Corporate taxation nonliquidating distributions

Liquidating Distribution to Preferred But Not to Common Stock - Spaulding Bakeries, Inc. Subsidiary Not Taxable if § 332 Applies to the Liquidation b.

Tax Consequences to Parent on Liquidation of Insolvent Subsidiary a. Qualification of an Insolvent Subsidiary for a Nontaxable Liquidation D. Determining Whether a Taxable Liquidation Is Advantageous 2. Consequences Before Liquidation if Parent Acquires Debt from Unrelated Party c. Consequences to Subsidiary of Repayment of Debt to Parent a.

Assignment of Income Doctrine and the Tax Benefit Rule 2.

Assignment of Income, Reserve for Bad Debts, Recapture, and Installment Obligations 1.

Application of § 267(f) to Transfers in Satisfaction of Debt 3.

Recognition of Gain or Loss to Subsidiary if § 332 Does Not Apply to the Liquidation c.

Section 332 - Tax Consequences to Parent (1) Parent's Receipt of Property with Respect to Stock Is Nontaxable (2) Parent's Receipt of Property in Satisfaction of Debt Is Taxable b. Section 334 - Shareholders’ Basis in Property Received in Liquidation II.

Liquidations of Corporations Other than 80% Owned Corporate Subsidiaries a. Section 336 - Tax Consequences to the Liquidating Corporation c. Effect of Consolidated Return Rules on 80% Stock Ownership C.

The Portfolio highlights traps for unwary taxpayers and discusses planning opportunities in connection with a corporate liquidation.

The Portfolio identifies issues arising in the context of deemed liquidations, and the special problems that can occur as a result of the interplay of the liquidation provisions with the S corporation rules and the consolidated return regulations.

The Portfolio also discusses the relationship between the liquidation rules and §338 (the election to treat a stock purchase as a purchase of assets).

Treatment of Liquidating Corporation - General Rule a.

Distributions of Property in Complete Liquidation 1.

Exclusion of Stock which Is Limited and Preferred as to Dividends 4.

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