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- Mergers Acquisition of Pass-through Entities: S Corporations . . .
Merger of an “S” or “C” corporation into an LLC, with the LLC surviving is a contribution of assets to the LLC and an assumption of the corporation’s liabilities by the LLC, in exchange for an interest in the LLC, and a distribution of the interest to shareholders in liquidation of their stock under Section 331; gain or loss is the
- TAX ASPECTS OF CORPORATE MERGERS AND ACQUISITIONS
The following outline is intended to acquaint the reader with some of the more important income tax aspects of merger and acquisition transactions among corporations As with any summary, most of the general statements which follow are subject to numerous exceptions and qualifications For example, the tax consequences of a transaction may vary significantly if one or more of the parties is a
- 26 CFR § 1. 1502-13 - Intercompany transactions.
The principal rules of this section that implement single entity treatment are the matching rule and the acceleration rule of paragraphs (c) and (d) of this section Under the matching rule, S and B are generally treated as divisions of a single corporation for purposes of taking into account their items from intercompany transactions
- Corporate Tax Consolidation Rules and Intercompany Transactions
A consolidated return lets an affiliated group of U S corporations compute a single tax liability, yet it introduces complex regulations for stock basis, earnings adjustments, and deferral of gains on intra-group dealings that would otherwise distort taxable income Electing consolidation transforms separate entities into one taxpayer for federal purposes When a parent owns at least eighty
- 4. 3 Transactions Between Parent and Subsidiary - Deloitte
The subsidiary’s status as a VIE (see Section 6 5 for more information) The nature of transactions involving sales of goods between the parent and a subsidiary that has been consolidated under the voting interest entity model (refer to Sections 6 4 through 6 4 2 for a discussion of considerations related to downstream and upstream sales)
- Tax Planning for S Corporations: Mergers and Acquisitions Involving
§ 1 01 INTRODUCTION The tax considerations relating to the sale and purchase of assets by an S corporation or the sale or purchase of the stock of an S corporation are similar to the tax consequences of asset sales and purchases by C corpo-rations and sales and purchases of C corporation stock, with a number of twists and turns thrown in that are unique to S corporations and their shareholders
- Cleaning up intercompany debt - The Tax Adviser
Cleaning up intercompany debt An intercompany loan between related corporations may be recharacterized as an equity contribution by the companies’ shareholders, resulting in a constructive dividend to the shareholders This article focuses on a recent Tax Court case involving the proper characterization of purported intercompany loans between two S corporations
- Tax Implications of Merging Two S-Corps With Different Fiscal Year-Ends . . .
In short, merging two S corporations with different fiscal year-ends is not a mere administrative consolidation It is a high-stakes exercise in tax engineering, calendar management, and governance
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