Formation of a Corporation | |
Introduction | p. 101 |
Qualifying for Code Sec. 351 Treatment | p. 102 |
Code Sec. 351(a) | p. 102.01 |
The Operative Provisions | p. 103 |
The Shareholder | p. 103.01 |
Consequences to the Corporation | p. 103.02 |
Contributions to Capital | p. 104 |
Shareholder Contributions to Capital | p. 104.01 |
Nonshareholder Contributions to Capital | p. 104.02 |
Application of the Federal Income Tax to Corporations | |
Accounting Methods | p. 201 |
Tax Year | p. 202 |
Gross Income | p. 203 |
Generally | p. 203.01 |
Code Sec. 243 and Related Sections | p. 203.02 |
Deductions | p. 204 |
Deductions Generally | p. 204.01 |
Limitations on Deductions Generally | p. 204.02 |
Deductions as to Organic Corporate Changes | p. 204.03 |
Deductions as to Corporation-Shareholder Transactions | p. 204.04 |
Judicial Anti-Abuse Doctrines | p. 204.05 |
Tax Rates | p. 205 |
Rates on Ordinary Income | p. 205.01 |
Rates on Capital Gains and Treatment of Capital Losses | p. 205.02 |
Credits | p. 206 |
Foreign Tax Credit | p. 206.01 |
General Business Credit | p. 206.02 |
Credit for Prior Year Minimum Tax Liability | p. 206.03 |
AMT | p. 207 |
Generally | p. 207.01 |
AMTI | p. 207.02 |
Exemption for Small Corporations | p. 207.03 |
Recent Legislation | p. 208 |
Jobs Act | p. 208.01 |
Tax Relief Act | p. 208.02 |
Corporate Penalty Taxes | |
Accumulated Earnings Tax | p. 301 |
Corporations Subject to the Accumulated Earnings Tax | p. 301.01 |
Computing Accumulated Taxable Income | p. 301.02 |
Determining the Corporation's Tax Avoidance Purposes | p. 301.03 |
Contesting the Accumulated Earnings Tax: Defining Reasonable Needs in More Detail | p. 301.04 |
Conclusion | p. 301.05 |
Personal Holding Tax | p. 302 |
Introduction | p. 302.01 |
Defining a Personal Holding Company | p. 302.02 |
Computing Undistributed Personal Holding Company Income | p. 302.03 |
Considerations When Filing Returns for a Personal Holding Company | p. 302.04 |
Corporations Excepted from Personal Holding Company Status | p. 302.05 |
Nonliquidating Distributions | |
Introduction | p. 401 |
Earnings and Profits: the General Concept | p. 402 |
Areas Where Taxable Income Understates Actual Profits | p. 402.01 |
Areas Where Taxable Income Overstates Actual Profits | p. 402.02 |
Timing Differences between Accounting for Tax Income and) Earnings and Profits | p. 402.03 |
Consequences of Distributions | p. 403 |
Corporate Level Consequences | p. 403.01 |
Characterization of Distributions at the Shareholder Level | p. 403.02 |
Final Corporate Level Consequences: Effect of Distributions on Following Year's Accumulated Earnings and Profits | p. 403.03 |
Constructive Dividends | p. 404 |
Corporate Shareholders: Dividends Received Deduction and Anti-Abuse Restrictions | p. 405 |
Dividends Received Deduction | p. 405.01 |
Anti-abuse Restrictions on the Code Sec. 243 Deduction | p. 405.02 |
Bootstrap Sales | p. 406 |
Redemptions | |
Introduction | p. 501 |
Attribution | p. 502 |
Introduction | p. 502.01 |
Sequential Attribution | p. 502.02 |
Specifics | p. 502.03 |
Cutting Off Family Attribution | p. 502.04 |
Entities Cutting Off Family Attribution | p. 502.05 |
Treatment of Redemptions: Sale or Exchange or Dividend | p. 503 |
Complete Termination of Interest: Code Sec. 302 (b) (3) | p. 503.01 |
Substantially Disproportionate Distribution: Code Sec. 302(b) (2) | p. 503.02 |
Not Essentially Equivalent to a Dividend | p. 503.03 |
Redemptions Combined with Stock Sales | p. 503.04 |
Tax Consequences of Redemptions | p. 504 |
Sales or Exchanges | p. 504.01 |
Redemptions Treated as Dividends | p. 504.02 |
Common Uses of Redemptions to Get Cash from Corporations | p. 504.03 |
Stock Sales to Affiliated Corporations: Code Sec. 304 | p. 505 |
Introduction | p. 505.01 |
Brother-Sister Specifics: When Code Sec. 304 Applies | p. 505.02 |
How Code Sec. 304 Changes the Outcome | p. 505.03 |
Parent-Subsidiary Transactions | p. 505.04 |
Concurrent Brother-Sister, Parent-Subsidiary Transactions under Code Sec. 304 | p. 505.05 |
Liquidations and Partial Liquidations | |
Introduction | p. 601 |
What is a "liquidation" for Tax Purposes | p. 602 |
Taxable liquidations | p. 603 |
Shareholders | p. 603.01 |
The Liquidating Corporation | p. 603.02 |
Tax Free Liquidations | p. 604 |
Qualification | p. 604.01 |
Consequences to the Parent Distributee | p. 604.02 |
Consequences to the Liquidating Corporation: Code Sec. 337 | p. 604.03 |
Consequences on Distributions to Minority Shareholders in the Context of a Code Sec. 332 liquidation | p. 604.04 |
Partial Liquidations | p. 605 |
Corporate Divisions | |
Types of Corporate Divisions | p. 701 |
Spin-Offs | p. 701.01 |
Split-Offs | p. 701.02 |
Split-Ups | p. 701.03 |
Examples | p. 701.04 |
Purposes of Corporate Divisions | p. 701.05 |
Statutory Requirements | p. 702 |
Distribution | p. 702.01 |
Stock or Securities | p. 702.02 |
Control | p. 702.03 |
Device | p. 702.04 |
Active Business | p. 702.05 |
Regulatory Requirements | p. 703 |
Business Purpose | p. 703.01 |
Continuity of Interest | p. 703.02 |
Continuity of Enterprise | p. 703.03 |
Recognition and Nonrecognition of Gain | p. 704 |
Treatment of Distributee Shareholders | p. 704.01 |
Treatment of Distributing Corporation | p. 704.02 |
Procedural Aspects | p. 705 |
Distributing Corporations | p. 705.01 |
Significant Distributees | p. 705.02 |
Acquisitive Corporate Reorganizations | |
Introduction | p. 801 |
Acquisitive Reorganizations Involving Only Two Entities | p. 802 |
Mergers | p. 802.01 |
Asset Acquisitions in the Absence of a Merger: Code Sec. 368(a)(1)(c) | p. 802.02 |
Stock Acquisitions: Code Sec. 368 (a) (1) (B) | p. 802.03 |
Tax Consequences of a Two-Entity (linear) Acquisitive Reorganization | p. 802.04 |
Triangular Reorganizations | p. 803 |
Linear Reorganizations Followed by Drop Downs | p. 803.01 |
Acquisitions Using Stock of A Parent Corporation | p. 803.02 |
Reverse Triangular Mergers: Code Sec. 368 (a) (2) (E) | p. 803.03 |
Tax Consequences of Triangular Reorganizations | p. 803.04 |
Additional Corporate Actions in Conjunction with Reorganizations | p. 804 |
Full or Partial Drop Downs | p. 804.01 |
Distributions of Acquired Stock or Assets | p. 804.02 |
Liquidating Transfers: Step Transaction Doctrine Can Apply | p. 804.03 |
Acquisitive D Reorganizations | p. 805 |
Related Corporations | |
Limitations on Multiple Benefits: Code Sees. 1551 to 1563 | p. 901 |
Code Sec. 1551 | p. 901.01 |
Code Sec. 1561 | p. 901.02 |
Transfer Pricing: Code Sec. 482 | p. 902 |
Need for Code Sec. 482 | p. 902.01 |
Predicates to Application of Code Sec. 482 | p. 902.02 |
Arm's Length Standard | p. 902.03 |
Reach of Code Sec. 482 | p. 902.04 |
Specific Transaction Types | p. 902.05 |
Administrative Aspects | p. 902.06 |
Tax Attributes: Code Sees. 269 and 381 to 384 | p. 903 |
NOLs Generally | p. 903.01 |
Code Sec. 269 | p. 903.02 |
Code Sec. 381 | p. 903.03 |
Code Sec. 382 | p. 903.04 |
Code Sec. 383 | p. 903.05 |
Code Sec. 384 | p. 903.06 |
Consolidated Returns: Code Sees. 1501 to 1504 | p. 904 |
Overview | p. 904.01 |
Eligibility and Election | p. 904.02 |
Procedural Aspects | |
Filing Returns and Paying Associated Liabilities | p. 1001 |
Filing Corporate Returns | p. 1001.01 |
Return Disclosure | p. 1001.02 |
Reporting as to Tax Shelters | p. 1001.03 |
Corporate Estimated Tax Payments | p. 1001.04 |
Examination of Returns | p. 1002 |
Examination of Corporate Returns Generally | p. 1002.01 |
Privileges Against IRS Information Gathering | p. 1002.02 |
Litigation and Assessment | p. 1003 |
Burden of Proof as to the AET | p. 1003.01 |
Accuracy-Related Penalties | p. 1003.02 |
Interest | p. 1003.03 |
Means-Tested Litigation-Related Provisions | p. 1003.04 |
Collection of Tax | p. 1004 |
Trust Fund Recovery "Penalty" and Related Mechanisms | p. 1004.01 |
Transferee liability and Related Mechanisms | p. 1004.02 |
Capacity and Identity Issues | p. 1005 |
Extending the Statute of Limitations | p. 1005.01 |
Conducting Litigation | p. 1005.02 |
Table of Internal Revenue Code Sections | p. 343 |
Index | p. 349 |
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