Corporate reorganization may be carried out only under statutory authority, and the requirements as to manner of reorganization, to the extent that they are prescribed, must be complied with. Thus, before drafting any instrument relating to reorganization, either voluntary or involuntary, counsel should become familiar with the applicable statutes in the particular jurisdiction. Depending on the circumstances, it may also be necessary to consult federal statutes, such as the securities acts, the Bankruptcy Code, and the Internal Revenue Code.
A Type F reorganization plan is defined in the Internal Revenue Code as "a mere change in identity, form or place of organization of one corporation, however (a)ffected." F reorganization rules generally apply to a corporation that changes its name, the state where it does business or if it makes changes in the company's corporate charter, in which case a transfer is deemed to occur from the prior corporation to the new company.
F Reorg For C Corp
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How to fill out Agreement And Plan Of Merger With Change In Corporations' Identity, Form Or Place Of Organization (Type F Reorganization)?
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The previously assigned EIN should be used by the surviving corporation in a statutory merger and in a reincorporation qualifying as an F reorganization. A new EIN should be requested by the new corporation in a consolidation and in any reincorporation transaction not qualifying as an F reorganization.
Ing to Treasury laws, the Resulting Corporation must file an F Reorganization statement with its federal income tax return. The statement must include the names of the parties and their EINs, the F Reorganization's date, and the total value of the Transferor Corporation's assets.
An F-reorganization is a type of typically tax-free reorganizational structure that often involves a target company taxed as an S-corporation. The F-reorganization is so named because it involves a change in ?form? of the target, while not changing the substance of the target for tax purposes.
An ?F? reorganization is a type of qualifying tax-free reorganization for corporations under Section 368(a)(1)(F) of the Internal Revenue Code (IRC) that changes the identity or form of a corporation.
F reorganizations are frequently used as part of a presale strategy or for changing certain undesirable attributes of an operating company. Examples of such changes include a name change, a reincorporation in the same or a different state, or a change in the form of a business organization.