Kansas Acquisition, Merger, or Liquidation
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How to fill out Acquisition, Merger, Or Liquidation?
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FAQ
Type C reorganization: A stock-for-asset deal, where the target company ?sells? all of its targets to the parent company in exchange for voting stock. Included in this transaction is a necessary amount of consideration that is not equity. This is known as a boot. The target company then liquidates (IRC § 368(a)(1)(C)).
and acquisitive Dreorganizations are both ?asset? reorgani zations and are both acquisitive in nature. Thus, the tax analysis of both of these types of reorganizations is very similar. A difference, however, is that reorgani zations have the solely for voting stock requirement and Dreorganizations do not.
Also, to qualify as a section 368(a) reorganization, a transaction generally must satisfy three nonstatutory requirements: business purpose, continuity of interest, and continuity of business enterprise.
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.
Using the method of ?upstream C with a drop? you can move assets within related entities without being taxed on it. The parent company acquires the subsidiary's assets through a reorganization of the subsidiary's assets under 26 U.S. Code § 368(a)(1)(C).
Overview. Practically speaking, a Type C reorganization is an asset-for-stock acquisition that is remarkably similar in result to an A reorganization. In an A reorganization, assets and liabilities of the target corporation are transferred to the acquiring corporation automatically by operation of statute.
Section 368(c) defines ?control? to mean the ownership of stock possessing at least 80 percent of the total combined voting power of all classes of stock entitled to vote and at least 80 percent of the total number of shares of all other classes of stock of the corporation.
An upstream C with a drop involves a parent corporation acquiring a subsidiary's assets, followed by reincorporation of some of those subsidiary's assets.