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Taxpayer Case Summary

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As we learned last week in Chapter 14, a taxpayer does not recognize a gain or loss on the transfer of property to a corporation as long as the transferors have control* of the corporation immediately following the exchange (IRC 351). The taxpayer can transfer virtually any type of property, including cash, inventory, intellectual property (such as a patent), or a building. It’s important, upon corporate formation, that accurate records are kept on what property was used to form the corporation and what its value is. This information is used to establish the shareholder’s basis in the stock as well as the corporation’s basis in the assets contributed, which has particular importance in a corporate liquidation. In theory, the value of the assets contributed will be equal to the value of the corporate stock received; …show more content…

The fair market value of the coffee shop is $250,000. He contributes the coffee shop to 4B's, Inc. in exchange for 25% of the stock in 4B's, Inc. At the same time Frank, Kevin, and Floyd each contribute $250,000 cash in exchange for their 25% ownership in 4B's, Inc. The "control" test is met even though Bob only has 25% control, because in the aggregate, the shareholders have 100% control. Bob's realized gain is $100,000 ($250,000 – $150,000), but that is deferred under IRC 351 so he does not have to recognize that gain at the time of contribution. Rather, Bob will have a carryover basis of $150,000 in his investment in 4B's, Inc. stock. If Bob were to sell the 4B's stock tomorrow for its FMV of $250,000, he would recognize a $100,000 gain at that time. In this example the assumption is that all of the individuals are unrelated. If all the individuals were related either by blood or marriage the control test would be met. In other words, family attribution is considered in determining whether the 80% control test is

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