Corporation Formation Flashcards
Service contribute to company
Ordinary income (taxable): The shareholder receiving common stock for services
rendered must recognize the fair market value as ordinary income. (Note: A shareholder
who contributes only services is not counted as part of the control group for purposes
of the 80 percent control.)
no gain or loss if following two conditions met of share holders
1.80% of control
2. no receipt of boot
cash withdraw
excess debt put into corp
Basis of common stock
Cash : Amount contributed
Property : adjusted basis (NBV)
Services: FMV ( Taxable ) Ordinary income
Detailed Alternative Computation of Basis to Shareholder
Adjusted basis of transferred property (including cash) \+FMV of services rendered \+Gain recognized by shareholder -Cash received -Liabilities assumed by the corporation -FMV of nonmoney boot received =Basis of common stock
Corporation Form
Limited Liability Entity taxation Owner
Corporation Y Earning Dividend
LLC Y depend depend
Partnership Limited None earnings
S Corp Y Not generally on earning not generally on distribution
Sole proprietorship No none earnings
A tax-free incorporation , what is the percentage for “ Control”
80% control exists if the transfer or/shareholders owns at least 80% of the total voting power and at least 80% of the total # of shares of all other classes of stock
In a corporation formation corp basis is
In the transferred assets is the carryover adjusted basis from the shareholders and cash received
Own 80+% but received boot
A shareholder who contributes property to a corp in exchange of common stock will not recognize gain or loss if immediately after transaction when the transferring shaeholders own at least 80% of the corp and does not recieve any boot .
However, when boot recieved , owner will then recognize gain to the lesser of
- cash recieved
- realized gain
which entity has considerable flexibility in choosing an accounting period
C corp