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For good business reasons corporate management may conclude that the existing corporate structure should be changed.
The changes may require moving assets, liabilities and ownership among of commonly controlled corporations.
From the investors point of view, the corporate division may reduce risk by shielding assets from certain liabilities. Moreover, the shareholders will be able to diversify their investment as the stock of the new corporation is distributed to the shareholders of the transferring corporation. Under the general rules of income taxation, moving assets from one corporation to another may trigger taxable gain to the corporation and the shareholders.
However, the Internal Revenue Code contains exceptions that allow the separation to be accomplished without taxable income to the corporation and its shareholders. But specified conditions must be satisfied for to achieve this tax abatement. When the conditions are satisfied, the shareholder is permitted to extract value from the corporation and neither the shareholder or the corporations are required to recognizing income.
This book will describe the various legal forms used to divide the corporation and the conditions that must be satisfied to avoid taxable income for the corporations and their shareholders. The book is intended to be useful as a supplement to be used in an advanced corporate tax class, as well as a professional guide.
