Question

Bob contributed to AlphaBeta Corporation a building with an adjusted basis to Bob of $50,000 and a fair market value of $150,000 that was subject to a mortgage of $120,000 in exchange for 50 percent of the voting common stock (the only class of stock) of the AlphaBeta Corporation. The AlphaBeta Corporation will assume the mortgage on the building. As part of the same transaction, Al contributed to AlphaBeta Corporation cash of $30,000 in exchange for the other 50 percent of the voting common stock of AlphaBeta Corporation. Which of the following Code Sections is or are relevant to the determination of whether or not Bob recognizes gain or loss on this transaction?
a. Code Section 721.
b. Code Sections 1031 and 1001.
c. Only Code Section 1001.
d. Code Sections 351 and 1001.

Bob contributed to AlphaBeta Corporation a building with an adjusted basis to Bob of $50,000 and a fair market value of $150,000 that was subject to a mortgage of $120,000 in exchange for 50 percent of the voting common stock (the only class of stock) of the AlphaBeta Corporation. The AlphaBeta Corporation will assume the mortgage on the building. As part of the same transaction, Al contributed to AlphaBeta Corporation cash of $30,000 in exchange for the other 50 percent of the voting common stock of AlphaBeta Corporation. In addition to the section or sections that is or are relevant under question 12, above, which of the following Code Sections, if any, is also relevant to the determination of whether or not Bob recognizes any gain or loss on this transaction?
a. Only Code Section 752(b).
b. Code Section 362.
c. Code Section 357(c).
d. None of the above.

Answer 1

1- a-code section 721.

2-

c. Code Section 357 (c)

To determine whether or not Bob should recognized gain or loss, the relevant section is 351. Per section 351, there would be no gain or loss recognized when a property is transferred in exchange for control of a company. Control is when the transferor acquired more than or equal to 80% of voting rights. In this case, since Bob acquired 50% voting rights, he will have to recognize gain or loss on the transfer. Further, per section 357(c), when section 351 applies and there is also assumption of liability, if the liability assumed is in excess of the adjusted basis , the excess should be recognized as a gain by the transferor