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 Reorganization Form 8832
Category:
State:
Multi-State
Control #:
US-0864BG
Format:
Word;
Rich Text
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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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FAQ
A ?99-5? refers to IRS Revenue Ruling 99-5, which discusses the federal income tax consequences of a transaction that takes place changing a single-member LLC (limited liability corporation) into a partnership for federal tax purposes.
The ?F? Reorg The Code describes an F reorganization as ?a mere change in identity, form, or place of organization of one corporation, however effected.? Indeed, following an F reorganization, the reorganized corporation is treated for tax purposes as the same entity that existed before the reorganization.
II. Background on F Reorganizations Step 1: Create a new corporation (Newco) on day 1. ... Step 2: Contribute stock in the historic company (Oldco) to Newco on day 2. Step 3: Make QSub election on behalf of Oldco , using Form 8869, ?Qualified Subchapter S Subsidiary Election,? on day 2.
Overview. In a D reorganization, one corporation transfers all or part of its assets to another corporation. Immediately after the transfer, the transferring corporation or one or more of its shareholders must be in control of the corporation that acquired the assets.
99-5 assumes that state law recognizes single-member LLCs but that single-member LLCs are disregarded entities for tax purposes (and thus are sole proprietorships for tax purposes). In general, Rev. Rul. 99-5 treats sellers as selling, and buyers as buying, assets rather than an interest in a partnership.