EA2 Unit 13.1-13.2 Corporate Formation

Choose a study mode

Play Quiz
Study Flashcards
Spaced Repetition
Chat to Lesson

Podcast

Play an AI-generated podcast conversation about this lesson

Questions and Answers

A sole proprietor incorporates their business, contributing both capital assets and Section 1231 property. How is the holding period determined for the shares received in exchange?

  • The holding period is determined by the asset with the longest holding period.
  • Each share receives a single holding period based on the average of the assets contributed.
  • The holding period is determined by the asset with the shortest holding period.
  • Each share has a split holding period, reflecting the different assets contributed. (correct)

A shareholder contributes services in exchange for stock in a newly formed corporation. How is the shareholder's basis in the stock determined?

  • The shareholder's basis is equal to the fair market value of the stock received. (correct)
  • The shareholder has no basis in the stock received for services.
  • The shareholder's basis is the greater of the adjusted basis of the services or the fair market value of the stock.
  • The shareholder's basis is equal to the adjusted basis of the services provided.

A corporation receives property from a shareholder in exchange for stock. The shareholder recognizes a gain on the transfer. How does the corporation determine its basis in the property?

  • Fair market value of the property at the time of transfer.
  • Adjusted basis in property to shareholder; the gain is irrelevant.
  • Adjusted basis in property to shareholder plus the gain recognized by the shareholder. (correct)
  • Adjusted basis in property to shareholder less the gain recognized by the shareholder.

A corporation receives equipment with a built-in loss (adjusted basis exceeds fair market value) from a shareholder in exchange for stock. What is the corporation's basis in the equipment for depreciation purposes?

<p>The fair market value of the equipment at the time of the exchange. (B)</p> Signup and view all the answers

Under Section 351, what condition must be met immediately after the exchange to qualify for nonrecognition of gain or loss on property transferred to a corporation?

<p>The transferors must collectively control the corporation, owning 80% or more of the voting stock and 80% or more of each class of nonvoting stock. (A)</p> Signup and view all the answers

Which of the following is not considered property for the purposes of Section 351?

<p>Services (B)</p> Signup and view all the answers

When stock is exchanged for services, how is the value of the stock treated for income tax purposes?

<p>The fair market value (FMV) of the stock is included in gross income. (A)</p> Signup and view all the answers

Which characteristic would disqualify preferred stock from being counted towards the 80% ownership test in a Section 351 exchange?

<p>The holder has the right to require the issuer to redeem the stock. (D)</p> Signup and view all the answers

Which of the following scenarios would be considered a transfer of 'property' under Section 351?

<p>A building is transferred to the corporation in exchange for stock. (D)</p> Signup and view all the answers

A taxpayer transfers an asset with a basis of $20,000 to a corporation solely for stock worth $30,000 in a Section 351 exchange. What amount of gain should the taxpayer recognise?

<p>$0 (C)</p> Signup and view all the answers

Regarding Section 351 property exchange for stock in a corporation, what is required to be attached to the tax returns?

<p>A statement of all facts relevant to the exchange. (B)</p> Signup and view all the answers

A shareholder contributes property to a corporation in exchange for stock and cash (boot). The property has a basis of $30,000 and a fair market value of $50,000, and the shareholder receives $10,000 in cash. What is the shareholder's recognized gain?

<p>$10,000 (C)</p> Signup and view all the answers

If the fair market value (FMV) of property received in an exchange cannot be ascertained, what value should be used?

<p>The FMV of the property given up. (B)</p> Signup and view all the answers

What percentage of stock must a shareholder hold immediately after a Section 351 transaction to potentially maintain the same basis in transferred property?

<p>At least 80% (A)</p> Signup and view all the answers

In a Section 351 transaction, which of the following factors could affect the corporation's basis in the property received?

<p>The shareholder's original cost of the property and the amount of boot received. (D)</p> Signup and view all the answers

Shareholder A contributed land in exchange for 90% of stock. Shareholder also receives cash. How is the cash treated in determining the corporation's basis in the land?

<p>It increases the corporation's basis in the land. (B)</p> Signup and view all the answers

If a shareholder contributes property to a corporation in a Section 351 exchange and receives both stock and cash (boot), how does the boot affect the shareholder's recognized gain?

<p>The shareholder recognizes gain to the extent of the boot received. (C)</p> Signup and view all the answers

A shareholder transfers property with a basis of $50,000 and a fair market value of $80,000 to a corporation in a Section 351 exchange. The shareholder receives stock worth $60,000 and cash of $20,000. What is the shareholder's recognized gain?

<p>$20,000 (D)</p> Signup and view all the answers

In an exchange transaction, Jesse Jenkins transferred land worth $50,000 to his 80 percent controlled corporation for additional stock of the corporation worth $20,000 and cash of $20,000. The basis of the property to him was $15,000 and was subject to a $10,000 mortgage which the corporation assumed. Jenkins must report a gain of:

<p>$20,000 (D)</p> Signup and view all the answers

Mr. Smith transferred a building that had an adjusted basis of $50,000 and a fair market value of $105,000 to XYZ Corporation in exchange for 100% of XYZ's stock and $10,000 cash. The building was subject to a mortgage of $20,000, which XYZ assumed for valid business reasons. The fair market value of the stock on the date of the transfer was $75,000. What are the amounts of Smith's realized gain and recognized gain?

<p>Realized $55,000 Recognized $10,000 (D)</p> Signup and view all the answers

Andrew transferred an office building that had an adjusted basis of $180,000 and a fair market value of $350,000 to Barry Corporation in exchange for 80% of Barry's only class of stock. The building was subject to a mortgage of $200,000, which Barry assumed for valid business reasons. The fair market value of the stock on the date of the transfer was $150,000. What is the amount of Andrew's recognized gain?

<p>$20,000 (C)</p> Signup and view all the answers

Ms. D transferred the following assets to Corporation E: Adjusted Basis Fair Market Value Cash $1,000 $1,000 Equipment 2,000 1,500 Land 4,500 6,000 In exchange, Ms. D received 51% of E's only class of outstanding stock. The stock had no established value. What is Corporation E's total basis in all the assets received, assuming that Ms. D recognized the correct amount of gain on the exchange?

<p>$8,500 (B)</p> Signup and view all the answers

Hank transfers land with an adjusted basis of $500,000 to Handy Hank's, Inc. In exchange, he receives shares of stock with a fair market value of $300,000 and cash in the amount of $175,000. Hank owns 51% of all the outstanding stock of Handy Hank's, Inc., immediately after the transfer. What is Hank's deductible loss on the transaction, if any?

<p>$0 (B)</p> Signup and view all the answers

Jack transferred property having an adjusted basis of $42,000 and a fair market value of $50,000 to Corporation X. In exchange for the property, he received $5,000 cash, an automobile having an adjusted basis of $6,000 and a fair market value of $10,000, and 80% of Corporation X's only class of stock. At the time of the transfer, the Corporation X stock that Jack received had a fair market value of $35,000. What is the amount of Jack's recognized gain?

<p>$8,000 (B)</p> Signup and view all the answers

Sam owns 100% of M Corporation's single class of stock. Sam transfers land and a building having a $30,000 and $100,000 adjusted basis, respectively, to M Corporation in exchange for additional M Corporation common stock worth $200,000 and Q Corporation stock worth $20,000. The Q Corporation stock had a $5,000 basis on M Corporation's books. Peter transfers $50,000 in cash for 15% of the M Corporation common stock. What amount of gain or loss is recognized by Sam and M Corporation on the exchange?

<p>Sam $20,000 M Corporation $15,000 (B)</p> Signup and view all the answers

In a Sec. 351 transaction, Mr. Biller transferred assets with an adjusted basis of $76,000 and a fair market value of $80,000 to Bay View Corporation in exchange for its capital stock with a fair market value of $72,000. Bay View Corporation also assumed a liability from Mr. Biller of $81,000. What is Mr. Biller's recognized gain?

<p>$5,000 (A)</p> Signup and view all the answers

Sarah acquired 90% of Fast Corporation's shares in exchange for consulting services worth $85,000. The fair market value of 90% of Fast Corporation's shares is $93,500. How much income does Sarah recognize?

<p>$93,500 (B)</p> Signup and view all the answers

Anthony, Bill, and Chester decided to form Paradise Corporation. Anthony transferred property with an adjusted basis of $35,000 and a fair market value of $44,000 for 440 shares of stock. Bill exchanged $33,000 cash for 330 shares of stock. Chester performed services valued at $33,000 for 330 shares of stock. The fair market value of Paradise Corporation's stock is $100 per share. What is Paradise's basis in the property received from Anthony?

<p>$44,000 (D)</p> Signup and view all the answers

Mr. L transferred the following assets and liabilities to Corporation K: Adjusted Basis | Fair Market Value Building $10,000 | $60,000 Mortgage on building 40,000 | 40,000 Truck 5,000 | 10,000 Machine 20,000 | 15,000 In the exchange, Mr. L received 95% of K's only class of outstanding stock. What is K's total basis in the assets received, assuming that Mr. L properly recognized the true amount of gain on the exchange?

<p>$40,000 (C)</p> Signup and view all the answers

Ms. R transferred property with an adjusted basis of $35,000 and a fair market value of $40,000 to Rain Corporation in exchange for 60% of Rain Corporation's only class of stock. At the time of transfer, the stock Ms. R received had a fair market value of $45,000. What is Rain Corporation's basis in the property after the exchange?

<p>$45,000 (D)</p> Signup and view all the answers

Section 351 requires that no gain or loss be recognized if property is transferred to a corporation by one or more persons solely in exchange for stock in the corporation

<p>True (A)</p> Signup and view all the answers

Stock exchanged for services is counted toward the 80%-ownership

<p>False (B)</p> Signup and view all the answers

To the extent the shareholder receives the corporation's stock solely in exchange for property, nonrecognition is required.

<p>True (A)</p> Signup and view all the answers

The shareholder recognizes gain realized to the extent of money and the FMV of other property received in the exchange.

<p>True (A)</p> Signup and view all the answers

The corporation recognizes no gain on exchange of its stock for property (including money).

<p>True (A)</p> Signup and view all the answers

The shareholder recognizes gain realized to the extent of money and the [blank] of other property received in the exchange.

<p>FMV</p> Signup and view all the answers

Flashcards

Redemption right

The issuer or a related person can buy back the stock if likely exercised on issue date.

Variable dividend rate

Dividend rate changes based on interest rates or commodity prices.

Sec. 351 exchange

Tax-free exchange of property for stock if only stock is received.

Realized gain vs. recognized gain

Gain may be realized but not recognized if conditions are met.

Signup and view all the flashcards

Disparate value

Difference in fair market value of exchanged assets doesn't instantly cause gain recognition.

Signup and view all the flashcards

Boot in exchanges

Any cash or property other than stock received in an exchange leads to taxable gain.

Signup and view all the flashcards

FMV determination

Fair market value of property given is used when FMV of received property is unclear.

Signup and view all the flashcards

Gain recognition

Shareholder must recognize gain to the extent of money or other property received.

Signup and view all the flashcards

Corporate Formation

The process of creating a corporation by transferring assets for equity or debt.

Signup and view all the flashcards

Section 351

A tax provision allowing no recognition of gain or loss when transferring assets for stock.

Signup and view all the flashcards

Recognized Gain or Loss

The profit or loss acknowledged during a transaction; not recognized under certain exchanges.

Signup and view all the flashcards

Control

Ownership of 80% or more of the voting power and shares of stock.

Signup and view all the flashcards

Nonqualified Preferred Stock

Stock that does not count for the 80% ownership test and is treated as boot.

Signup and view all the flashcards

Fair Market Value (FMV)

The estimated market price at which an asset would trade on the open market.

Signup and view all the flashcards

Tax Consequences

The tax implications resulting from asset transfers to a corporation.

Signup and view all the flashcards

Split Holding Period

The period used to determine capital gains when incorporating a business.

Signup and view all the flashcards

Boot Basis

The basis of boot equals its fair market value in an exchange.

Signup and view all the flashcards

Basis of Shareholder in Stock for Services

The shareholder's basis in stock received for services equals its fair market value.

Signup and view all the flashcards

Initial Carryover Basis for Corporation

The initial basis of property for a corporation is adjusted carryover from the shareholder.

Signup and view all the flashcards

Tacked Holding Period

The holding period of an asset is tacked onto the shareholder's period when exchanging property.

Signup and view all the flashcards

Sec. 351 transaction

A tax-free exchange where property basis follows the transferor's if >80% stock held.

Signup and view all the flashcards

Basis of Property Acquired

The basis of property received is the same as the shareholder's basis after a Sec. 351 exchange.

Signup and view all the flashcards

Cash Boot in Sec. 351

Any cash received during a Sec. 351 transaction is considered boot and may affect gain recognition.

Signup and view all the flashcards

Majority Shareholder

A shareholder who holds >80% of stock after transaction, influencing tax treatment in exchanges.

Signup and view all the flashcards

Transferor's basis

The transferor's basis in property determines how basis is calculated for the property acquired in an exchange.

Signup and view all the flashcards

Jesse Jenkins's gain

Jesse recognized a gain of $20,000 in an exchange due to cash and stock received.

Signup and view all the flashcards

Mr. Smith's realized gain

Mr. Smith realized a gain of $55,000 when transferring property, including stock, mortgage, and cash.

Signup and view all the flashcards

Andrew's recognized gain

Andrew recognized a gain of $20,000 when transferring property exceeding the property's basis.

Signup and view all the flashcards

Ms. D's total basis

Corporation E's total basis in assets is $8,500, as Ms. D recognized gain on transfer.

Signup and view all the flashcards

Stock basis adjustments

Stock basis is adjusted down by cash and certain values received but not by treated dividends.

Signup and view all the flashcards

Hank's deductible loss

Hank recognized no deductible loss on a property transfer due to control rules.

Signup and view all the flashcards

Jack's recognized gain

Jack recognized an $8,000 gain from his property exchange due to additional cash and car.

Signup and view all the flashcards

Price Corporation's gain on exchange

Price Corporation recognized no gain from its stock exchange for land, under Section 1032.

Signup and view all the flashcards

Sam's gain from Q Corporation stock

Sam recognized a $20,000 gain upon transferring property for stock due to excess value.

Signup and view all the flashcards

Mr. Biller's recognized gain

Mr. Biller recognized a gain of $5,000 from the transfer of property and liability.

Signup and view all the flashcards

Sarah's recognized income

Sarah recognizes $93,500 as income from shares issued for services.

Signup and view all the flashcards

Anthony's basis in property

Paradise Corporation's basis in Anthony's property is $44,000 due to non-qualifying transfer.

Signup and view all the flashcards

Rain Corporation's basis in property

Rain Corporation's basis in property after exchange is $45,000 due to Ms. R's recognized gain.

Signup and view all the flashcards

Cash boot

Cash received during a Sec. 351 transaction is considered boot and can affect gain recognition.

Signup and view all the flashcards

Nonrecognition gain conditions

Nonrecognition of gain occurs if transferring property for stock while maintaining control post-exchange.

Signup and view all the flashcards

Liabilities in exchanges

Liabilities greater than basis in property can create recognized gain in exchanges.

Signup and view all the flashcards

Ownership test for control

Control is defined by owning at least 80% of the shares after a transfer.

Signup and view all the flashcards

Tax-free transfer qualification

To qualify for tax-free treatment, control requirement must be met after property exchange.

Signup and view all the flashcards

Adjusted basis

The adjusted basis of transferred property affects how gain or loss is calculated.

Signup and view all the flashcards

Basis for services vs. property

Basis of stock received for services is the fair market value of the stock at transfer time.

Signup and view all the flashcards

Section 351 property handling

Handling of property under Section 351 relies on transferor’s basis adjusted by gains recognized.

Signup and view all the flashcards

Value of received stock

The value of stock received in exchange must exceed cash received to avoid recognizing gain.

Signup and view all the flashcards

Fair market value in exchanges

Fair market value of property given up is crucial when determining recognition of gain.

Signup and view all the flashcards

Recognized gain limitation

Recognized gain from an exchange is limited to cash received and value of other property included.

Signup and view all the flashcards

Nonqualified transfers

Transfers not meeting the 80% rule become nonqualified under tax benefits.

Signup and view all the flashcards

Study Notes

Corporate Formation - Recognized Gain or Loss

  • Once a corporation is formed, investors transfer money, property, or services for company stock or debt. This exchange can have tax implications for both parties.
  • Section 351 aims to prevent tax disadvantages during incorporation and also to prevent recognizing losses while maintaining ownership of the loss assets through stock ownership.
  • No gain or loss is recognized when property is exchanged for stock (including treasury stock) if one or more individuals, trusts, estates, partnerships, associations, companies or corporations control the corporation immediately afterward. This includes cash, tangible, and intangible property.
  • Control is defined as owning 80% or more of the voting stock and 80% or more of each class of nonvoting stock. This ownership requirement also refers to shareholders' stock ownership
  • Stock exchanged for services is valued at fair market value (FMV) and considered gross income for the shareholder.
  • Nonqualified preferred stock is not counted towards the 80% control threshold.
  • Nonqualified preferred stock has characteristics such as the right for the issuer or related party to redeem or purchase the stock, a requirement for such redemption or purchase, likely exercise of this right, and varying dividends based on interest rates, commodities prices, or similar economic indices.

Solely for Stock

  • Gains are not recognized when shareholders receive stock solely in exchange for property.
  • An asset's disparity in value from the stock received isn't a factor in calculating gain or loss. Additional transactions (like compensation or dividends) may result in income and are not treated as part of the initial exchange.
  • Section 351 can apply to exchanges occurring after the corporation forms.
  • Treasury stock can be exchanged under Section 351.
  • The tax return must include details regarding the exchange.
  • If the FMV of the stock is not equal to the property's FMV, there may be additional income or loss.
  • Inequality in the values of the stock and the property exchanged is not relevant in itself.
    • Additional income may arise if the disparity represents additional transactions (e.g. compensation, constructive dividends).
    • Section 351 can also apply to property contributions without the issuance of stock.

Boot

  • Gains are recognized when money or other property with FMV (besides stock) is received.
  • The FMV of the property given is used if the FMV of the received property can't be determined.
  • Character of the gain depends on the exchanged property.
  • No losses are recognized when boot is received.

Liabilities

  • Section 351 applies when a corporation assumes a shareholder's liability or receives property subject to a liability.
  • Liabilities are typically not considered "boot".
  • The liability is recognized as income to the extent it surpasses the adjusted basis of the exchanged property. This contrasts with like-kind exchanges, where liabilities are treated as boot.
  • The amount of liabilities is recognized as a gain only to the extent it exceeds the adjusted basis of all contributed property.
  • The liability is recognized as income if it exceeds the assets basis.

Stock Issued for Services

  • Stock issued for services is not qualifying under Section 351.
  • The value of the stock received for services is considered ordinary income for the recipient.

Basis of Assets Transferred

  • The initial basis of transferred assets in a tax-free transaction (under Section 351) equals their prior basis, adjusted appropriately.
  • Cash and the adjusted basis of contributed property are considered during calculations.
  • All liabilities assumed by the corporation are treated as boot when calculating stock basis (except those used for gain purposes).
  • Property's holding period is typically tacked onto the stock holding period.
  • FMV is typically used to determine the shareholder's stock basis, calculated from the stock exchanged for services.

Basis of Corporation in Property

  • The corporation's initial basis in exchanged property from a control shareholder is an adjusted carryover basis.
  • This basis considers the shareholder's recognized gain.
  • Allowable depreciation is calculated based on the time the corporation held the asset.
  • When a shareholder's adjusted basis is higher than the FMV of the received property (built-in loss), the basis is limited to the FMV. The holding period of property is tacked on to the holding period of the stock received.
  • This applies when nothing is returned to the shareholder.
  • This basis is also the corporation’s initial depreciable basis in the property. Allowable depreciation is calculated based on how long the corporation held the asset.
  • If the corporation assumes a liability, it's treated as boot. If the amount of liability exceeds the adjusted basis of the contributed property, the excess is treated as gain.

Studying That Suits You

Use AI to generate personalized quizzes and flashcards to suit your learning preferences.

Quiz Team

More Like This

Corporate Formation and Classification Quiz
8 questions
Corporate Formation and Classification Quiz
16 questions
Startup Formation and Corporate Governance
20 questions
Use Quizgecko on...
Browser
Browser