Massachusetts Acquisition, Merger, or Liquidation
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How to fill out Acquisition, Merger, Or Liquidation?
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FAQ
A merger occurs when two separate entities combine forces to create a new, joint organization. Meanwhile, an acquisition refers to the takeover of one entity by another. Mergers and acquisitions may be completed to expand a company's reach or gain market share in an attempt to create shareholder value.
The non-surviving corporation as a separate entity goes out of existence as part of the merger process, but does not technically ?dissolve,? which is a separate kind of corporate transaction.
When a company merges with another company, in some cases the first company needs to pay on acquired assets, so the second company need not to pay any taxes. But if the second company is not dissolved then they must pay tax on their assets. These are the tax consequence faced by the companies in the merger process.
A liquidation or administration can happen during or after an acquisition. An acquisition is a process that occurs when one company decides to take over the operations of another company.
Depending on how the deal is executed, a reverse triangular merger can be either taxable or nontaxable. If it is taxable, then it is treated as a stock purchase as described above. On the other hand, it can also be structured as a tax-free reorganization if it qualifies under Internal Revenue Code Section 368(a)(2)(E).
A merger is a business deal where two existing, independent companies combine to form a new, singular legal entity. Mergers are voluntary. Typically, both companies are of a similar size and scope and both stand to gain from the transaction. Mergers happen for a variety of reasons.
With a merger ?continuity? can be achieved since assets and liabilities are being transferred to the absorbing ? surviving company. Liquidation brings an end to the existence of the company. The merger requires approval by the Court. The voluntary liquidation does not.
In a qualifying merger, there is no tax on the target corporation (Section 361) as long as property received is distributed, and the purchaser keeps the original basis (Section 362), the stockholders of the target pay tax on the lesser of boot or gain (Section 356), and they retain their basis in the target company ...