This book explains and illustrates each of the requirements for a nontaxable corporate division and the methods for mitigating the tax consequences when those requirements cannot be satisfied. For a variety of reasons, corporations can achieve business efficiencies by dividing into two or more entities. The tax consequences of the division could be that both the corporation and the shareholders must recognize taxable income, which often renders the division unfeasible. In order to neutralize the tax effects of business-motivated decisions to divide the corporation, the tax law provides the means for the division to be accomplished without immediate tax consequences for the corporation and its shareholders. The enabling provisions are necessarily complex so as to prevent their exploitation and bring together several other corporate tax concepts dealing with dividends and reorganizations. Moreover, the rules have often changed. This book explains and illustrates each of the requirements for a nontaxable corporate division and the methods for mitigating the tax consequences when those requirements cannot be satisfied. The author also provides numerous diagrams that summarize actual transactions.
Tax considerations are seldom the determining factor in deciding whether to purchase a business. However, taxes often affect the price and form (e.g., purchase of stock or purchase of assets) the acquisition takes. This is true because the form of the transaction affects the buyer's present value of after-tax future cash flows and therefore the price the seller will receive. The tax implications of the purchase and sale of a business largely depend upon who the buyer and seller are and what is being bought and sold. The business being purchased may be an unincorporated proprietorship, a single owner limited liability company (LLC), a partnership (or an LLC with more than one member), a C corporation, or an S corporation. The form of the sale (asset or stock) affects the character of the seller's gain (ordinary or capital) and the buyer's basis of the assets. The buyer's basis will eventually become tax deductions. Just as the price the buyer is willing to pay is based on the projected present value of the after-tax proceeds, the price that is acceptable to the seller will depend upon his or her expected after-tax proceeds. Each party must be aware of the other party's tax consequences to achieve a rational agreement.
The Tax Aspects of Acquiring a Business is a guide written to the tax considerations that must be weighed when acquiring an existing business, whether the business is conducted as a proprietorship, partnership, Limited Liability Company, S corporation, or a C corporation. The book looks at the transactions from the point of view of the seller as well as the buyer. This symmetrical view is presented because the tax effects on the seller will influence the acceptable terms for the deal. The author describes the tax consideration in quantifiable terms by demonstrating the actual calculations that must be made to evaluate the after-tax consequences of the terms of an acquisition agreement.
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