Determining Tax Consequences of Corporate Liquidation to the Shareholders

Article:  Under Sec. 331, a liquidating distribution is considered to be full payment in exchange for the shareholder’s stock, rather than a dividend distribution, to the extent of the corporation’s earnings...
Published on October 11, 2012

Planning Considerations When Converting a C Corporation to an LLC

Article:  The authors discuss when shareholders should consider a conversion from a C corporation to an LLC. Possible disadvantages are explored, and tax costs and benefits are assessed.
Published on February 01, 2011

Converting a C Corporation into an LLC

Article:  Converting a C corporation into a limited liability company (LLC) allows the C corporation shareholders to continue to have limited liability while acquiring the advantages of passthrough taxation, but the heavy tax cost of the conversion normally will be prohibitive.
Published on January 28, 2011

Fixed-Asset Implications Under the American Taxpayer Relief Act of 2012

Article:  The American Taxpayer Relief Act of 2012 contains many provisions that are favorable to businesses, particularly in the fixed-asset area.
Published on April 30, 2013

Preserving Tax Losses by Avoiding the Wash-Sale Rules

Article:  A taxpayer cannot deduct the loss realized on the sale of stock or securities (including shares in a mutual fund) if the taxpayer purchases substantially identical stock or securities within the period beginning 30 days before and ending 30 days after the sale.
Published on February 29, 2012

Court of Federal Claims Upholds LILO Transaction

Article:  The Court of Federal Claims held that a lease-in, lease-out (LILO) transaction involving a Dutch power plant undertaken by a New York utility company was a valid business transaction that had economic substance.
Published on January 28, 2011

S Corporation Sale of Assets Followed by a Liquidation

Article:  This item focuses on the specific tax implications to the seller of the sale of an S corporation's assets followed by a liquidation or a deemed asset sale followed by a liquidation.
Published on March 11, 2011

Check the Timing of the Check-the-Box Election

Article:  This item describes one such potential trap for the unwary, involving the effective date of a check-the-box entity classification election, and discusses how to address it.
Published on May 14, 2010

Defendant May Claim Improper Diversions of Corporate Funds Were Returns of Capital

Article:  The Supreme Court, reversing  the Ninth Circuit, held that where a taxpayer is charged with criminal tax evasion related to funds he diverted from a corporation for his own use, the taxpayer may claim as a defense that the funds he received were a nontaxable return of capital without proving
Published on May 21, 2010

Supplemental Claims Acceptable Amendment or New Claim

Article:  Whan a taxpayer amends a previously filed refund claim at a time outside the refund statute of limitation period, certain factors dictate whether this supplemental claim is deemed to be an amendment to an existing claim or a new claim.
Published on May 03, 2011

Deferring Shareholder Gain by Distributing Installment Notes

Article:  When a C corporation sells some or all of its assets during the process of liquidation and takes back one or more installment notes as payment, it must recognize, in the year of liquidation, all unrecognized gains on installment receivables distributed to the shareholders (Secs. 336 and 453B(a)).
Published on January 28, 2011

Planning for Current Distributions from an LLC

Article:  LLC distributions most frequently occur when an LLC distributes operating cashflow or refinancing proceeds or liquidates a member’s interests. But distributions can also be used to accomplish the LLC’s tax planning goals.
Published on May 10, 2010

Homeland Security May Contact U.S. Persons Living Abroad Who Owe Back Taxes

Article:  The IRS has established procedures to facilitate tax collection from taxpayers who live outside the United States, including submitting identifying taxpayer information to a database maintained by the Department of Homeland Security.
Published on June 30, 2012

Double-Tax Trap in a Sec. 338(h)(10) Transaction

Article:  When a corporate buyer purchases the stock of a target corporation from a selling consolidated group, Sec. 338(h)(10) offers the opportunity for the Buyer to obtain a step-up in basis for the assets owned by Target.
Published on March 18, 2013

Effect of Debt Recharacterization on Worthless Securities Deductions

Article:  The IRS recently addressed concerns that the recharacterization of intercompany debt as common equity might prevent a worthless securities deduction.
Published on January 28, 2011