchange, The term “eligible partner” shall not include the transferor or transferee in a nonrecognition transaction involving a transfer of any portion of an interest in a partnership with respect to which the transferor was not an eligible partner.

The consequences of distributions to the shareholders and the corporation are discussed further.

Shareholders in an S corporation must keep careful track of their tax basis.


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