Question

Determine whether the following transactions are taxable. If a transaction is not taxable, indicate what type of reorganization is effected, if any.

A. AlphaPsi Corporation owns two lines of business that it has conducted for the last eight years. For liability protection, AlphaPsi’s shareholders decide that it would be best to separate into two corporations. The assets and liabilities of the garbage collection division are transferred to Alpha Corporation in exchange for all of its stock. The manufacturing division’s assets and liabilities are exchanged for all of the stock of Psi Corporation. The Alpha and Psi stocks are distributed to the AlphaPsi shareholders in return for all of their AlphaPsi stock. Then AlphaPsi liquidates.

B. Alpha, Inc., owns assets valued at $1 million and liabilities of $450,000. Beta Corporation transfers $500,000 of its voting stock and $50,000 in cash for all of Alpha’s assets. Beta assumes Alpha’s liabilities. Alpha distributes the Beta stock and cash to its shareholders and then liquidates.

C. Alpha Corporation moves its headquarters and state of legal incorporation from Salem, Oregon, to Dover, Delaware. It also changes its name to Beta, Inc.

D. Beta Company holds assets valued at $850,000 and liabilities of $50,000. Alpha, Inc., transfers $790,000 of its voting and $10,000 of nonvoting common stock for all of Beta’s common and preferred stock. Beta becomes a subsidiary of Alpha.

E.         Alpha, Inc., owns assets valued at $600,000 and liabilities of $150,000. Beta Corporation exchanges $270,000 of its voting stock and investments worth $180,000 for all of Alpha’s assets and liabilities. Alpha distributes the Beta stock to its shareholders for 60% of their stock and retains the investments.

F.          Beta Company holds assets valued at $3 million and liabilities of $100,000. Nu Company transfers $2.85 million of its voting stock for 95% of Beta’s assets. Beta distributes the Nu stock, the remaining assets, and the liabilities to its shareholders; it then liquidates

Answer 1

Part A

The transaction is not taxable.

It is Type D split up.

Part B

The transaction is not taxable.

It qualifies for a Type A reorganization as there is union of two or more corporations with only one of the corporations maintainingits existence.Liabilities are assumed.

It is a Type A reorganization.

Part C

The transaction is not taxable.

It qualifies for a Type F reorganization as there is only a change in identity, form, or place of organization.

It is a Type F reorganization

Part D

The transaction is taxable.

Part E

The transaction is taxable

Part F

The transaction is not taxable

It qualifies for a Type C reorganization as the Beta distributes all assets received in the reorganization and any property Retained and then liquidates.

It is a Type C reorganization.