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#1
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Tax Liability of Dissolving a Corporation owned by MY LLCMy LLC wants to purchase a parcel of raw land in Colorado. The seller is a C Corporation with no other assets accept the land. (They have never carried on any business of any kind). The stockholders only will sell the corporation so they can take capital gains. The Corp. is 15 years old and the land was deeded to the corporation shortly after it was formed. My LLC plans on purchasing the corporation (So the LLC will own the C Corporation) and then the LLC managers, as officers of the corporation will deed the property from corporation to the LLC and then collapse or dissolve the Corporation. The LLC plans on developing the land. Can the stockholders of the C Corporation take capital gains? Is the new basis of the land the amount the LLC is paying for the Corporation? Will the LLC have any extra tax or double tax liabilities? Is it better to collapse or dissolve the Corporation? |
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#2
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| CAN THE STOCKHOLDERS OF THE C CORPORATION TAKE CAPITAL GAINS? I assume the LLC is purchasing the shares of stock in the corporation. If that is the case, the stockholders of the corporation are selling their stock, which is a capital asset and they will have capital gains or losses on the sale. IS THE NEW BASIS OF THE LAND THE AMOUNT THE LLC IS PAYING FOR THE CORPORATION? The basis of the land includes that amount and any other expenses you have in acquiring the land, such as professional fees incurred in dissolving or collapsing the corporation. WILL THE LLC HAVE ANY EXTRA TAX OR DOUBLE TAX LIABILITIES? The LLC will have no extra tax or double tax liabilities from this if it is handled correctly under the provisions of the Internal Revenue Code relating to reorganizations. If done incorrectly, there could be disastrous consequences. So I suggest that you have a CPA or tax accountant draw up the plan for you. IS IT BETTER TO COLLAPSE OR DISSOLVE THE CORPORATION? That would be part of the plan. |
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