New Hampshire Acquisition, Merger, or Liquidation
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How to fill out Acquisition, Merger, Or Liquidation?
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FAQ
An F-Reorganization is typically used in order to restructure the Target entity and its assets prior to sale to a Buyer.
On the state level, New Hampshire also directly taxes LLCs making income over certain thresholds through a business profits tax and a business enterprise tax. While it has no general state income tax, LLC members may be subject to a tax on interest and dividend income until it is phased out in 2027.
But what exactly is an ?F? reorganization and what are its tax consequences? 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.
An F reorganization is unique in that the new corporation is treated for tax purposes as a continuation of the old corporation. Old and new corporations of an F reorganization are considered functional equivalents in the context of the larger transaction and with respect to related transactions or events.
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.
Reorganization Structure Highlights However, unlike a 338(h)(10) election, the reorganization does not require that target to maintain its S Corporation status, and it provides for taxdeferred treatment on rollover equity. (The last point is critical to sellers).
An F reorganization completed before the business sale gives the selling shareholders the chance to retain a stake in the business being sold as a means of rolling over their equity interest on a tax-free basis.