Home     Law Advice     Insurance Advice     Community    
Tax Law : Federal, State and Local Income Taxes, Sales Taxes, etc. For Estate, Gift and Inheritance Taxes, Please Post Under Will, Trusts & Estate Planning
Go Back   FreeAdvice Legal Forum > TAX LAW > Tax Law

Powered by Attorney Pages


  Find An Attorney In Your Area    
 

Reply
 
LinkBack Thread Tools Rate Thread Display Modes
  #1  
Old 08-28-2001, 03:04 PM
Brad White
Guest
 
Posts: n/a

Tax Liability of Dissolving a Corporation owned by MY LLC


My 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?
  #2  
Old 08-28-2001, 06:42 PM
loku
Guest
 
Posts: n/a
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.
Reply



Currently Active Users Viewing This Thread: 1 (0 members and 1 guests)
 
Thread Tools
Display Modes Rate This Thread
Rate This Thread:

Posting Rules
You may not post new threads
You may not post replies
You may not post attachments
You may not edit your posts

BB code is On
Smilies are On
[IMG] code is Off
HTML code is Off
Trackbacks are On
Pingbacks are On
Refbacks are On
Forum Jump

All times are GMT -5. The time now is 11:42 PM.



IMPORTANT NOTICE
THE VIEWS EXPRESSED ON THIS PAGE WERE NOT REVIEWED BY THE EDITORIAL STAFF OR ATTORNEYS AT FREEADVICE.COM. Thousands of professionally prepared and reviewed questions and answers in 130 legal categories are to be found at the Question and Answer pages at FreeAdvice.com.

F
reeAdvice Forums are intended to enable consumers to benefit from the experience of other consumers who have faced similar legal issues. FreeAdvice does NOT vouch for or warrant the accuracy, completeness or usefulness of any posting or the qualifications of any person responding. Use of the Forums is subject to our Terms and Conditions which prohibit advertisements, solicitations or other commercial messages, or false, defamatory, abusive, vulgar, or harassing messages, and subject violators to a fee for each improper posting. All postings reflect the views of the author but become the property of FreeAdvice. Information on FreeAdvice or a Forum should not be relied upon and is not a substitute for advice from an attorney licensed in your jurisdiction who you have retained to represent you. To locate an attorney visit AttorneyPages.com. Copyright since 1995 by Advice Company. All Rights Reserved.