Transaction 1: Assume that Alex, Mary and Jose form a brand new corporation. Alex and Mary contribute property for 45% of corporation each. The remaining 10% goes to Jose for services rendered. Please discuss the tax ramifications of this transaction.
If any person or persons together transfer property in exchange for stock, and immediately after the transfer the person or persons are in control of the corporation then, that person or persons will not recognise any gain or loss in such transfer.
A person or persons are in control if they together own at least 80% of the voting stock and 80% of total shares of non-voting stock.
In this transaction above, Alex and Mary contributed property in exchange for stock, they together own 90% of the total shares issued. thus they will not recognise any gain or loss from this transaction. They don't have to pay any tax.
But Jose rendered service and received 10% stock in exchange for service. Services are not treated as property, thus the value of 10% stock will be taken as compensation for service rendered and will be taxed as ordinary income.
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