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Chapter 19 Corporate Formation, Reorganization, and Liquidation Copyright © 2015 McGraw­Hill Education. All rights reserved. No reproduction or distribution without the prior written consent of McGraw­Hill Education. 19­1 Learning Objectives 1. Determine the tax consequences of corporate formation 2. Identify the different forms of taxable and tax-deferred acquisitions 3. Determine the tax consequences of a corporate acquisition 4. Determine the tax consequences of a corporate liquidation 19­2 Tax-Deferred Transfers of Property to a Corporation 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 19­3 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. 19­4 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 19­5 ... - tailieumienphi.vn