Instead, it is treated as if incorporation had never occurred, with the felicitous result that the tax consequences that ordinarily attend a corporate liquidation (as depicted in Section 336(a) and Section 331(a), supra) are avoided.
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tax election and is governed by subchapter S, unless contradicted by subchapter C or otherwise indicated. S corporations are advantageous to small businesses because the business itself is not subject to federal taxation (although, some states subject S corporations to taxation); only the S corporation shareholders are subject to federal taxation.
If the shareholder has sufficient stock basis, then a simple liquidating distribution of all of corporation’s assets will not result in a tax liability. B(a)(2), if a note is distributed, gain or loss shall result to the extent of the difference between the basis of the obligation and the fair market value of the obligation at the time of distribution. If the fair market value of the note is less than the value of the shareholder’s stock, less gain will be recognized in a nonliquidating distribution of the note than compared to a liquidating distribution.
In a typical transaction, the gain recognized, if any, is the difference between the basis (the cost) and the fair market value of the asset being sold or distributed.
Generally, if the fair market value of the asset exceeds the basis of the asset, the difference is the gain recognized; if the basis exceeds the fair market value, you recognize a loss.
In either a liquidating or a nonliquidating distribution, a distribution of cash to the shareholder will only decrease the shareholder’s stock basis by the amount of cash distributed. corporation and a person are related persons if the person owns more than 50 percent of the value of the outstanding stock of the corporation. B(a)(1), if a note is sold or exchanged, gain or loss shall result to the extent of the difference between the basis of the note and the amount realized. However, there is a way we can postpone gain recognition to shareholder in the distribution of the note. Instead, a shareholder’s receipt of the payments on the note is treated as receipt of payment for the shareholder’s stock and he or she would not owe any taxes on the note until the shareholder actually receives each payment.
Accordingly, if the corporation has any outstanding debts, it should pay off those debts with cash to reduce the amount of cash to be distributed to the shareholder. If the corporation were to completely liquidate and distribute the warehouse to a shareholder, a “related person” because the shareholder owns more than 50 percent of corporation, that liquidating distribution would be treated as a sale, and I. Any gain or loss shall be considered as resulting from the sale or exchange of the property in which the note was received. the shareholder receives an installment obligation in a complete liquidation, then the shareholder’s stock basis must be allocated among all the property received by shareholder in the liquidation.